Cooperation. Following the Agreement End Date, the Company may request that Executive consult or cooperate with the Company (including, without limitation, providing truthful information to the Company or serving as a witness or testifying at the Company’s request without subpoena). Executive agrees to be available at mutually agreeable times to perform such duties and provide such cooperation in connection with the various business and legal matters in which Executive was involved or of which Executive has knowledge as a result of Executive’s employment with the Company. In so consulting or cooperating, Executive shall be reimbursed his reasonable out-of-pocket expenses.

Cooperation. Following the Agreement End Date, the Company may request that Executive consult or cooperate with the Company (including, without limitation, providing truthful information to the Company or serving as a witness or testifying at the Company’Company’s request without subpoena). Executive agrees to be available at mutually agreeable times to perform such duties and provide such cooperation in connection with the various business and legal matters in which Executive was involved or of which Executive has knowledge as a result of Executive’Executive’s employment with the Company. In so consulting or cooperating, Executive shall be reimbursed hisher reasonable out-of-pocket expenses.

Litigation Cooperation. Following the Agreement End Date, the Company may request that Executive consult oragrees to cooperate with the Company, during the Term and thereafter (including following Executive's termination of employment for any reason), by making himself reasonably available to testify on behalf of the Company (including, without limitation,in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, in any such action, suit, or proceeding, by providing truthful information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the CompanyCompany, or servingany Subsidiary as a witness or testifying atrequested; provided, however that the Company’s request without subpoena). Executivesame does not materially interfere with his then current professional activities. The Company agrees to be available at mutually agreeable times to perform such duties and provide such cooperationreimburse Executive, on an after-tax basis, for all expenses actually incurred in connection with the various business and legal matters in which Executive was involvedhis provision of testimony or of which Executive has knowledge as a result of Executive’s employment with the Company. In so consulting or cooperating, Executive shall be reimbursed his reasonable out-of-pocket expenses.assistance.

Cooperation. FollowingDuring the Agreement End18-month period following the Termination Date, Executive agrees to reasonably cooperate with the CompanyCompanies 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 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 thatresponding to any inquiries about the particular matter. Executive consult orfurther agrees to reasonably and truthfully cooperate with the Company (including, without limitation, providing truthful information to the Company or serving as a witness or testifying at the Company’s request without subpoena). Executive agrees to be available at mutually agreeable times to perform such duties and provide such cooperation in connection with the various business and legal matters in whichany investigation or review by any federal, state or local regulatory authority relating to events or occurrences that transpired while Executive was involved oremployed with the Company and of which Executive has knowledge as a result of Executive’s employment with the Company. In so consulting or cooperating,relevant knowledge. The Companies shall promptly pay (or promptly reimburse) Executive shall be reimbursed his# for any and all reasonable out-of-pocket expenses.expenses incurred by Executive in connection with such cooperation, and # a reasonable hourly rate (which will be determined the Compensation Committee of the Board) to Executive for all time provided pursuant to this Section 12 in excess of 25 hours.

Cooperation. Following the Agreement End Date, the Company may request that Executive consult or cooperate with the Company (including, without limitation, providing truthful information to the Company or serving as a witness or testifying at the Company’s request without subpoena). Executive agrees to becooperate with ​, during the Term of Employment and thereafter (including following termination of Executive's employment for any reason), by making himself reasonably available at mutually agreeable times to performtestify on behalf of ​ or any Subsidiary in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist ​, or any Subsidiary, in any such dutiesaction, suit, or proceeding, by providing information and provide such cooperationmeeting and consulting with the Board or its representatives or counsel, or representatives or counsel to ​, or any Subsidiary as reasonably requested. ​ agrees to reimburse Executive for all expenses actually incurred in connection with the various business and legal matters in which Executive was involvedhis provision of testimony or of which Executive has knowledge as a result of Executive’s employment with the Company. In so consulting or cooperating, Executive shall be reimbursed his reasonable out-of-pocket expenses.assistance.

Cooperation. FollowingThe parties agree that certain matters in which the Agreement End Date,Executive will be involved during the CompanyTerm may request thatnecessitate the Executive’s cooperation in the future. According, to the extent reasonably requested by the Board, the Executive consult or cooperateshall cooperate, in a reasonable manner and at the expense of the Company, with the Company (including, without limitation, providing truthful information toand its attorneys, both during and after the Company or serving as a witness or testifying at the Company’termination of Executive’s request without subpoena). Executive agrees to be available at mutually agreeable times to perform such duties and provide such cooperationemployment, regardless of reason, in connection with the various business and legalany litigation or other proceeding arising out of or relating to matters in which the Executive was involved prior to the termination of Executive’s employment so long as such cooperation does not materially interfere with the Executive’s employment or consulting. In the event that such cooperation is required after the termination of which Executive has knowledge as a result ofthe Executive’s employment with the Company. In so consultingCompany and its Affiliates or cooperating,Subsidiaries, the Company shall reimburse the Executive shall be reimbursed hisfor reasonable out-of-pocket expenses.expenses incurred in connection with such cooperation, provided that such expenses are approved in advance by the Company after presentation by the Executive of reasonable documentation related thereto.

Cooperation. FollowingCooperation With Legal Matters: Executive agrees that after the Agreement EndEffective Date, the Company may request that Executive consult orhe will cooperate with the Company (including, without limitation,and assist ​, upon request and with reasonable notice, by providing truthful information relevant to the Companymatters he gained knowledge of or serving as a witness or testifying at the Company’s request without subpoena). Executive agrees to be available at mutually agreeable times to perform such duties and provide such cooperation in connection with the various business and legal matters in which Executive was involved with while employed by meeting with ​’s attorneys or of whichother representatives on such matters, and by appearing voluntarily for hearings, depositions, trials, or any regulatory or legal proceedings related to such matters. Executive has knowledge as a result of Executive’s employment with the Company. In so consulting or cooperating, Executive shallunderstands that ​ will reimburse him for any reasonable expense he incurs related to this cooperation and assistance, but will not be reimbursed his reasonable out-of-pocket expenses.obligated to pay him any additional amounts.