This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 5, 2020, is entered into by and between Broadmark Realty Capital Inc., a Maryland corporation (the “Company”), and Nevin Boparai, an individual (“Employee”).
A.The Company desires to employ Employee, and Employee desires to be employed by the Company, as of September 8, 2020 (the “Effective Date”) on the terms and subject to the conditions set forth in this Agreement; and
B.Employee shall have access to valuable confidential and proprietary information used in the business of the Company, including financial data, customer data, operational data, trade secrets and other intellectual property that if disclosed to or used by competitors or potential competitors would cause irreparable harm to the Company, and as a result, Employee and the Company desire to provide the Company with adequate protection from the unauthorized disclosure or use of the Company’s confidential and proprietary information;
C.Effective as of the Effective Date, Employee wishes to accept employment with the Company upon the terms and conditions set forth in this Agreement.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
The Company may terminate this Agreement pursuant to a Termination for Cause at any time immediately upon notice to Employee.
6.Non-Competition and Non-Solicitation.
(d)Employee agrees not to make, or cause any other person to make, any public statement that criticizes or disparages the Company, or its officers, employees, directors or products. Nothing set forth herein shall be interpreted to prohibit Employee from responding publicly to incorrect public statements, making truthful statements when required by law, subpoena, court order, or the like and/or from responding to any inquiry about this Agreement or its underlying facts and circumstances by any regulatory or investigatory organization and/or from making any truthful statements in the course of any litigation.
(e)Pursuant to 18 U.S.C. § 1833(b), Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to Employee’s attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and use the trade secret information in the court proceeding, if Employee files any document containing the trade secret under seal and does not disclose the trade secret except under court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.
If to Employee:
The last address on file with the Company
If to the Company:
Broadmark Realty Capital, Inc.
1420 Fifth Ave, Suite 2000
Seattle, WA 98101
with a copy to:
Bryan Cave Leighton Paisner LLP
1201 W Peachtree St NW
Atlanta, GA 30309
Attention: Eliot Robinson
or to such other address as the parties hereto may designate in writing to the other in accordance with this Section 11. Any party may change the address to which notices are to be sent by giving written notice of such change of address to the other parties in the manner above provided for giving notice.
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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first written above.
BROADMARK REALTY CAPITAL INC.
/s/ Jeffrey B. Pyatt
Name: Jeffrey B. Pyatt
Title: Chief Executive Officer
/s/ Nevin Boparai