Legal Document: Eric Eckardt v. The Radian Group, Inc.

On August 13, 2021 a EXHIBIT(S) - A - Filed Notice of Removal was filed involving a dispute between Eric Eckardt, and The Radian Group, Inc., for Commercial - Contract in the District Court of Saratoga County.

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EXHIBIT A
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IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF NEW YORK

ERIC ECKARDT,
Civil Action No.: ____________

Plaintiff,
DEFENDANT’S NOTICE OF
-against- REMOVAL

THE RADIAN GROUP, INC., Electronically Filed

Defendant.

TO: THE HONORABLE JUDGES OF THE UNITED STATES DISTRICT
COURT FOR THE NORTHERN DISTRICT OF NEW YORK

PLEASE TAKE NOTICE that in accordance with 28 U.S.C. Sections 1332, 1441, and

1446, Defendant Radian Group Inc. (incorrectly captioned herein as “The Radian Group, Inc.”;

hereinafter “Radian” or “Defendant”), by and through its attorneys, Morgan, Lewis & Bockius

LLP, hereby removes this matter to the United States District Court for the Northern District of

New York from the Supreme Court of the State of New York, County of Saratoga. This action

may be removed because this Court has original jurisdiction under 28 U.S.C. § 1441(a) over the

claims in Plaintiff Eric Eckardt’s (“Plaintiff”) Complaint pursuant to 28 U.S.C. § 1332.

Therefore, this Court has jurisdiction to hear Plaintiff’s claim under federal law. In support of

this Notice of Removal, Radian states as follows:

I. PROCEDURAL HISTORY

1. On or about August 13, 2021, Plaintiff commenced a civil action by filing a

summons and complaint in the Supreme Court of the State of New York, County of Saratoga

(the “State Action”), captioned as Eric Eckardt v. The Radian Group, Inc., Index No. EF2021-

2436 (the “Complaint”). The Complaint seeks a declaratory judgment declaring that Plaintiff’s

Restrictive Covenants Agreement dated December 1, 2020 (the “Restricted Covenant”), with

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Defendant is void and unenforceable and that Plaintiff is not bound by the restrictions therein.

Complaint (“Compl.”) ¶¶ 29. A copy of the Summons and Complaint and exhibits annexed

thereto is attached hereto as Exhibit A. A copy of the Restricted Covenant is annexed to

Plaintiff’s Complaint as Exhibit A.

2. Plaintiff has not yet served the Summons and Complaint upon Defendant.

3. A copy of a print-out of the electronic docket for the State Action as of August

18, 2021, is attached hereto as Exhibit B.

4. No proceedings have been held in the State Action, and the Summons, Complaint

and exhibits annexed thereto, attached as Exhibit A constitute all process, pleadings, and orders

of which Radian is aware.

5. Pursuant to 28 U.S.C. § 1446(b), a notice of removal of a civil action must be

filed within thirty (30) days after the receipt of the initial pleading. Here, Defendant has not yet

been served with a copy of the Summons or Complaint. See Exhibit B. Therefore, this Notice

of Removal is timely.

6. Defendant is the only named defendant. Accordingly, there are no additional

defendants who must consent to this removal.

7. This action falls under the Court’s original jurisdiction under 28 U.S.C. § 1332.

As such, Radian can remove this action to this Court pursuant to 28 U.S.C. §§ 1441 and 1446.

8. The Supreme Court of the State of New York, Saratoga County, is located within

the Northern District of New York. Therefore, venue in this Court is proper because the State

Action is being removed to the “district court of the United States for the district and division

embracing the place where such action is pending.” See 28 U.S.C. § 1441(a).

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9. A copy of this Notice of Removal will be promptly served upon Plaintiff and a

copy of this Notice of Removal is being filed with the Clerk of the Supreme Court for the State

of New York, County of Saratoga, pursuant to 28 U.S.C. § 1446(d).

10. This removal is made without waiver of any defenses or affirmative defenses,

including but not limited to a lack of or improper service of process or insufficiency of service of

process.

11. If a question arises as to the propriety of removal of this action, Radian requests

the opportunity to present further briefing in support of its position that this case is removable.

II. GROUNDS FOR REMOVAL

1. Section 1441(a) of Title 28 of the United States Code provides in relevant part

that “any civil action brought in a State court of which the district courts of the United States

have original jurisdiction, may be removed by the defendant . . . to the district court of the United

States for the district and division embracing the place where such action is pending.” 28 U.S.C.

§ 1441(a).

2. Federal district courts have original jurisdiction of all civil actions where the

matter in controversy exceeds the sum or value of $75,000, exclusive of interest and costs, and is

between citizens of different states. See 28 U.S.C. § 1332.

A. The Prerequisites for Diversity Jurisdiction Are Met.

(a) Both Parties are Citizens of Different States.

3. Defendant may remove this case to the Court in accordance with 28 U.S.C.

§ 1441 because the amount in controversy exceeds $75,000, exclusive of interest and costs, and

because this is an action between citizens of different states. See 28 U.S.C. § 1332.

4. Plaintiff is a citizen of and resides in the State of New York. Compl. At ¶ 1.

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5. For purposes of establishing diversity jurisdiction under 28 U.S.C. § 1441, a

corporation is deemed a citizen of every State and foreign state in which it has been incorporated

and of the State or foreign state where it has its principal place of business. 28 U.S.C. §

1332(c)(1). Defendant is a corporation organized under the laws of the Delaware and maintains

its principal place of business in Pennsylvania. Accordingly, Defendant is a citizen of

Pennsylvania and Delaware for purposes of diversity and jurisdiction.

(b) The Amount In Controversy Exceeds $75,000.

6. Plaintiff does not quantify the amount of damages, but claims that “if [he] does

not obtain a prompt judicial declaration of the legal relationship between the parties concerning

the Restrictive Covenant, he will be compelled to choose between employment opportunities and

other legitimate interests, on one hand, or the risk of liability and the specter of damaging

judicial restraints, on the other.” Compl. at ¶ 30.

7. Where, as here, a plaintiff does not expressly plead a specific amount of damages

in his complaint, a defendant must only show a “reasonable probability” that the amount in

controversy exceeds $75,000. See Bracken v. MH Pillars Inc., 290 F. Supp. 3d 258, 262

(S.D.N.Y. 2017). The amount in controversy requirement for diversity jurisdiction pursuant to

28 U.S.C. § 1332 “may be met by a combination of economic and non-economic losses…” Id.

To determine whether defendant has met its burden, “[courts] look first to the [plaintiff’s]

complaint and then to [defendant’s] petition for removal. Maxons Restorations, Inc. v. Newman,

292 F. Supp. 2d 477, 481-82 (S.D.N.Y. 2003).

8. Courts in the Second Circuit have held that the amount in controversy for

jurisdictional purposes should be measured strictly from the Plaintiff’s viewpoint without regard

to the amount at stake for any other party. See Kheel v. Port of N.Y. Auth., 457 F.2d 46, 48–49

(2d Cir. 1972) (jurisdiction lacking) (citation and internal quotation omitted) (“Generally, for this

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reason, the amount in controversy is calculated from the plaintiff's standpoint; the value of the

suit’s intended benefit or the value of the right being protected or the injury being averted

constitutes the amount in controversy when damages are not requested.”). Using this standard,

the value of the amount in controversy is determined on the basis of what the plaintiff will

recover or avoid losing if his lawsuit is successful. See Myers v. Long Island Lighting Co., 623

F. Supp. 1076, 1079 (E.D.N.Y. 1985); see also Correspondent Servs. Corp. v. First Equities

Corp., 442 F.3d 767, 769 (2d Cir. 2006) (calculating amount in controversy from plaintiff’s

standpoint in declaratory judgment action, amount-in-controversy requirement was not satisfied,

because CD, ownership of which was in issue, was worthless)

9. Here, Plaintiff alleges that Defendant’s conduct has “impacted [his] ability to

pursue his livelihood in the field of his choice”, and that without a declaratory judgment “he will

be compelled to choose between employment opportunities and other legitimate interests … or

the risk of liability and the specter of damaging judicial restraints…” Compl. at ¶¶ 24, 30.

Moreover, pursuant to his Restrictive Covenant, Plaintiff’s post-employment activities are

restricted for a period of twelve months. See Restricted Covenant at ¶1(d), annexed to Plaintiff’s

Complaint as Exhibit A.

10. Plaintiff was employed as Senior Vice President of Realtor Services and

Homegenius with Defendant, an executive level position that “would include extensive freedom

and autonomy … and… would … [grant] the creative freedom and full responsibility to develop

the overall business strategy, leadership and vision for the real estate business.” Compl. at ¶¶ 5-

6. Plaintiff’s position also included a total compensation package consisting of a base salary of

over $75,000 per year, a sign-on bonus and significant equity, including the grant of restricted

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stock units. See e.g. Plaintiff’s Equity Compensation Plan dated June 25, 2021, annexed to

Plaintiff’s Complaint as Exhibit B.

11. Thus, there is a reasonable probability that Plaintiff’s prospective new

employment with The Real Brokerage Company (“RBC”) – a prospect for which Plaintiff is

willing to litigate and expend both time and resources in challenging the enforceability of his

Restrictive Covenant – is a similarly compensated executive level role, for which he will be

compensated with a base salary in excess of $75,000 per year.

12. Thus, there is a reasonable probability that if Plaintiff is restricted from working

for RBC for a period of twelve months from the date of his resignation with Radian, his potential

loss of monetary and equity compensation at RBC would be valued in excess of $75,000.

13. Accordingly, although Defendant expressly denies any liability to Plaintiff, there

is a reasonable probability that this action meets the jurisdictional amount required for removal

based on diversity of citizenship under 28 U.S.C. § 1332.

WHEREFORE, pursuant to 28 U.S.C. §§ 1332, 1441, and 1446, Defendant Radian Group

Inc. hereby removes this case from the Supreme Court of the State of New York, County of

Saratoga and respectfully requests that this Court assume complete jurisdiction over the case for

all future proceedings.

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Dated: August 19, 2021 Respectfully submitted,

/s/ Leora Grushka_________________
Leora Grushka
Brendan T. Killeen (Admission Forthcoming)
MORGAN, LEWIS & BOCKIUS LLP
101 Park Avenue
New York, NY 10178
Tel: (212) 309-6000
Fax: (212) 309-6001
Email: leora.grushka@morganlewis.com
brendan.killeen@morganlewis.com

Michael D. Weil
(Pro Hac Vice Forthcoming)
MORGAN, LEWIS & BOCKIUS LLP
One Market, Spear Street Tower
San Francisco, CA 94105
Tel: (415) 442-1001
Fax: (415) 442-1001
Email: michael.weil@morganlewis.com

Max O. Bernstein
(Pro Hac Vice Forthcoming)
MORGAN, LEWIS & BOCKIUS LLP
1701 Market Street
Philadelphia, PA 19103
Tel: (215) 963-5718
Fax: (215) 963-5001
Email: max.bernstein@morganlewis.com

Attorneys for Defendant Radian Group Inc.

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CERTIFICATE OF SERVICE

I hereby certify that on August 19, 2021, the foregoing Notice of Removal, including the

attached exhibits, was filed via the ECF filing system and served by U.S. mail on the following:

Scott C. Paton, Esq.
HODGSON RUSS LLP
677 Broadway, Suite 301
Albany, New York 12207

Attorneys for Plaintiff

/s/ Leora Grushka
Leora Grushka

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EXHIBIT A
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NEW YORK STATE SUPREME COURT
COUNTY OF SARATOGA

ERIC ECKARDT,
SUMMONS
Plaintiff,
-against-

THE RADIAN GROUP, INC.,

Defendant.

YOU ARE HEREBY SUMMONED to answer the Verified Complaint in this action

and to serve a copy of your Verified Answer, or if the Complaint is not served with this

Summons, to serve a Notice of Appearance, on the Plaintiff’s attorneys within twenty (20) days

after the service of this Summons, exclusive of the day of service (or within thirty (30) days after

the service is complete if this Summons is not personally delivered to you within the State of

New York); and in case of your failure to appear or answer, judgment will be taken against you

by default for the relief demanded in the Complaint.

Plaintiff designates Saratoga County as the place of trial. The basis of the venue is the

residence of Plaintiff.

DATED: August 13, 2021
Albany, New York

HODGSON RUSS LLP

By: ______________________________
Scott C. Paton
Attorneys for Plaintiff
677 Broadway, Suite 301
Albany, New York 12207
(518) 433-2450
spaton@hodgsonruss.com

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TO: Radian Group, Inc.
85 Marcus Drive
Melville, New York 11747

Brendan T. Killeen, Esq.
Morgan Lewis & Bockius LLP
Attorneys for Defendant
101 Park Avenue
New York, New York 10178-0060
Brendan.killeen@morganlewis.com

096095.00000 Business 21405901v1

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NEW YORK STATE SUPREME COURT
COUNTY OF SARATOGA

ERIC ECKARDT,
VERIFIED COMPLAINT
Plaintiff,
-against-

THE RADIAN GROUP, INC.,

Defendant.

Plaintiff Eric Eckardt, by and through his attorneys Hodgson Russ, LLP, as and for

his verified complaint there, hereby alleges as follows:

INTRODUCTION

This dispute arises from the wrongdoings of Defendant The Radian Group, Inc.

(“Radian” or “Defendant”), in – among other things - imposing upon Plaintiff Eric Eckardt

(“Eckardt” or “Plaintiff”) an illegal and overbroad restrictive covenant, in an attempt to

prohibit Plaintiff from pursuing his chosen profession.

THE PARTIES

1. Plaintiff Eric Eckardt is an individual residing at 32 Arrowhead Road,

Saratoga Springs, New York.

2. Defendant Radian is a foreign corporation, authorized to do business within

the State of New York, with an office for the transaction of business at 85 Marcus Drive,

Melville, New York.

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JURISDICTION AND VENUE

3. This Court has personal jurisdiction over Radian under N.Y. CPLR § 301

and/or § 302(a) because (i) Radian is continuously and systematically transacting business

in the State of New York, and (ii) the causes of action asserted by Plaintiff arise from

Radian’s business activities in the State of New York.

FACTUAL BACKGROUND

4. Radian is a mortgage insurance company, providing a range of services in

connection with the real estate business.

Eckardt’s Employment With Radian

5. In or about 2020, Eckardt was approached by Radian and offered a position

as a Senior Vice President of Realtor Services & Homegenius.

6. At that time, Radian promised Eckardt that this position would include

extensive freedom and autonomy, and that Eckardt would be granted the creative freedom

and full responsibility to develop the overall business strategy, leadership and vision for

the real estate businesses.

7. Eckardt relied upon the above-referenced promises on the part of Radian,

and accepted employment with Radian as its Senior Vice President of Realtor Services &

Homegenius with a focus on SaaS real estate products. .

8. At the time of his hire, Eckardt was required to sign a document entitled

“Restrictive Covenant Agreement” (hereinafter “RCA”) containing certain covenants that

purported to severely restrict his post-employment ability to engage in certain types of

employment and to limit his ability to engage in certain commercial activities. A true and

accurate copy of the RCA is attached as Exhibit “A.”

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9. Among other things, the RCA contains the following restrictions and

limitations (the “Restrictive Covenant”):

(d) * * * during your employment with the Company, and
for the 12 month period immediately following your
termination of employment for any reason, and subject to
subsection (m) below (the “Restricted Period”), you will
not, without the Company’s express written consent, engage
(directly or indirectly) in any employment or business
activity within the United States whose primary business
involves or is related to providing any mortgage- or real
estate-related service or product that, during your
employment, the Company provides or is actively engaged
in developing through the use of Confidential Information
and Trade Secrets; provided however, the foregoing
restriction shall only apply to such service or product for
which you have had access to Confidential Information and
Trade Secrets or otherwise have had active involvement.
You further agree that, given the nature of the business of
the Company and your position with the Company, a
nationwide geographic scope is appropriate and reasonable.
***
(f) * * * during the term of your employment by the
Company and during the Restricted Period, you shall not,
either directly or indirectly through others:
(i) solicit, divert, appropriate, or do business with, or attempt
to solicit, divert, appropriate, or do business with, any
customer for whom the Company provided goods or services
within 12 months prior to your date of termination or any
actively sought prospective customer of the Company for the
purpose of providing such customer or actively sought
prospective customer with services or products competitive
with those offered by the Company during your employment
with the Company; or
(ii) encourage any customer for whom the Company
provided goods or services within 12 months prior to your
date of termination to reduce the level or amount of business
such customer conducts with the Company. Notwithstanding
the foregoing, unless provided otherwise in a written
agreement entered into between you and the Company, this
subsection (f) shall not apply after your termination of
employment with the Company, if your employment is
terminated by the Company without Cause.

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10. Eckardt received no consideration in exchange for his execution of the

RCA.

11. Upon information and belief, all of Radian’s New York employees were

likewise required to agree to restrictive covenants similar, if not identical, to the RCA.

12. Eckardt was not represented by counsel at the time he was required to sign

the RCA, and he was not given the opportunity to negotiate the terms of the Restrictive

Covenant found therein.

13. At all times, Radian made it clear to Plaintiff that his agreement to the

restrictions set forth within the RCA was a condition of his employment.

14. Shortly after being hired by Radian, Eckardt was presented with various

stock option agreements, which purported to allow Eckardt to exercise stock options after

several years of employment with Radian (“Stock Option Agreements”). Said Stock

Option Agreements contained the same far-reaching Restrictive Covenant as is found

within the RCA. True and accurate copies of the Stock Option Agreements are collectively

attached hereto as Exhibit “B.”

15. Eckardt signed the Stock Option Agreements without the assistance of

counsel of an attorney, and premised upon the false promise that he would be entitled to

subsequently acquire stock in Radian, at a below-market price, at a later time.

16. Over the ensuing three months, it became clear to Eckardt that Radian’s

promises of leading the homegenius real estate business were false and misleading, and

that Eckardt’s position did not include any degree of responsibility or creative freedom. He

had no control on the public market guidance or strategy that was provided by the Radian

executive team on June 10, 2021 on the business he was hired to lead.

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17. On July 5, 2021, Eckardt tendered his resignation to Radian.

18. Following his resignation Eckardt dutifully returned all intellectual property

that came into his possession while employed by Radian, and Eckardt cooperated with the

efforts of Radian to recover access to various applications and programs to which Eckardt

had been given access while employed briefly at Radian.

19. Thus, Eckardt retained no confidential or proprietary material and/or

information belonging to Radian.

20. Following his resignation from Radian, Eckardt verbally accepted

employment with The Real Brokerage Company, Inc. (“RBC”), an entity that does not

compete with Radian in any manner related to Eckardt’s former role at Radian.

21. In order to provide assurances to Radian concerning the non-competitive

nature of his contemplated employment with RBC, Eckardt provided Radian with a

detailed job description, outlining the fact that Eckardt was not to become engaged in

developing real estate software or web-based applications to commercialize that are

related, in any way, to the types of programs that were being contemplated by Radian at

the time of Eckardt’s employ.

22. On July 8, 2021, Radian (acting through its counsel) served upon Eckardt a

letter demanding that he immediately cease and desist from continuing his employment

with RBC, under threat of immediate litigation. A true and accurate copy of said cease-

and-desist letter is attached as Exhibit “C.”

23. In addition, Radian (acting through its counsel) went so far as to send a

cease-and-desist letter to RBC, threatening litigation in the event Eckardt were to become

employed by RBC.

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24. The above conduct on the part of Radian has jeopardized Eckardt’s

employment with RBC, and has impacted Eckardt’s ability to pursue his livelihood in the

field of his choice.

25. As it stands, Radian is poised to make good on its threat to commence suit

in the forum of its choice, and to seek immediate injunctive relief to prevent Eckardt from

continuing his employment with RBC, in a purported attempt to enforce the Restrictive

Covenant.

26. The Restrictive Covenant, as written and as applied to the circumstances

presented herein, is unenforceable.

27. There presently exists a present and actionable controversy concerning the

validity, enforceability and scope of the Restrictive Covenant.

AS AND FOR A FIRST CAUSE OF ACTION

(Declaratory Judgment)

28. Plaintiff repeats and realleges each and every allegation set forth in

Paragraphs 1 - 27 as though set forth herein.

29. By this cause of action, Plaintiff seeks a judgment declaring that the

Restrictive Covenant is void and unenforceable, and that Plaintiff is not bound by the

restrictions found therein.

30. If Plaintiff does not obtain a prompt judicial declaration of the legal

relationship between the parties concerning the Restrictive Covenant, he will be compelled

to choose between employment opportunities and other legitimate interests, on one hand,

or the risk of liability and the specter of damaging judicial restraints, on the other.

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31. Accordingly, the issues presented herein raise questions of actual

controversy between the parties concerning Plaintiff's continuing obligations (if any) to

Defendant under the Restrictive Covenant.

32. The Restrictive Covenant is invalid, void and unenforceable, as written, for,

among others, the following reasons:

a. Radian does not possess a legitimate interest in preventing Eckardt from
engaging in free and fair competition with it, either directly or indirectly;

b. Radian does not possess a legitimate interest in preventing Eckardt from
utilizing the skills, talents, and general knowledge that he acquired
throughout the course of his career;

c. Radian does not possess a legitimate interest in preventing Eckardt from
soliciting the trade or patronage of those clients and/or accounts that he did
not service during the course of his employment with Radian;

d. Radian does not possess a legitimate interest in seeking to prevent Eckardt
from soliciting the trade or patronage of an unidentified universe of
prospective Radian clients or accounts;

e. Radian does not have a legitimate interest in preventing Eckardt from
engaging in the solicitation of unidentified potential customers, without
regard to whether said customers have any relation to Radian, or to
Eckardt’s activities while employed by Radian;

f. Radian does not have a legitimate interest in preventing Eckardt from
engaging in employment in his chosen field;

g. the Restrictive Covenant is unreasonably overbroad;

h. the Restrictive Covenant is not narrowly drawn to as to go no further than
to protect Radian's legitimate interests;

i. the Restrictive Covenant would, if enforced as written, impose an undue
hardship upon Eckardt;

j. the Restrictive Covenant, if enforced as written, would be injurious to the
public;

k. the Restrictive Covenant is not reasonably limited in geographic scope;

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l. the Restrictive Covenant is not reasonably limited in duration, and

m. the Restrictive Covenant was presented to Eckardt as a condition of his
employment.

33. Upon information and belief, Radian either knew, or should have known,

at the time it presented the Restrictive Covenant to Eckardt, that the Restrictive Covenant

was unreasonably overbroad, void and unenforceable.

34. Accordingly, Eckardt is entitled to a judgment of this Court declaring that

the Restrictive Covenant is void and of no force and effect, and that Eckardt is not bound

by the restrictions and limitations set forth therein.

REQUEST FOR RELIEF

WHEREFORE, Plaintiff is entitled to judgment against Defendant, granting the

following relief:

A. On his First Cause of Action, judgment declaring that the Restrictive
Covenant is overbroad, unenforceable, null and void, with no further force
or effect, together with

B. All such other and further relief as the Court may deem just, equitable or
appropriate under the circumstances.

DATED: August 13, 2021
Albany, New York

HODGSON RUSS LLP

By: ______________________________
Scott C. Paton
Attorneys for Plaintiff
677 Broadway, Suite 301
Albany, New York 12207
(518) 433-2450
spaton@hodgsonruss.com
8

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VERIFICATION

STATE OF NEW YORK
) ss.:
COUNTY OF SARATOGA

ERIC ECKARDT, being duly sworn, deposes and
says:

I am the Plaintiff herein, and am fully familiar with
the facts and circumstances surrounding this matter. I have
read the Verified Complaint attached hereto and know the
contents thereof and that the contents thereof are true to my
knowledge except as to matters stated to be alleged upon
information and belief and as to those matters I believe the
same to be true.

Eric Eckardt

Sworn to before me this
1,i; day of August, 2021
Karen Hickland
Notary Public, State of New York
Reg. No. 01H16416992
\(aits-An Qualified in Washington County..
Commission Expires 05/03/20L/P

Notary Public

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EXHIBIT A
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radian

RADIAN GROUP INC.
RESTRICTIVE COVENANTS AGREEMENT

Your Information:

Name: Eric Eckardt

Address: 32 Arrowhead Road

Saratoga Springs, New York 12866
Date: December 01, 2020

"
C.,up-,,y. Radian Group Inc., its affiliates, and their respective successors or assigns (co!!ective!y, the
Company")
Address: Radian Group Inc.

1500 Market Street
Philadelphia, PA 19102

In consideration of your empicyrüõñt with the Company, the compensation the Campany has agreed to
pay you, and your access to CGr"rf 2 Information and Trade Secrets (as such term is defined below),
the receipt and sufficiancy of which you acknowledge, you agree to this Restrictive Covenants
Agreement (this "Agreement"), as follows:

1. Restrictive Covenants.
(a) You acknowledge and agree that, during and after your empteyment with the Company, you will be
subject to, and will comply with, the applicable coññdenth!!ty and other terms specified in the Company's
Code of Conduct and Ethics, inc|üdiñg terms appikeble to former employees. The Code of Conduct and
Ethics is attached to this document for your reference. The Code of Conduct and Ethics, including any
future revisions to the Code of Conduct and Ethics, are incorporated into and made a part of this
Agreameni as if fully set forth herein.

(b) You acknew!edge that your relationship with the Company is one of confidence and trust such that
you are, and may in the future be, privy to and/or you will develop Confidential Information and Trade
Secrets of the Company. Subject to the provisions of subsection (k), you agree that, at all times during
your emp!eyment and after your emp!eyment with the Company terminates for any reason, whether by
you or by the Carapâñy,

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August 19, 2021

Case Filing Date

August 13, 2021

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