Page 22 of 24 – SEC Filing
Non-Public Information. The Consultant
agrees that she shall not and shall cause the Consultant Group to not disclose any non-public information which may be deemed material,
including but not limited to financial projections and information regarding potential strategic transactions, regarding any company
or government entity obtained (i) in the course of any employment (whether permanent, temporary, through a consulting or contractor
agreement, or otherwise) by such company or other entity or (ii) as a result of any communications with employees or representatives
of such company or entity or with any other party which are subject to any non-disclosure or confidentiality obligation.
Confidential Information. The
Consultant acknowledges that, during the Term, the Consultant Group may have access to and may acquire Confidential Information
(as defined below) regarding the business of JANA, its affiliates and affiliated funds, accounts and co-investment vehicles (the
“JANA Entities”). Accordingly, the Consultant agrees that, without the prior written consent of JANA, the Consultant
shall not and shall cause the Consultant Group to not, at any time, disclose to any unauthorized person or otherwise use any such
Confidential Information for any reason other than the business of the JANA Entities. If any of the Consultant Group is served
with legal process (such as a subpoena) that (i) may touch upon, concern, or arise out of Confidential Information or (ii) otherwise
require the Consultant to disclose any Confidential Information, the Consultant will immediately notify JANA in writing, furnish
JANA with a copy of such legal process and reasonably cooperate with JANA to protect the Confidential Information. None of the
Consultant Group shall in any event disclose any portion of the Confidential Information not required to be disclosed in connection
with such legal process. “Confidential Information” means non-public information concerning JANA’s past, current or potential
portfolio names, portfolio composition, or plans with respect to the Company.
Investments in Company Stock.
With respect to any purchases made by the Consultant of securities of the Company prior to the termination of the Services, (i)
the Consultant agrees to consult with JANA regarding such purchases and provide necessary information so that JANA may comply with
any applicable disclosure or other obligations which may result from such investment, (ii) JANA or its affiliates shall prepare
and complete any required disclosures including all regulatory filings related thereto at no cost to the Consultant, and (iii)
the Consultant agrees to hold any such securities until at least the earlier of (A) the conclusion of the 2018 annual meeting of
stockholders of the Company (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the
“Annual Meeting”) and (B) the termination of a proxy solicitation by JANA or any of its affiliates, if any is commenced,
in respect of the Annual Meeting.
Governing Law, Venue and Jurisdiction.
This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to
the principles of conflicts of laws. All disputes arising out of or related to this Agreement shall be submitted to the state and
federal courts of New York, and each Party irrevocably consents to such personal jurisdiction and waives all objections thereto,
but does so only for the purposes of this Agreement.
Assignability. This Agreement,
and the rights and obligations hereunder, may not be assigned by either Party without the express written consent of the other
Party.
Entire Agreement; Amendment.
This Agreement may be amended only by a written instrument signed by the Parties. This Agreement contains the entire agreement
between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written,
between the Parties with respect to the subject matter of this Agreement.
Survival. The Parties acknowledge
that Sections 5, 6, 7, 8, 9, 10, 11, 12 and 13 of this Agreement shall survive the termination of the Agreement and/or the Consultant’s
Services.
