Employee's Representation. Employee represents that his experience and capabilities are such that the provisions of this Section 9 will not unreasonably limit him in earning a livelihood in the event that Employee's employment with the Company is terminated. Employee further acknowledges and agrees that the restrictions of this Section 9 are necessary and vital to protect Employer's legitimate business interests, are fair and reasonable in all respects, and are not overbroad or unduly burdensome to him.

Termination Upon Employee's Death. In the event that Employee dies while employed by Company, then Company shall he obligated to pay Employee's estate the severance benefits set forth in Paragraph 4 ( c) hereof.

Cooperation. The Parties agree that certain matters in which the Employee has been involved during the Employee's employment may need the Employee's cooperation with the Employer in the future. Accordingly, to the extent reasonably requested by the Employer, the Employee shall cooperate with the Employer regarding matters arising out of or related to the Employee's service to the Employer, provided that the Employer shall make reasonable efforts to minimize disruption of the Employee's other activities. The Employer shall reimburse the Employee for reasonable expenses incurred in connection with this cooperation. For purposes of assistance provided in any litigation related to CRG or Michael M. Goldberg, M.D. (“Goldberg”) Employer shall pay Employee two-hundred and fifty dollars ($250) per hour, up to a maximum of twenty-five thousand dollars ($25,000) for each of CRG and Goldberg.

Cooperation. Employee agrees that she will assist and cooperate with Employer regarding any legal matters, including litigation matters that arise or continue beyond the separation of Employee's employment. Employee will not receive additional compensation for such assistance and cooperation; however, Employer will reimburse Employee for all reasonable expenses incurred in fulfilling this obligation.

Termination Upon Employee's Disability. In the event Employee's employment is terminated by Company due to Employee's disability, Company shall be obligated to pay Employee the severance benefits set forth in Paragraph 4 ( c) hereof. For purposes of the foregoing, "disability,' shall mean Employee's inability due to illness or other physical or mental disability to substantially perform his duties as prescribed herein for a period of forty-five (45) days within any consecutive six (6) month period, and any action to be taken hereunder based on disability shall not be effective until the expiration of such forty-five (45) day period.

Employee's Cooperation. After the Separation Date, Employee shall reasonably cooperate with the Company and its affiliates, upon the Company's reasonable request, with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters within the scope of Employee's duties and responsibilities to the Company during her employment with the Company (including, without limitation, Employee being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company's reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents, if any, which are or may have come into Employee's possession during her employment and then-remain in her possession consistent with this Agreement); provided, however, that any such request by the Company after the Separation Date shall not be unduly burdensome or interfere with Employee's personal, business or employment schedule or obligations. Within 14 days of written request by Employee, Company will reimburse Employee for any out-of-pocket expenses incurred by Employee for travel or otherwise in complying with this paragraph.

Employee's Cooperation. During Employee’s employment and thereafter, Employee shall cooperate with the Company in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company (including, without limitation, Employee being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company's request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Employee's possession, all at times and on schedules that are reasonably consistent with Employee's other permitted activities and commitments). In the event the Company requires Employee's cooperation in accordance with this Section 11, the Company, as applicable, shall reimburse Employee solely for reasonable travel expenses (including lodging and meals) upon submission of receipts.

Employee Cooperation. EMPLOYEE agrees to reasonably cooperate with the Company after his separation from employment, including, but not limited to, assisting with the transition of EMPLOYEE's duties relating to the Company's clients, vendors, and other business associates.

Cooperation With Company After Termination of Employment. Following termination of Employee's employment for any reason, Employee shall reasonably cooperate with the Company in all matters relating to the winding up of Employee's pending work including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such pending work to such other Employees as may be designated by the Company.

Employee's Death. If Employee dies prior to receipt of any payments that this Agreement provides, Company will pay any remaining payments to Employee's estate (subject to the other terms and conditions of this Agreement), except to the extent that Employee's current or future beneficiary designation forms for Company benefit plans that utilize such forms provide otherwise.