Cooperation. As part of the consideration for the benefits furnished to Executive under this Agreement, Executive agrees to cooperate fully with the Company upon reasonable prior notice subject to the Executive’s other commitments, in the investigation, prosecution and/or defense of any legal actions and claims concerning the Company and/or its employees or former employees. Upon such request, Executive shall: # make himself available to the Company and the Company’s representatives, including its attorneys; # supply accurate, complete and thorough information as reasonably requested by the Company and its attorneys; and # provide other assistance as reasonably requested by the Company and its attorneys with regard to any such legal actions and claims. The Company also will pay Executive’s reasonable expenses, including travel, incurred in connection with such cooperation, but approved in advance by the Company. Executive agrees that any communication Executive has with the Company and its representatives, including its attorneys, relating to any legal actions and claims concerning the Company is strictly confidential and further agrees not to disclose or permit disclosure of any such communication to any persons outside the Company (other than Executive’s legal counsel) without first obtaining prior written consent.

Cooperation. As part of the consideration for the benefits furnished to Executive under this Agreement, Executive agrees to cooperate fully with the Company upon reasonable prior notice subject to the Executive’s other commitments, in the investigation, prosecution and/or defense of any legal actions and claims concerning the Company and/or its employees or former employees. Upon such request, Executive shall: # make himself available to the Company and the Company’s representatives, including its attorneys; # supply accurate, complete and thorough information as reasonably requested by the Company and its attorneys; and # provide other assistance as reasonably requested by the Company and its attorneys with regard to any such legal actions and claims. The Company also will pay Executive’s reasonable expenses, including travel, incurred in connection with such cooperation, but approved in advance by the Company. Executive agrees that any communication Executive has with the Company and its representatives, including its attorneys, relating to any legal actions and claims concerning the Company is strictly confidential and further agrees not to disclose or permit disclosure of any such communication to any persons outside the Company (other than Executive’s legal counsel) without first obtaining prior written consent.

Litigation Cooperation. As part of the consideration for the benefits furnished to Executive under this Agreement,The Executive agrees to cooperate fully with the Company upon reasonable prior notice subject to the Executive’s other commitments, in the investigation,defense or prosecution and/or defense of any legal actions and claims concerningclaims, arbitration or regulatory proceedings or action which already have been brought or which may be brought in the future against or on behalf of the Company and/or any of its employeesdirectors, officers, employees, or former employees. Uponagents which relate to events or occurrences that transpired during his employment with the Company. The Executive’s full cooperation in connection with such request, Executive shall: # make himselfclaims or actions shall include, without implication of limitation, being available to the Companymeet with counsel to prepare for discovery or trial and the Company’s representatives, including its attorneys; # supply accurate, complete and thorough informationto testify truthfully as a witness when reasonably requested by the Company and its attorneys; and # provide other assistance as reasonably requestedat reasonable times designated in good faith by the Company. The Executive agrees that he will not voluntarily disclose any information to any person or party that is adverse to the Company and its attorneys with regard to any such legal actions and claims. The Company alsohe will pay Executive’s reasonable expenses, including travel, incurred in connection with such cooperation, but approved in advance bymaintain the Company. Executive agrees that any communication Executive has with the Company and its representatives, including its attorneys, relating to any legal actions and claims concerning the Company is strictly confidential and further agrees not to disclose or permit disclosure of any such communication to any persons outside the Company (other than Executive’s legal counsel) without first obtaining prior written consent.confidences

Executive agrees to reasonably cooperate fully with the Company uponin 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 the Company, or involving the Company’s participation as a non-party, which relate to events or occurrences that transpired while Executive was employed by the Company. Executive’s reasonable prior notice subjectcooperation 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. Executive also agrees to reasonably cooperate with the Company 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. The Company shall reimburse Executive for Executive's reasonable out of pocket travel expenses and costs incurred by Executive related to the Executive’Company's other commitments, in the investigation, prosecution and/or defense of any legal actions and claims concerningrequest for Executive to assist the Company and/or its employees or former employees. Upon such request, Executive shall: # make himself available to the Company and the Company’s representatives, including its attorneys; # supply accurate, complete and thorough information as reasonably requested by the Company and its attorneys; and # provide other assistance as reasonably requested by the Company and its attorneyslegal counsel with regardrespect to any such legal actions and claims. The Company also will pay Executive’s reasonable expenses, including travel, incurred in connection with such cooperation, but approved in advance by the Company. Executive agrees that any communication Executive has withproceedings, or as may be required pursuant to subpoena or other legal process involving the Company and its representatives, including its attorneys, relatingExecutive and shall provide compensation to Executive for his time and efforts at a rate of ​ per hour. Executive understands that in any legal actions and claims concerningaction, investigation, or review covered by this Paragraph 5(a), the Company is strictly confidentialexpects Executive to provide only accurate and further agrees not to disclosetruthful information or permit disclosure of any such communication to any persons outside the Company (other than Executive’s legal counsel) without first obtaining prior written consent.testimony.

Cooperation. As partUpon the receipt of notice from the consideration forCompany (including by outside counsel), during the benefits furnishedTerm of Employment and thereafter, Executive shall respond and provide information with regard to matters in which Executive under this Agreement, Executive agrees to cooperate fullyhas knowledge as a result of Executive’s employment with the Company uponCompany, and shall provide reasonable prior notice subject to the Executive’s other commitments, in the investigation, prosecution and/or defense of any legal actions and claims concerning the Company and/or its employees or former employees. Upon such request, Executive shall: # make himself availableassistance to the Company and its representatives in defense of any claims that may be threatened or made against the Company’s representatives, including its attorneys; # supply accurate, completeCompany, and thorough information as reasonably requestedshall assist the Company in the investigation and prosecution of any claims that may be made by the Company and its attorneys; and # provide other assistance as reasonably requested byCompany, to the Company and its attorneys with regardextent that such claims may relate to any such legal actions and claims. The Company also will paythe period of Executive’s reasonable expenses, including travel, incurred in connectionemployment with such cooperation, but approved in advance by the Company. Executive agrees to promptly inform the Company if Executive becomes aware of any lawsuits 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 communicationinvestigation of the Company (or its actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company with respect to such investigation, and shall not do so unless legally required. If Executive hasis required to provide any services pursuant to this Section 6(g) after the end of the Term of Employment, then # any request for such cooperation shall take into account Executive’s business commitments to a subsequent employer and other personal activities, # the Company shall pay or reimburse Executive, in accordance with the CompanyPolicies, for all reasonable expenses incurred by Executive in complying with this Section 6(g), and its representatives, including its attorneys, relating to any legal actions and claims concerning(iii) the Company is strictly confidential and further agrees not to disclose or permit disclosureshall pay Executive an hourly consulting fee based upon Executive’s most recent Annual Base Salary for any services under this [Section 5(g)] in excess of any such communication to any persons outside the Company (other than Executive’s legal counsel) without first obtaining prior written consent.twenty (20) hours of service.

Cooperation. As part of the consideration for the benefits furnished to Executive under this Agreement, Executive agrees to cooperate fully with the Company upon reasonable prior notice subject to the Executive’s other commitments, in the investigation, prosecution and/or defense of any legal actions and claims concerning the Company and/or its employees or former employees. Upon such request, Executive shall: # make himself available to the Company and the Company’s representatives, including its attorneys; # supply accurate, complete and thorough information as reasonably requested by the Company and its attorneys; and # provide other assistance as reasonably requested by the Company and its attorneys with regard to any such legal actions and claims. The Company also will pay Executive’s reasonable expenses, including travel, incurred in connection with such cooperation, but approvedany and all lawsuits, claims, investigations, or similar proceedings that have been or could be asserted at any time arising out of or related in advanceany way to Executive's employment by the Company. Executive agrees thatCompany or any communication Executive has with the Company andof its representatives, including its attorneys, relating to any legal actions and claims concerning the Company is strictly confidential and further agrees not to disclose or permit disclosure of any such communication to any persons outside the Company (other than Executive’s legal counsel) without first obtaining prior written consent. subsidiaries.

Cooperation. As partThe Executive agrees that the Executive will cooperate with the Company, its Subsidiaries, and each of their respective attorneys or other legal representatives (“Company attorneys”) in connection with any claim, litigation, or judicial or arbitration proceeding which is now pending or may hereinafter be brought against the considerationCompany or any of its Subsidiaries by any third party. The Executive’s duty of cooperation shall include, but not be limited to # meeting with Company attorneys by telephone or in person, at mutually convenient times and places, in order to state truthfully the Executive’s knowledge of matters at issue and recollection of events; # appearance by the Executive as a witness at depositions or trials, without necessity of a subpoena, in order to state truthfully the Executive’s knowledge of matters at issues; and # signing, upon the request of Company attorneys, declaration or affidavits that truthfully state matters of which the Executive has knowledge. The Company shall reimburse the Executive for the benefits furnished to Executive under this Agreement, Executive agrees to cooperate fully with the Company uponExecutive’s actual and reasonable prior notice subject to the Executive’s other commitments, in the investigation, prosecution and/or defense of any legal actions and claims concerning the Company and/or its employees or former employees. Upon such request, Executive shall: # make himself available to the Company and the Company’s representatives, including its attorneys; # supply accurate, complete and thorough information as reasonably requestedtravel expenses which have been approved by the Company and its attorneys; and # provide other assistance as reasonably requested by the Company and its attorneys with regard to any such legal actions and claims. The Company also will pay Executive’s reasonable expenses, including travel, incurred in connection with such cooperation, but approvedwriting in advance byof the Company. Executive agrees that any communication Executive hasincurring them in complying with the Company and its representatives, including its attorneys, relatingExecutive’s obligations pursuant to any legal actions and claims concerning the Company is strictly confidential and further agrees not to disclose or permit disclosure of any such communication to any persons outside the Company (other than Executive’s legal counsel) without first obtaining prior written consent. this Section.

Cooperation. As part of the consideration for the benefits furnished to Executive under this Agreement, Executive agrees to cooperate fully with the Company upon reasonable prior notice subject to the Executive’s other commitments, in the investigation,defense, prosecution and/or defenseconduct of any legal actions and claims concerningclaims, actions, investigations, or reviews now in existence or which may be initiated in the future against, involving or on behalf of the Company and/or its employeesany subsidiary which relate to events or former employees. Upon such request,occurrences that transpired while Executive shall: # make himself available to the Company and the Company’s representatives, including its attorneys; # supply accurate, complete and thorough information as reasonably requestedwas employed by the Company and its attorneys; and # provide other assistance as reasonably requested by the Company and its attorneys with regard to any such legal actions and claims. The Company also will pay(“Cooperation Matters”). Executive’s reasonable expenses, including travel, incurredcooperation in connection with such cooperation,Cooperation Matters will include, but approvednot be limited to, being available for telephone conferences with outside counsel and/or personnel of the Company, being available for interviews, depositions and/or to act as a witness on behalf of the Company, if reasonably requested. The Company will reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in advance by the Company. Executive agrees that any communication Executive hasconnection with the Company and its representatives, including its attorneys, relatingsuch cooperation with respect to any legal actions and claims concerning the Company is strictly confidential and further agrees not to disclose or permit disclosure of any such communication to any persons outside the Company (other than Executive’s legal counsel) without first obtaining prior written consent. Cooperation Matters.

Cooperation. As part of the consideration for the benefits furnished to Executive under this Agreement, Executive agrees to cooperate fully with the Company upon reasonable prior notice subject to the Executive’s other commitments, in the investigation, prosecution and/or defense of any legal actions and claims concerning the Company and/or its employees or former employees. Upon such request, Executive shall: # make himself available to the Company and the Company’s representatives, including its attorneys; # supply accurate, complete and thorough information as reasonably requested by the Company and its attorneys; and #shall, without further remuneration, provide other assistance as reasonably requested by the Company and its attorneys with regard to any such legal actions and claims. The Company also will pay Executive’s reasonable expenses, including travel, incurredcooperation in connection with such cooperation, but approved in advanceany action or proceeding by the Company. Executive agreesa third party (or any appeal from any action or proceeding) that any communication Executive has withrelates to events occurring during or relating to Executive’s employment hereunder. If Executive’s cooperation is needed under this paragraph, the Company and its representatives, including its attorneys, relatingshall use reasonable best efforts to any legal actions and claims concerning the Company is strictly confidential and further agrees not to disclose or permit disclosure of any such communication to any persons outside the Company (other thanschedule Executive’s legal counsel) without first obtaining prior written consent.participation at a mutually convenient time, and shall reimburse Executive for reasonable travel and out-of–pocket expenses (following presentment of reasonable substantiation). This provision shall survive any termination of this Agreement or Executive’s employment.

Cooperation. As partDuring the term of the consideration for the benefits furnished to Executive under this Agreement, Executive agrees to cooperate fully with the Company upon reasonable prior notice subject to the Executive’s other commitments, in the investigation, prosecution and/or defense of any legal actions and claims concerning the Company and/or its employees or former employees. Upon such request, Executive shall: # make himself available to the Company and the Company’s representatives, including its attorneys; # supply accurate, complete and thorough information as reasonably requestedemployment by the Company and its attorneys;following the termination of the Executive’s employment with the Company, taking into account the Executive’s other reasonable personal and # provide other assistance asprofessional commitments, the Executive agrees to reasonably requested byassist the Company and its attorneysrepresentatives and agents with regardany business, investigation and/or litigation (or potential litigation) matters affecting or involving the Company relating to any such legal actions and claims.Executive’s period of employment. The Company also will pay Executive’sreimburse the Executive for all associated reasonable expenses, including travel, incurred in connection with such cooperation, but approved in advance by the Company. Executive agrees that any communication Executive has with the Company and its representatives, including its attorneys, relating to any legal actions and claims concerning the Company is strictly confidential and further agrees not to disclose or permit disclosurecosts of any such communication to any persons outside the Company (other than Executive’s legal counsel) without first obtaining prior written consent. travel.