Cooperation. Subject to the Company’s compliance with Section 9(b) and this Section 10(h), Executive will provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment with the Company or its affiliates. Executive’s cooperation pursuant to this Section 10(h) will be at no cost to Executive, and if such cooperation occurs after the termination of this Agreement, Company will promptly advance or reimburse all reasonable costs incurred by Executive in connection with such cooperation. This provision will survive any termination of this Agreement. The Company will provide reasonable compensation to Executive for any services rendered at the Company’s request.

Cooperation. Subject to the Company’s compliance with Section 9(b) and this Section 10(h), Executive willshall, without further remuneration, provide Executive’Executive’s reasonable cooperation in connection with any action or proceeding by a third party (or any appeal from any action or proceeding) whichthat relates to events occurring during Executive’or relating to Executive’s employment withhereunder. If Executive’s cooperation is needed under this paragraph, the Company or its affiliates. Executive’shall use reasonable best efforts to schedule Executive’s cooperation pursuant to this Section 10(h) will beparticipation at no cost to Executive,a mutually convenient time, and if such cooperation occurs after the terminationshall reimburse Executive for reasonable travel and out-of–pocket expenses (following presentment of this Agreement, Company will promptly advance or reimburse all reasonable costs incurred by Executive in connection with such cooperation.substantiation). This provision willshall survive any termination of this Agreement. The Company will provide reasonable compensation to Executive for any services rendered at the Company’Agreement or Executive’s request.employment.

Cooperation. SubjectDuring the 18-month period following the Termination Date, Executive agrees to reasonably cooperate with the Company’s compliance with Section 9(b)Companies 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 the Companies which relate to events or occurrences that occurred while Executive was employed by the Companies and this Section 10(h),of which Executive will provide 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 action or proceeding (or any appeal from any action or proceeding) which relatesinquiries about the particular matter. Executive further agrees to events occurring during Executive’s employmentreasonably and truthfully cooperate with the Company in connection with any investigation or its affiliates. Executive’s cooperation pursuantreview by any federal, state or local regulatory authority relating to this Section 10(h) will be at no cost to Executive,events or occurrences that transpired while Executive was employed with the Company and if such cooperation occurs after the termination of this Agreement, Company willwhich Executive has relevant knowledge. The Companies shall promptly advance or reimbursepay (or promptly reimburse) Executive # for any and all reasonable costsout-of-pocket expenses incurred by Executive in connection with such cooperation. This provisioncooperation, and # a reasonable hourly rate (which will survive any terminationbe determined the Compensation Committee of this Agreement. The Company will provide reasonable compensationthe Board) to Executive for any services rendered at the Company’s request.all time provided pursuant to this Section 12 in excess of 25 hours.