Assistance in Proceedings, Etc. Executive shall, during and after Executive’s employment, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any legal or quasi-legal proceeding, including any external or internal investigation, involving the Group. The Company shall # pay Executive a per diem fee based on Executive’s base salary (with portions of days being aggregated to form days of eight hours) for material work performed in connection with such obligations (i.e., Executive is required to attend a meeting or spend more than one hour during a day responding to or otherwise participating in telephone, email, or telecopy communications) subsequent to termination of Executive’s employment with the Company, provided that # such work is approved in advance in writing by the Company, # no payments shall be due in connection with assistance provided during any period for which Executive is receiving any payments pursuant to Section 4 above and # no payments shall be due for any time Executive spends testifying before the U.S. Securities and Exchange Commission or in any proceeding; and # reimburse Executive’s reasonable expenses incurred in connection with the foregoing obligations.

Assistance in Proceedings, Etc. Executive shall, during and after his employment, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any legal or quasi-legal proceeding, including any external or internal investigation, involving the Company or any of its affiliates. The Company shall # pay Executive a per diem fee based on Executive’s Base Salary (with portions of days being aggregated to form days of eight hours) for material work performed in connection with such obligations (i.e., Executive is required to attend a meeting or spend more than one hour during a day responding to or otherwise participating in telephone, email, or telecopy communications) subsequent to termination of Executive’s employment with the Company, provided that # such work is approved in advance in writing by the Company, # no payments shall be due in connection with assistance provided during any period for which Executive is receiving payments pursuant to Section 4 above and # no payments shall be due for any time Executive spends testifying before the U.S. Securities and Exchange Commission or in any proceeding; and # reimburse Executive’s reasonable expenses incurred in connection with the foregoing obligations.