Protected Activity. (A) Employee understands and acknowledges that nothing in this Agreement prohibits, penalizes, or otherwise discourages Employee from reporting, providing testimony regarding, or otherwise communicating any nuclear safety concern, workplace safety concern, or public safety concern to the U.S. Nuclear Regulatory Commission (NRC) or the U.S. Department of Labor (DOL). Employee further understands and acknowledges that the provisions of this Agreement are not intended to restrict Employee’s communication with, or full cooperation in, proceedings or investigations by any agency relating to nuclear regulatory or safety issues. Employee understands that nothing in the Agreement waives Employee’s right to file a claim with the DOL pursuant to Section 211 of the Energy Reorganization Act, but Employee expressly waives Employee’s right to recover from the Company any and all damages or other equitable relief, including, but not limited to reinstatement, back pay, front pay, compensatory damages, attorney fees or costs, that may be awarded to Employee by the DOL as a result of such a claim.

Protected Activity Not Prohibited. Employee understands that nothing in this Agreement shall in any way limit or prohibit Employee from engaging in any Protected Activity. Protected Activity includes filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Employee understands that in connection with such Protected Activity under this section, Employee is permitted to disclose documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company Group. Notwithstanding the foregoing, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute confidential information of the Company Group to any parties other than the Government Agencies. Employee further understands that “Protected Activity” does not include the disclosure of any Company Group attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that # is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or # is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: # is made # in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and # solely for the purpose of reporting or investigating a suspected violation of law; or # is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: # files any document containing the trade secret under seal; and # does not disclose the trade secret, except pursuant to court order.

Protected Information. You will at all times, both during the period while you are employed by the Company and after the termination of your employment with Company for any reason or for no reason, maintain in confidence and will not, without the prior written consent of the Company, use, except in the course of performance of your duties for the Company or by court order, disclose or give to others any Confidential Information. Upon the termination of your employment with the Company for any reason or for no reason, or if the Company otherwise requests, # you will return to the Company all tangible Confidential Information and copies thereof (regardless how such Confidential Information or copies are maintained) and # you will deliver to the Company any property of the Company which may be in your possession, including products, materials, memoranda, notes, notebooks, laboratory notes, records, reports, or other documents or photocopies or other electronic copies of the same. The terms of this Section 2 are in addition to, and not in lieu of, any statutory or other contractual or legal obligation that you may have relating to the protection of the Company’s Confidential Information. The terms of this Section 2 will survive indefinitely any termination of your provision of services to the Company for any reason or for no reason.

Disqualifying Activity. If the Committee determines that the Participant has engaged or is engaging in any Disqualifying Activity, then:

If the Board or the Compensation Committee determines that you engaged in any Detrimental Activity, then, promptly upon receiving notice of the Board's or the Compensation Committee's finding, you shall: # forfeit all rights under this Agreement to the extent it remains outstanding; # return to Gentex all RSUs and Shares acquired pursuant to this Agreement to the extent then still held by or for you; # with respect to any Shares acquired pursuant to this Agreement that are no longer held by or for you, pay to Gentex the Market Value Per Share of such Shares on the date acquired.

Detrimental Activity. In the event you engage in Detrimental Activity prior to, or during the one year period following the later of your termination of employment or service or the grant of the Stock, the Committee may direct that all Stock hereunder (including any dividends credited thereupon) shall be immediately forfeited to the Company and that you shall pay over to the Company an amount equal to the amount realized upon the Grant Date of the Stock or any dividends paid in connection therewith.

Prohibited Activity. For a period that begins on the Effective Date and ends on the later of # the date the last payment required by Paragraph 2 is due or # the first anniversary of the Effective Date, Employee shall not engage in a Prohibited Activity. A “Prohibited Activity” includes: # any activity that would give rise to termination for Cause (as defined in the plan document for the Interpublic Executive Severance Plan); # a material violation of any rule, policy or procedure of Interpublic (or any Affiliate where the Participant is employed), including but not limited to the Code of Conduct of Interpublic (and any such Affiliate); or # any other conduct or act that the Administrative Committee (as defined in the plan document for the Interpublic Executive Severance Plan) or the Compensation and Leadership Talent Committee of Interpublic’s Board of Directors determines is injurious, detrimental or prejudicial to any interest of Interpublic. If the Participant breaches any provision of this paragraph, Employee shall forfeit any unpaid amounts required by Paragraph 2.

Except as set forth on [Schedule VI], neither ​ nor any of its Subsidiaries is engaged in any line of business that is not related to the healthcare industry other than the sale of life insurance in connection with the sale of medical, dental and vision insurance or other healthcare services, sale of long term care insurance, or any business or activity which is immaterial to ​ and its Subsidiaries on a consolidated basis.

Illegal Activity. No portion of any Property has been or will be purchased by any Borrower with proceeds of any illegal activity.