Equity Plan Advisory Service Terms and Conditions

These Equity Plan Advisory Service Terms and Conditions (“Terms and Conditions”) shall govern the provision of the Equity Plan Advisory Service to Purchaser and are incorporated into the Order Form to which they are attached. Purchaser’s acceptance of these Terms and Conditions shall be deemed by (i) Purchaser signing the applicable Order Form referencing these Terms and Conditions, or (ii) Purchaser’s acceptance of the Equity Plan Advisory Service or any EP Advisory Report(s), whichever occurs first. Any capitalized terms used but not defined in these Terms and Conditions shall have the meaning assigned to them in the applicable Order Form. Notwithstanding anything to the contrary in these Terms and Conditions or in any Order Form, the Equity Plan Advisory Service is provided by Glass Lewis Corporate LLC. These Terms and Conditions supersede any and all prior or contemporaneous understandings, arrangements, or agreements between Glass Lewis and Purchaser with respect to the Equity Plan Advisory Service. Except as otherwise set forth in an applicable Order Form signed by Purchaser and Glass Lewis, any different or additional terms and conditions in any other documents, such as a purchase order or other such document submitted by Purchaser are hereby expressly rejected and shall have no force or effect.

1. Subject to these Terms and Conditions, Glass Lewis hereby grants Purchaser a revocable, nontransferable, nonexclusive, non-sublicensable, limited corporate license to access and use the materials delivered to Purchaser as part of the Equity Plan Advisory Service (e.g., the EP Advisory Report(s)) for internal purposes only. For the avoidance of doubt, the provision of the EP Advisory Report(s) as well as the EP Advisory Report(s) themselves shall be considered part of the Equity Plan Advisory Service and all references to the Equity Plan Advisory Service in these Terms and Conditions shall include the EP Advisory Report(s). Unless specifically authorized by Glass Lewis in writing, Purchaser may only use or disclose any EP Advisory Reports internally, which is defined as the ability to share them with Purchaser’s employees and board members, or to Purchaser’s external compensation consultant(s), provided, however, that any such external compensation consultant(s) are not a competitor of Glass Lewis. Any other use of an EP Advisory Report not expressly authorized in writing by Glass Lewis is strictly prohibited. All right, title and interest in each EP Advisory Report and any intellectual property rights related thereto are and shall continue to be the exclusive property of Glass Lewis and its suppliers.

2. Purchaser acknowledges and agrees that: (i) the Equity Plan Advisory Service is for informational purposes only; (ii) Purchaser possesses sufficient knowledge and experience, and uses its own judgement, prior to selecting, adopting and/or customizing its own equity plan(s); and (iii) Purchaser assumes the sole responsibility of evaluating the merits and risks associated with the use of the Equity Plan Advisory Service in conjunction with such equity plan(s).

3. Purchaser acknowledges and agrees that it is solely responsible for: (i) providing Glass Lewis, or instructing its agents to provide to Glass Lewis, on a timely basis, all information, documents, and files necessary for the performance of the Equity Plan Advisory Service in the format requested by Glass Lewis (“Equity Plan Data”); and (ii) ensuring Glass Lewis continues to receive accurate, complete, and up-to-date Equity Plan Data for as long as Glass Lewis provides the Equity Plan Advisory Service to Purchaser. In no event shall Glass Lewis be held liable for any damages resulting from inaccurate, incomplete, or obsolete Equity Plan Data delivered to Glass Lewis.

4. For purposes of these Terms and Conditions, “Privacy and Data Protection Laws” shall refer to all applicable laws, rules, directives and regulations, worldwide, pertaining to data privacy and protection. Purchaser represents and warrants to Glass Lewis that it has: (i) collected and processed the Equity Plan Data in compliance with all Privacy and Data Protection Laws; and (ii) obtained all rights and consents necessary under applicable Privacy and Data Protection Laws to provide the Equity Plan Data to Glass Lewis and to permit Glass Lewis to collect and process such Equity Plan Data for the purpose of providing the Equity Plan Advisory Service to Purchaser. Moreover, Purchaser consents to having the Equity Plan Data transmitted, collected, processed, and stored by Glass Lewis for the purpose of providing the Equity Plan Advisory Service to Purchaser, as detailed in the Glass Lewis Privacy Statement.

5. Glass Lewis shall take commercially reasonable technical and organizational measures to maintain the security of the Equity Plan Data and protect it against accidental loss or unlawful destruction, alteration, disclosure, or access as set forth in the Glass Lewis Privacy Statement. Moreover, Glass Lewis agrees to comply with any Privacy and Data Protection Laws applicable to the performance of its obligations hereunder.

6. Purchaser agrees that, notwithstanding any other promise of confidentiality but without disclosing any Confidential Information (as defined below) of Purchaser, in accordance with Glass Lewis’ Policies and Procedures for Managing and Disclosing Conflicts of Interest, Glass Lewis shall be permitted to disclose the existence and nature of Purchaser’s relationship with Glass Lewis, as well as the amount of fees invoiced and/or collected by Glass Lewis for the provision of the Equity Plan Advisory Services.

7. Purchaser acknowledges and agrees that Glass Lewis does not warrant or guarantee that the Equity Plan Advisory Service, or Purchaser’s use thereof, will achieve any particular result or outcome for Purchaser. Purchaser further acknowledges and agrees that: (i) Glass Lewis’ proxy vote recommendations may consider factors outside of the scope of Glass Lewis’ equity plan model and methodologies; (ii) Glass Lewis may alter or modify its equity plan model and methodologies, at any time, in Glass Lewis’ sole discretion; and (iii) Glass Lewis’ research department (“Glass Lewis Research”) operates independently and that, under Glass Lewis’ conflicts safeguards, Purchaser’s receipt of the Equity Plan Advisory Service will not be disclosed to Glass Lewis Research and will not entitle Purchaser to any preferential treatment from Glass Lewis Research.

8. Notwithstanding anything to the contrary in these Terms and Conditions, Glass Lewis shall not be restricted, in any form or manner, from using, adapting, modifying, reproducing, disclosing, displaying, distributing, transmitting, publishing, or creating derivative works from, for any purpose, including commercial purposes, the Residuals (as defined below) or “De-Identified Information” (as defined below) resulting from access to or work with the Equity Plan Data or any other Confidential Information (defined below) of Purchaser, provided, however, that Glass Lewis shall maintain the confidentiality of the Equity Plan Data and/or Purchaser Confidential Information itself, as provided in these Terms and Conditions. “Residuals” shall mean information or knowledge that may be retained by persons who have had access to the Equity Plan Data or Purchaser Confidential Information, including concepts, ideas, know-how, or techniques contained therein or derived therefrom. “De-Identified Information” shall mean anonymized and aggregated information derived from the Equity Plan Data or Purchaser Confidential Information.

9. If Purchaser provides Glass Lewis or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information regarding the Equity Plan Advisory Service (“Feedback”), Purchaser irrevocably assigns to Glass Lewis all right, title, and interest in and to the Feedback. In the event such assignment is invalid for any reason, Purchaser hereby irrevocably grants Glass Lewis and its affiliates a non-exclusive, worldwide, royalty-free, paid-up, perpetual, irrevocable, fully transferable and sublicensable right and license to use, adapt, modify, reproduce, display, distribute, transmit, publish, perform, reformat, and create derivative works of the Feedback for any purpose, including commercial purposes, and sublicense the foregoing rights to any third party; provided, however, that Glass Lewis shall maintain the confidentiality of any Equity Plan Data and/or Purchaser Confidential Information contained in such Feedback, as set forth in these Terms and Conditions. Purchaser hereby represents and warrants that: (i) the Feedback is Purchaser’s original work, or Purchaser obtained the Feedback in a lawful manner; and (ii) Glass Lewis and its sublicensees’ exercise of their respective rights under the license above shall not violate any third-party’s rights, including any intellectual property, privacy, or publicity rights. Purchaser agrees that it shall provide Glass Lewis such assistance as Glass Lewis might reasonably require to document, perfect, or maintain Glass Lewis’s rights in and to Feedback.

10. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE EQUITY PLAN ADVISORY SERVICE IS PROVIDED “AS IS”, EXCLUSIVE OF ANY WARRANTY WHATSOEVER; GLASS LEWIS AND ITS AFFILIATES, LICENSORS, THIRD-PARTY MATERIALS PROVIDERS, AND SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE; AND GLASS LEWIS AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE EQUITY PLAN ADVISORY SERVICE AND ANY EP ADVISORY REPORTS, OR THE RESULTS OBTAINED BY THEIR USE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. Neither Glass Lewis, its affiliates, licensors, and its suppliers, nor any officer, director, employee, subcontractor, agent, successor, or assign thereof (“Covered Party”) shall be liable for any loss, injury, claim, liability or damage of any kind arising out of or relating to: (a) any errors or omissions in the Equity Plan Advisory Service; (b) any action or omission by Purchaser, its agents or employees, or any third-party related thereto, in reliance on the Equity Plan Advisory Service; (c) the unavailability, interruption, or delay of the Equity Plan Advisory Service or any portion thereof; (d) Purchaser’s misuse of the Equity Plan Advisory Service, including, without limitation Purchaser’s use thereof in violation of these Terms and Conditions or applicable law; (e) any delay or failure in performance beyond the reasonable control of a Covered Party such as, but not limited to, war, strikes, fires, floods, acts of God, governmental restrictions, power failures, or damage or destruction of any network facilities or servers; (f) the breach by Purchaser, its agents or employees, or any third-party related thereto, of any of Purchaser’s representations, covenants, or agreements hereunder; or (g) the transmission of the Equity Plan Advisory Service beyond the point of Purchaser. The foregoing limitation of liability shall not apply if any such loss, injury, claim, liability, or damage is attributable to a Covered Party’s gross negligence, fraud, willful misconduct, or violation of law.

12. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH COVERED PARTY ARISING OUT OF OR RELATED TO THE EQUITY PLAN ADVISORY SERVICE EXCEED THE TOTAL AMOUNT PAID BY PURCHASER TO GLASS LEWIS HEREUNDER FOR THE EQUITY PLAN ADVISORY SERVICE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

13. IN NO EVENT WILL THE COVERED PARTIES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE EQUITY PLAN ADVISORY SERVICE FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

14. Both Purchaser and Glass Lewis (each a “Party”) understand and agree that in the performance of the Equity Plan Advisory Service each Party may have access to confidential and proprietary information of the other Party, including (i) information and materials concerning the disclosing Party’s products, technology, services, finances, personnel, business practices, processes, and policies; and (ii) all other information marked as proprietary and confidential by a Party and provided to the other Party (collectively referred to herein as “Confidential Information”). Moreover, Purchaser’s equity plan(s) and all information related thereto and delivered to Glass Lewis by Purchaser or its agents for the purposes set forth in these Terms and Conditions, shall be deemed Confidential Information hereunder. Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing Party; (b) it shall maintain the confidentiality and secrecy of the Confidential Information received from the disclosing Party; (c) it shall use the Confidential Information only for the purposes of these Terms and Conditions in connection with the Equity Plan Advisory Service; (d) it shall not copy, publish, disclose to others, or use (other than pursuant to the terms hereof) the Confidential Information; (e) it shall limit any disclosure to its employees who have a need to know such information to perform their obligations under these Terms and Conditions; and (f) it shall return or destroy all copies of Confidential Information upon the written request of the disclosing Party; provided, however, that the receiving Party shall not be required to destroy: (x) any deleted Confidential Information of the disclosing Party contained in any files on hard drives, servers, or other electronic storage media that are recoverable after deletion; (y) any electronic records containing Confidential Information of the disclosing Party which have been created pursuant to automatic archiving or backup procedures; or (z) any Confidential Information the receiving Party may be required to retain by applicable law, rules or regulations or its bona fide generally-applicable internal document retention and/or recordkeeping policies; provided that the receiving Party shall continue to maintain the confidentiality of such Confidential Information in accordance with the terms hereof. In the event of a material breach by either Party of this Section 14, the other Party shall be entitled to seek injunctive relief, a decree for specific performance, and any other relief allowed under applicable law. The foregoing restrictions on Confidential Information shall not apply to any information to the extent it: (a) is or becomes generally known or available through no act or omission on the part of the receiving Party in violation of these Terms and Conditions; (b) is disclosed to third parties by the disclosing Party without restriction on such third parties; (c) is disclosed to the receiving Party by a third party, who, to the knowledge of the receiving Party, does not have an obligation of confidentiality with respect thereto; (d) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information; (e) is released from confidential treatment by written consent of the disclosing Party; or (f) is required to be disclosed pursuant to law, a valid court order, arbitration proceeding or decision, or a valid administrative or regulatory decision, proceeding, request, or examination (“Legal Obligation”). If the receiving Party is required to disclose any Confidential Information pursuant to a Legal Obligation, the receiving Party shall provide prompt written notice of such requirement to the disclosing Party (to the extent legally permissible) so that the disclosing Party may seek a protective order or other appropriate remedy. The receiving Party shall cooperate, to the extent reasonable and appropriate, and at the disclosing Party’s expense, with the disclosing Party if the disclosing Party decides to oppose or to seek to restrain such disclosure. If the disclosing Party fails to obtain a protective order or other injunctive relief, the receiving Party may disclose only that information which its counsel reasonably advises it is compelled to disclose.

15. Any controversy or claim arising out of or relating to the Equity Plan Advisory Service, or these Terms and Conditions (including, without limitation, the breach thereof) shall be settled by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be San Francisco, California and the governing law shall be the laws of the State of New York, without regard to its conflicts of interest laws. All arbitrations shall be conducted in English.

16. No changes, modifications or waivers to these Terms and Conditions shall be binding unless in writing and signed by Purchaser and Glass Lewis. These Terms and Conditions shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms and Conditions will remain in effect. All provisions of these Terms and Conditions that are, or could reasonably be interpreted to be, intended to survive expiration or termination shall continue in full force and effect after any such expiration or termination.

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