Cooperation. During and after the Executive’s employment, Executive shall cooperate fully with each member of the Company Group in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of any member of the Company Group which relate to events or occurrences that transpired while Executive was employed by or providing services to the Company or any member of the Company Group (or any of their predecessors). Executive’s full cooperation in connection with such claims or actions shall include, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company or any member of the Company Group at mutually convenient times. During and after Executive’s employment, Executive also shall cooperate fully with the Company and any member of the Company Group in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company or any member of the Company Group (or any of their predecessors). The Company shall reimburse Executive for any reasonable out-of-pocket expenses incurred in connection with Executive’s performance of obligations pursuant to this Section 13, but, absent written agreement with the Company expressly to the contrary, Executive will not receive additional compensation for any such cooperation.and If Executive is required to expend greater than ten (10) hours of his time in providing such cooperation, then the Company shall compensate Executive at the hourly rate equal to $500 per hour. Notwithstanding the foregoing, the Company shall not be required to compensate Executive for Executive’s cooperation or time spent arising out of or related to Executive’s fraud, willfull misconduct, bad faith or gross negligence.

Cooperation. During and afterExecutive agrees to reasonably cooperate with the Executive’s employment, Executive shall cooperate fully with each member of the Company Group in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of any member of the Company GroupCompany, or involving the Company’s participation as a non-party, which relate to events or occurrences that transpired while Executive was employed by or providing services to the Company or any member of the Company Group (or any of their predecessors).Company. Executive’s fullreasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company or any member of the Company Group at mutually convenient times. During and after Executive’s employment,Company. Executive also shallagrees to reasonably cooperate fully with the Company and any member of the Company Group in connection with any investigation or review of any federal, statestate, or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company or any member of the Company Group (or any of their predecessors).Company. The Company shall reimburse Executive for Executive's reasonable out of pocket travel expenses and costs incurred by Executive related to the Company's request for Executive to assist the Company or its legal counsel with respect to any reasonable out-of-pocket expenses incurred in connection with Executive’s performance of obligationssuch legal proceedings, or as may be required pursuant to this Section 13, but, absent written agreement withsubpoena or other legal process involving the Company expresslyand Executive and shall provide compensation to the contrary, Executive will not receive additional compensation for any such cooperation.and If Executive is required to expend greater than ten (10) hours of his time and efforts at a rate of Two Hundred Fifty and 00/100 Dollars ($250) per hour. Executive understands that in providing such cooperation, thenany legal action, investigation, or review covered by this Paragraph 5(a), the Company shall compensateexpects Executive at the hourly rate equal to $500 per hour. Notwithstanding the foregoing, the Company shall not be required to compensate Executive for Executive’s cooperationprovide only accurate and truthful information or time spent arising out of or related to Executive’s fraud, willfull misconduct, bad faith or gross negligence. testimony.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with each member of the Company Group in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of any member of the Company Group which relate to events or occurrences that transpired while the Executive was employed by or providing services to the Company or any member of the Company Group (or any of their predecessors).Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company or any member of the Company Group at mutually convenient times. During and after the Executive’s employment, the Executive also shall reasonably cooperate fully with the Company and any member of the Company Group in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company or any member of the Company Group (or any of their predecessors).Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 13, but, absent written agreement with the Company expressly to the contrary, Executive will not receive additional compensation for any such cooperation.and If Executive is required to expend greater than ten (10) hours of his time in providing such cooperation, then the Company shall compensate Executive at the hourly rate equal to $500 per hour. Notwithstanding the foregoing, the Company shall not be required to compensate Executive for Executive’s cooperation or time spent arising out of or related to Executive’s fraud, willfull misconduct, bad faith or gross negligence. [Section 11(k)].

Litigation and Regulatory Cooperation. During and after the Executive’Executive’s employment, the Executive shall cooperate fully with each member of the Company Group in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of any member of the Company Group which relate to events or occurrences that transpired while the Executive was employed by or providing services to the Company or any member of the Company Group (or any of their predecessors). Executive’Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company or any member of the Company Group at mutually convenient times. During and after Executive’the Executive’s employment, the Executive also shall cooperate fully with the Company and any member of the Company Group in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company or any member of the Company Group (or any of their predecessors). The Company shall reimburse Executive for any reasonable out-of-pocket expenses incurred in connection with Executive’s performance of obligationsCompany. Any cooperation pursuant to this Section 13, but, absent written agreement with the Company expressly8(b) is subject to the contrary,Company’s obligation to # reimburse the Executive will not receive additional compensation for any such cooperation.expenses incurred during activities reasonably performed at the Company’s request pursuant to this Section 8(b), subject to the same standards and If Executive is requiredprocedures as apply to expend greater than ten (10) hours of his time in providing such cooperation, thenbusiness expense reimbursements pursuant to the Company shallCompany’s Travel and Expense reimbursement policy, and # compensate the Executive at the hourlya daily rate equal to $500 per hour. Notwithstanding the foregoing,sum of the CompanyExecutive’s annual Base Salary as of the date of the Executive’s separation from employment and the Executive’s Annual Incentive Cash Compensation, divided by 365, to the extent that the Executive reasonably expends any time in performing activities at the Company’s request pursuant to this Section 8(b) at any time after the Executive’s separation from employment; provided that the Executive acknowledges that he shall not at any time be requiredentitled to compensate Executivecompensation for Executive’s cooperation or time spent arising out ofin activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or related to Executive’s fraud, willfull misconduct, bad faith or gross negligence. trials.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall use reasonable efforts to cooperate fully with each member of the Company Group in the defense or prosecution of any claims or actions now in existence or whichthat may be brought in the future against or on behalf of any member of the Company Group whichthat relate to events or occurrences that transpired while the Executive was employed by or providing services to the Company or any member of the Company Group (or any of their predecessors).Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company or any member of the Company Group at mutually convenient times. During and after the Executive’s employment, the Executive also shall use reasonable efforts to cooperate fully with the Company and any member of the Company Group in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company or any member of the Company Group (or any of their predecessors).Company. The Company shall reimburse the Executive for any reasonable out-of-out‑of‑pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 13, but, absent written agreement with the Company expressly to the contrary, Executive will not receive additional compensation for any such cooperation.and If Executive is required to expend greater than ten (10) hours of his time in providing such cooperation, then the Company shall compensate Executive at the hourly rate equal to $500 per hour. Notwithstanding the foregoing, the Company shall not be required to compensate Executive for Executive’s cooperation or time spent arising out of or related to Executive’s fraud, willfull misconduct, bad faith or gross negligence.7(c).

Cooperation. DuringLitigation and after the Executive’s employment,Regulatory Cooperation. Executive shall cooperate fully with each member of the Company GroupEmployer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of any member of the Company Group whichEmployer that relate to events or occurrences that transpired while Executive was employed by Employer. Executive shall also cooperate fully with Employer in connection with any examination or providing servicesreview of any federal or state regulatory authority as any such examination or review relates to the Companyevents or any member of the Company Group (or any of their predecessors).occurrences that transpired when Executive was employed by Employer. Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company or any member of the Company GroupEmployer at mutually convenient times. Duringtimes and after Executive’s employment, Executive also shall cooperate fully with respect of and deference to the Companyneeds and any member of the Company Group in connection with any investigation or reviewrequirements of any federal, state or local regulatory authority as anyfuture employer of executive. If such investigation or review relatescooperation is required after Executive ceases to events or occurrences that transpired while Executive wasbe employed by the Company or any memberEmployer, Employer shall pay Executive for such cooperation at a fee of the Company Group (or any of their predecessors). The Company shalltwo hundred dollars ($200.00) per hour, payable monthly in arrears, and will reimburse Executive for any reasonable out-of-pocket expenses incurred in connection with Executive’s performance of obligations pursuant to this Section 13, but, absent written agreement with the Company expressly to the contrary, Executive will not receive additional compensation for any such cooperation.and If Executive is required to expend greater than ten (10) hours of his time in providing such cooperation, then the Company shall compensate Executive at the hourly rate equal to $500 per hour. Notwithstanding the foregoing, the Company shall not be required to compensate Executive for Executive’s cooperation or time spent arising out of or related to Executive’s fraud, willfull misconduct, bad faith or gross negligence. therewith.

Cooperation. During and after the Executive’s employment,18-month period following the Termination Date, Executive shallagrees to reasonably cooperate fully with each member of the Company GroupCompanies in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of any memberthe Companies which relate to events or occurrences that occurred while Executive was employed by the Companies and of which Executive has relevant knowledge. Executive's reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available for telephone conferences with outside counsel and/or personnel of the Companies, being available for interviews, depositions and/or to act as a witness on behalf of the Company, if reasonably requested, and at the Board's reasonable request responding to any inquiries about the particular matter. Executive further agrees to reasonably and truthfully cooperate with the Company Group which relatein connection with any investigation or review by any federal, state or local regulatory authority relating to events or occurrences that transpired while Executive was employed by or providing services to the Company or any member of the Company Group (or any of their predecessors). Executive’s full cooperation in connection with such claims or actions shall include, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company or any member of the Company Group at mutually convenient times. During and after Executive’s employment, Executive also shall cooperate fully with the Company and any member of the Company Group in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired whilewhich Executive was employed by the Company or any member of the Company Grouphas relevant knowledge. The Companies shall promptly pay (or any of their predecessors). The Company shall reimbursepromptly reimburse) Executive # for any and all reasonable out-of-pocket expenses incurred by Executive in connection with Executive’s performancesuch cooperation, and # a reasonable hourly rate (which will be determined the Compensation Committee of obligationsthe Board) to Executive for all time provided pursuant to this Section 13, but, absent written agreement with the Company expressly to the contrary, Executive will not receive additional compensation for any such cooperation.and If Executive is required to expend greater than ten (10) hours12 in excess of his time in providing such cooperation, then the Company shall compensate Executive at the hourly rate equal to $500 per hour. Notwithstanding the foregoing, the Company shall not be required to compensate Executive for Executive’s cooperation or time spent arising out of or related to Executive’s fraud, willfull misconduct, bad faith or gross negligence. 25 hours.

Cooperation. During and after the Executive’s employment, Executive shallagrees to cooperate fully with each member of the Company Group in the defensedefense, prosecution or prosecutionconduct of any claimsclaims, actions, investigations, or actionsreviews now in existence or which may be broughtinitiated in the future againstagainst, involving or on behalf of any member of the Company Groupor any subsidiary which relate to events or occurrences that transpired while Executive was employed by or providing services to the Company or any member of the Company Group (or any of their predecessors)(“Cooperation Matters”). Executive’s full cooperation in connection with such claims or actions shallCooperation Matters will include, but not be limited to, being available to meetfor telephone conferences with outside counsel to prepareand/or personnel of the Company, being available for discovery interviews, depositions and/or trial and to act as a witness on behalf of the Company or any member of the Company Group at mutually convenient times. During and after Executive’s employment, Executive also shall cooperate fully with the Company and any member of the Company Group in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company or any member of the Company Group (or any of their predecessors).Company, if reasonably requested. The Company shallwill reimburse Executive for anyall reasonable out-of-pocket expenses incurred by Executive in connection with Executive’s performance of obligations pursuantsuch cooperation with respect to this Section 13, but, absent written agreement with the Company expressly to the contrary, Executive will not receive additional compensation for any such cooperation.and If Executive is required to expend greater than ten (10) hours of his time in providing such cooperation, then the Company shall compensate Executive at the hourly rate equal to $500 per hour. Notwithstanding the foregoing, the Company shall not be required to compensate Executive for Executive’s cooperation or time spent arising out of or related to Executive’s fraud, willfull misconduct, bad faith or gross negligence. Cooperation Matters.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with each member of the Company Group in # the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of any member of the Company Group which relate to events or occurrences that transpired while the Executive was employed by the Company, and # the investigation, whether internal or providing services toexternal, of any matters about which the Company believes the Executive may have knowledge or any member of the Company Group (or any of their predecessors).information. The Executive’s full cooperation in connection with such claimsclaims, actions or actionsinvestigations shall include, but not be limited to, being available to meet with counsel to answer questions or to prepare for discovery or trial and to act as a witness on behalf of the Company or any member of the Company Group at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and any member of the Company Group in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company or any member of the Company Group (or any of their predecessors). The Company shall reimburse Executive for any reasonable out-of-pocket expenses incurred in connection with Executive’s performance of obligations pursuant to this Section 13, but, absent written agreement with the Company expressly to the contrary, Executive will not receive additional compensation for any such cooperation.and If Executive is required to expend greater than ten (10) hours of his time in providing such cooperation, then the Company shall compensate Executive at the hourly rate equal to $500 per hour. Notwithstanding the foregoing, the Company shall not be required to compensate Executive for Executive’s cooperation or time spent arising out of or related to Executive’s fraud, willfull misconduct, bad faith or gross negligence.

Cooperation. DuringUpon the receipt of notice from the Company (including by outside counsel), during the Term of Employment and after the Executive’s employment,thereafter, Executive shall cooperate fullyrespond and provide information with each memberregard to matters in which Executive has knowledge as a result of Executive’s employment with the Company, and shall provide reasonable assistance to the Company Groupand its representatives in defense of any claims that may be threatened or made against the Company, and shall assist the Company in the defense orinvestigation and prosecution of any claims or actions now in existence or whichthat may be brought inmade by the future against or on behalfCompany, to the extent that such claims may relate to the period of Executive’s employment with the Company. Executive agrees to promptly inform the Company if Executive becomes aware of any memberlawsuits involving such claims that may be filed or threatened against the Company. Executive also agrees to promptly inform the Company (to the extent that Executive is not legally prohibited from doing so) if Executive is asked to assist in any investigation of the Company Group which relate to events(or its actions), regardless of whether a lawsuit or occurrences that transpired while Executive was employed by or providing services toother proceeding has then been filed against the Company or any member of the Company Group (or any of their predecessors). Executive’s full cooperation in connection with respect to such claims or actionsinvestigation, and shall include, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company or any member of the Company Group at mutually convenient times. During and after Executive’s employment, Executive also shall cooperate fully with the Company and any member of the Company Group in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company or any member of the Company Group (or any of their predecessors). The Company shall reimburse Executive for any reasonable out-of-pocket expenses incurred in connection with Executive’s performance of obligations pursuant to this Section 13, but, absent written agreement with the Company expressly to the contrary, Executive will not receive additional compensation for any such cooperation.anddo so unless legally required. If Executive is required to expend greater than ten (10) hoursprovide any services pursuant to this Section 6(g) after the end of his time in providingthe Term of Employment, then # any request for such cooperation, thencooperation shall take into account Executive’s business commitments to a subsequent employer and other personal activities, # the Company shall compensatepay or reimburse Executive, in accordance with the Policies, for all reasonable expenses incurred by Executive at the hourly rate equal to $500 per hour. Notwithstanding the foregoing,in complying with this Section 6(g), and (iii) the Company shall not be required to compensatepay Executive foran hourly consulting fee based upon Executive’s cooperation or time spent arising outmost recent Annual Base Salary for any services under this [Section 5(g)] in excess of or related to Executive’s fraud, willfull misconduct, bad faith or gross negligence. twenty (20) hours of service.