Common use of Continued Availability and Cooperation Clause in Contracts

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) cooperate with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not limited to: (i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) The Company will promptly pay directly, or promptly reimburse the Executive for, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), incurred in connection with any cooperation, consultation and advice rendered under this Agreement following receipt of appropriate documentation from the Executive substantiating such expenses.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreementemployment, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interestsCompany. Cooperation may will include, but is not limited to: (i) making Making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) The Company will promptly pay directly, or promptly reimburse the Executive forfor reasonable travel, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)lodging, including (without limitation) telephone and similar expenses, as well as reasonable attorneys’ fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counselcounsel is necessary), incurred in connection with any cooperation, consultation and advice rendered under this Agreement after the Executive’s termination of employment. Any reimbursement or provision of in-kind benefits made during the Executive’s lifetime pursuant to the terms of this Section 15(b) shall be made not later than December 31st of the year following receipt of appropriate documentation from the year in which the Executive substantiating such expensesincurs the expense. In no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each provision of reimbursement of expenses or in-kind benefit pursuant to this Section 15(b) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Code.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this AgreementAgreement for any reason, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) cooperate with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not limited to: (i) i. making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) . if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) . refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) . cooperating in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) The Company will promptly pay directly, or promptly reimburse the Executive for, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), incurred in connection with any cooperation, consultation and advice rendered under this Agreement following receipt of appropriate documentation from the Executive substantiating such expenses.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreementwith the Company, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interestsCompany. Cooperation may will include, but is not limited to: (i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) . The Company will promptly pay directly, or promptly reimburse the Executive forfor reasonable travel, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)lodging, including (without limitation) telephone and similar expenses, as well as reasonable attorneys’ fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counselcounsel is necessary), incurred in connection with any cooperation, consultation and advice rendered under this Agreement following receipt after the Executive’s termination of appropriate documentation from employment; provided that (i) Executive shall not be required to make himself available for such purposes for more than three days in any calendar month, (ii) the Company and the Executive substantiating such must mutually agree on which days the Executive will make himself available, and (iii) the Company shall pay in advance to the Executive (a) all reasonably anticipated travel and other expenses, subject to subsequent submission of supporting documentation and, if applicable, the refund by the Executive of any remaining balance of the advance after he has been reimbursed fully for the actual expenses incurred, and (b) a per diem, not accountable, of One Thousand Five Hundred Dollars ($1,500.00) per day.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreementfor any reason, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall reasonably cooperate with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company or its subsidiaries or affiliates that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigationCompany, administrative proceeding or investigation in and with respect to which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) has pertinent information. The Executive’s cooperation shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not limited towithout limitation: (i) making Making himself reasonably available for interviews and discussions with the Company’s counsel counsel, as well as for depositions and trial testimony; (ii) if If depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation thereforetherefor, as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining Refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) Reasonably cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) Any such cooperation shall be on reasonable notice and take into account the Executive’s professional and personal commitments. The Company will promptly pay directly, or promptly shall reimburse the Executive forfor reasonable travel, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)lodging, including (without limitation) telephone and similar expenses, as well as reasonable attorneys’ fees and other charges of counsel (if the Executive reasonably determines and the Company determine in good faith that he should retain independent legal counsel), separate counsel is needed) incurred in connection with any such cooperation, consultation and advice rendered under this Agreement following receipt of appropriate documentation from . In the event that the Executive substantiating is cooperating with the Company in accordance with this Section 8 at the request of the Company at a time Executive is not receiving Severance Payments, the Executive shall be paid for his time at a fair market hourly rate mutually agreed upon by Company and Executive, provided that no such expensespayment shall be paid to Executive in the event that Executive’s employment hereunder is terminated for Cause.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreementwith the Company, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interestsCompany. Cooperation may will include, but is not limited to: (i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) . The Company will promptly pay directly, or promptly reimburse the Executive forfor reasonable travel, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)lodging, including (without limitation) telephone and similar expenses, as well as reasonable attorneys’ fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counselcounsel is necessary), incurred in connection with any cooperation, consultation and advice rendered under this Agreement following receipt after the Executive’s termination of appropriate documentation from employment; provided that (i) Executive shall not be required to make himself available for such purposes for more than three days in any calendar month, (ii) the Company and the Executive substantiating such must mutually agree on which days the Executive will make himself available, and (iii) the Company shall pay in advance to the Executive (a) all reasonably anticipated travel and other expenses, subject to subsequent submission of supporting documentation and, if applicable, the refund by the Executive of any remaining balance of the advance after he has been reimbursed fully for the actual expenses incurred, and (b) a per diem, not accountable, of One Thousand Five Hundred Dollars ($1,500.00) per day. This Section 12(a) shall apply during the period commencing on the Date of Termination and ending on Executive's death. Any payments shall be made no later than thirty (30) days after the Company's request for services under this Section 12(a) and in no event later than the last day of the calendar year following the calendar year in which the expense was incurred. In order to comply with Section 409A of the Code, the amount of expenses eligible for reimbursement during any calendar year shall not affect the amount of expenses eligible for reimbursement during any other calendar year, and the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the The Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which from the Termination Date until the end of the Severance Period. This cooperation by the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not be limited to: (i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefore as and to the extent that the Company or of the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) The Except in connection with any investigation, civil or administrative proceeding or arbitration in which the Executive has been named a defendant in his individual capacity, the Company will promptly pay directly, or promptly shall reimburse the Executive forfor reasonable travel, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)lodging, including (without limitation) attorneys’ fees telephone and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), similar expenses incurred in connection with any such cooperation, consultation and advice rendered which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of any employer of the Executive, or with the requirements of any third party with whom the Executive has a business relationship permitted hereunder that provides remuneration to the Executive. The Executive shall not unreasonably withhold his availability for such cooperation. During the Severance Period, the Executive shall not be entitled to any additional compensation in connection with his services under Paragraph 8(a) of this Agreement. Thereafter, except in connection with any investigation, civil or administrative proceeding or arbitration in which the Executive has been named a defendant in his individual capacity, the Executive shall, in addition to any other amounts that may be payable to his pursuant to this Agreement following receipt or otherwise, be entitled to a payment at an hourly rate of appropriate documentation from $175 per hour for each reasonable and documented hour spent to perform services under Paragraph 8(a); provided, however, that the Executive substantiating shall not be entitled to any payment for time spent preparing to testify or actually testifying under oath. c) The Company agrees to indemnify the Executive against claims or action, arising from or connected with his past activities as an employee of the Company to the extent permitted under, and in a manner consistent with, the Company’s Code of Regulations and Ohio law. Notwithstanding the foregoing, the Company will have no obligation to release, indemnify, hold harmless or defend the Executive for any conduct by the Executive alleged to be intentional or willful or that arises from a violation of any statutory prohibition unless such expensesconduct was specifically requested by the Company.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement's employment, the Executive agrees that, consistent with the Executive’s 's business and personal affairs and his fiduciary duties both to the Company and to any new employeraffairs, he will (upon reasonable request by the Company) cooperate fully with the Company and with the Company’s 's counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s 's employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interestsCompany. Cooperation may will include, but is not limited to: (i) making himself reasonably available for interviews and discussions with the Company’s 's counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s 's counsel reasonably requests; (iii) refraining from impeding in any way the Company’s 's prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s 's prosecution or defense of such litigation or administrative proceeding. (b) The Company will promptly pay directly, or promptly reimburse the Executive forfor reasonable travel, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)lodging, including (without limitation) telephone and similar expenses, as well as reasonable attorneys’ ' fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counselcounsel is necessary), incurred in connection with any cooperation, consultation and advice rendered under this Agreement after the Executive's termination of employment. Any reimbursement or provision of in-kind benefits made during the Executive's lifetime pursuant to the terms of this Section 15(b) shall be made not later than December 31st of the year following receipt of appropriate documentation from the year in which the Executive substantiating such expensesincurs the expense. In no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each provision of reimbursement of expenses or in-kind benefit pursuant to this Section 15(b) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Code.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreementwith the Company, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interestsCompany. Cooperation may will include, but is not limited to: (i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) . The Company will promptly pay directly, or promptly reimburse the Executive forfor reasonable travel, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)lodging, including (without limitation) telephone and similar expenses, as well as reasonable attorneys’ fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counselcounsel is necessary), incurred in connection with any cooperation, consultation and advice rendered under this Agreement following receipt after the Executive’s termination of appropriate documentation from employment; provided that (i) Executive shall not be required to make himself available for such purposes for more than three days in any calendar month, (ii) the Company and the Executive substantiating such must mutually agree on which days the Executive will make himself available, and (iii) the Company shall pay in advance to the Executive (a) all reasonably anticipated travel and other expenses, subject to subsequent submission of supporting documentation and, if applicable, the refund by the Executive of any remaining balance of the advance after he has been reimbursed fully for the actual expenses incurred, and (b) a per diem, not accountable, of Two Thousand Five Hundred Dollars ($2,500.00) per day. This Section 12(a) shall apply during the period commencing on the Date of Termination and ending on Executive's death. Any payments shall be made no later than thirty (30) days after the Company's request for services under this Section 12(a) and in no event later than the last day of the calendar year following the calendar year in which the expense was incurred. In order to comply with Section 409A of the Code, the amount of expenses eligible for reimbursement during any calendar year shall not affect the amount of expenses eligible for reimbursement during any other calendar year, and the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) x. Xxxxx shall cooperate fully with the Company and with the Company’s 's counsel in connection with any present and future actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s Xxxxx' employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) Company. This cooperation by Xxxxx shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not be limited to: (i) making himself reasonably available for interviews and discussions with the Company’s 's counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s 's counsel reasonably requests; (iii) refraining from impeding in any way the Company’s 's prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s 's prosecution or defense of such litigation or administrative proceeding. (b) The x. Xxxxx shall be reimbursed by the Company will promptly pay directlyfor reasonable travel, or promptly reimburse the Executive forlodging, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees telephone and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), similar expenses incurred in connection with any such cooperation, consultation which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of any employer of Xxxxx, or with the requirements of any third party with whom Xxxxx has a business relationship permitted hereunder that provides remuneration to Xxxxx. Xxxxx shall not unreasonably withhold his availability for such cooperation, and advice rendered under the Company shall use its best efforts to provide Xxxxx with reasonable advance notice of any matter with respect to which his assistance is to be sought. c. Upon the Retirement Date, Xxxxx will update the Company as to the status of all pending matters for which he was responsible or otherwise involved. During the Severance Period, Xxxxx will perform such services and provide such consultations as the Company shall reasonably and specifically request, and shall not do so if not so requested. This Agreement shall not be construed to prohibit Xxxxx from engaging in any other employment or any other trade or business activity that is not in violation of his obligations hereunder. d. The Company agrees to release Xxxxx and indemnify and hold him harmless against all liability or loss, and against all claims or actions, arising from or connected with his past activities as an employee of the Company, including but not limited to those claims or actions based upon or arising out of negligent or wrongful acts to persons or property and the defense of any such claims or actions. Notwithstanding the foregoing, the Company will have no obligation to release, indemnify, hold harmless or defend Xxxxx for any conduct by Xxxxx that is intentional or willful or that has arisen from a violation of any statutory prohibition unless such conduct was specifically requested by the Company. Xxxxx warrants that he has disclosed to the Company all claims and circumstances and potential claims and circumstances that may exist or could reasonably be brought against him concerning his past activities as an employee. The Company will never file a lawsuit or other complaint asserting any claim that is released by this Agreement following receipt of appropriate documentation from the Executive substantiating such expensesParagraph 11.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate with the Company and fully with the Company’s , the Company's counsel and the Company's insurer in connection with any present and future actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s 's employment by the Company (other than any litigation, administrative proceeding or investigation in which the Company. This cooperation by Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not be limited to: (i) making himself reasonably available for interviews and discussions with the Company’s 's counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s 's counsel reasonably requests; (iii) refraining from impeding in any way the Company’s 's prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s 's prosecution or defense of such litigation or administrative proceeding. (b) The Company will promptly pay directly, or promptly reimburse the Executive for, any expense reasonably incurred by him in In connection with rendering cooperation under Section 15(a)such cooperation, including Executive shall (without limitationi) attorneys’ fees be entitled to payment by the Company of the lesser of (A) $1,500 per day and other charges of counsel (B) the actual income lost by Executive, if any, for providing such cooperation; and (ii) be reimbursed by the Executive reasonably determines that he should retain independent legal counsel)Company for reasonable travel, lodging, telephone and similar expenses incurred in connection with such cooperation. The Company shall reasonably endeavor to schedule the need for such cooperation at times not conflicting with the reasonable requirements of any employer of Executive, or with the requirements of any third party with whom Executive has a business relationship permitted hereunder that provides remuneration to Executive. Executive shall not unreasonably withhold his availability for such cooperation, consultation and advice rendered under this Agreement following receipt of appropriate documentation from the Executive substantiating such expenses.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent a. Employee shall cooperate fully in all reasonable respects with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employerCompany, he will (upon reasonable request by with the Company) cooperate with the Company 's counsel, and with the Company’s counsel 's insurer in connection with any present and future actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s Employee's employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) Company. This cooperation by Employee shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not be limited to: (i) making himself reasonably available for interviews and discussions with the Company’s 's counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s 's counsel reasonably requests; (iii) refraining from impeding in any way the Company’s 's prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s 's prosecution or defense of such litigation or administrative proceeding. (b) The b. Employee shall be reimbursed by the Company will promptly pay directlyfor reasonable travel, or promptly reimburse the Executive forlodging, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees telephone and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), similar expenses incurred in connection with any such cooperation, consultation and advice rendered under this Agreement following receipt which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of appropriate documentation any employer of Employee, or with the requirements of any third party with whom Employee has a business relationship permitted hereunder that provides remuneration to Employee. Employee shall not unreasonably withhold his availability for such cooperation. Employee shall not be entitled to compensation from the Executive substantiating Company for such expensescooperation during the Exercise Period, and shall be compensated at a reasonable hourly rate mutually agreed to by Employee and the Company for such cooperation following the Exercise Period.

Continued Availability and Cooperation. (a) Following termination of During the Executive’s employment under this AgreementEmployment Term and following the Retirement Date, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate fully with the Company and with the Company’s 's counsel in connection with any present and future actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s 's employment by the Company (other than any litigation, administrative proceeding or investigation in which the Company. This cooperation by Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not be limited to: (i) making himself reasonably available for interviews and discussions with the Company’s 's counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s 's counsel reasonably requests; (iii) refraining from impeding in any way the Company’s 's prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s 's prosecution or defense of such litigation or administrative proceeding. (b) The Company will promptly pay directly, or promptly reimburse the Executive for, any expense reasonably incurred by him in connection with rendering cooperation In addition to Executive's obligations under Section 15(aParagraph 12(a), including during the Non-Compete Period, at the request of the Board of Directors of the Company, Executive shall make himself available for consultation with and advice to the Board at times and for periods of time which are mutually agreeable to the Board and Executive. (without limitationc) Following the Retirement Date, Executive shall be paid a consulting fee of $3,000 per day for his services under this Paragraph 12. Executive shall be reimbursed by the Company for reasonable travel, lodging, telephone and similar expenses, as well as reasonable attorneys’ ' fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counselcounsel is necessary), incurred in connection with any such cooperation, consultation and advice rendered under this Agreement following receipt of appropriate documentation from the advice. Executive substantiating shall not unreasonably withhold his availability for such expensescooperation, consultation and advice.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreementemployment, the Executive agrees thatwill, consistent with at no cost to the Executive’s business , but at the sole cost and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by expense of the Company) , cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interestsCompany. Cooperation may will include, but is not limited to: (i) making Making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) The Company will promptly pay directly, or promptly reimburse the Executive forfor reasonable travel, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)lodging, including (without limitation) telephone and similar expenses, as well as reasonable attorneys’ fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counselcounsel is necessary or otherwise reasonably requested by the Executive), incurred in connection with any cooperation, consultation and advice rendered under this Agreement Agreement. Any reimbursement or provision of in-kind benefits made during the Executive’s lifetime pursuant to the terms of this Section 16(b) will be made as soon as possible but in no event later than December 31st of the year following receipt of appropriate documentation from the year in which the Executive substantiating such expensesincurs the expense. In no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each provision of reimbursement of expenses or in-kind benefit pursuant to this Section 16(b) will be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Code.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate fully with the Company and with the Company’s 's counsel in connection with any present and future actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s 's employment by the Company (other than any litigation, administrative proceeding or investigation in which the Company. This cooperation by Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may will include, but is not be limited to: (i) making himself reasonably available for interviews and discussions with the Company’s 's counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s 's counsel reasonably requests; (iii) refraining from impeding in any way the Company’s 's prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s 's prosecution or defense of such litigation or administrative proceeding. (b) The Company will promptly pay directly, or promptly reimburse the Executive for, any expense reasonably incurred by him in connection with rendering cooperation In addition to Executive's obligations under Section 15(aParagraph 9(a), including during the Non-Compete Period, at the request of the Board of Directors of the Company, Executive shall make himself reasonably available for consultation with and advice to the Board at times and for periods of time which are mutually agreeable to the Board and Executive. (without limitationc) Executive will be reimbursed by the Company for reasonable travel, lodging, telephone and similar expenses, as well as reasonable attorneys’ ' fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counselcounsel is necessary), incurred in connection with any cooperation, consultation and advice rendered under this Agreement Agreement. Executive shall not unreasonably withhold the Executive's availability for such cooperation, consultation and advice. (d) The Company shall pay Executive at a per diem rate of $2,500 for each full day spent by Executive following receipt the third anniversary of appropriate documentation from the Executive substantiating such expensesEffective Date in connection with any cooperation, consultation and advice rendered under this Agreement.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent a. Employee shall cooperate fully in all reasonable respects with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employerCompany, he will (upon reasonable request by with the Company) cooperate with the Company 's counsel, and with the Company’s counsel 's insurer in connection with any present and future actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s Employee's employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) Company. This cooperation by Employee shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not be limited to: (i) making himself reasonably available for interviews and discussions with the Company’s 's counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s 's counsel reasonably requests; (iii) refraining from impeding in any way the Company’s 's prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s 's prosecution or defense of such litigation or administrative proceeding. (b) The b. Employee shall be reimbursed by the Company will promptly pay directlyfor reasonable travel, or promptly reimburse the Executive forlodging, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees telephone and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), similar expenses incurred in connection with any such cooperation, consultation and advice rendered under this Agreement following receipt which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of appropriate documentation any employer of Employee, or with the requirements of any third party with whom Employee has a business relationship permitted hereunder that provides remuneration to Employee. Employee shall not unreasonably withhold his availability for such cooperation. Employee shall not be entitled to compensation from the Executive substantiating Company for such expensescooperation during the Benefit Period, and shall be compensated at a reasonable hourly rate mutually agreed to by Employee and the Company for such cooperation following the Benefit Period.

Continued Availability and Cooperation. (a) Following For six years following termination of the Executive’s employment under this Agreementemployment, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) reasonably cooperate with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company Group that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigationGroup, administrative proceeding or investigation in and with respect to which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interestshas pertinent information. Cooperation may The Executive’s cooperation will include, but is not limited towithout limitation: (i) making Making himself reasonably available for interviews and discussions with the Company’s counsel counsel, as well as for depositions and trial testimony; (ii) if If depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation thereforetherefor, as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining Refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) Reasonably cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) Any such cooperation will be on reasonable notice and take into account the Executive’s professional and personal commitments, and the Executive will not be required to cooperate if the Executive determines in good faith that such cooperation would be contrary to the Executive’s own legal interest. The Company will promptly pay directly, or promptly reimburse the Executive forfor reasonable travel, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)lodging, including (without limitation) telephone and similar expenses, as well as reasonable attorneys’ fees and other charges of counsel (if the Executive reasonably determines in good faith that he should retain independent legal counsel)separate counsel is needed, incurred in connection with any cooperation, consultation and advice rendered under this Agreement after the Executive’s termination of employment; provided that any such reimbursements (i) comply with the Reimbursement Rules, and (ii) will be made within 30 days following receipt of appropriate documentation from the Executive substantiating providing an invoice to the Company. The Executive will not be entitled to any separate compensation for any matter referred to in this Section 9 unless the Executive reasonably establishes demonstrably lost wages or income as a result of the cooperation required pursuant to this Section 9; provided that, in such expensescase, the Executive must submit any claim for lost wages or income relating to his cooperation required pursuant to this Section 9 during any calendar month by no later than 30 days following the close of such month; and provided further, that the Company’s payment to the Executive in respect of such lost wages or income shall be made by no later than 30 days following the date on which the Executive submitted such claim to the Company.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request a. If requested by the Company) , Executive shall cooperate fully with the Company and and/or with the Company’s agents or counsel in connection with any present and future transition issues, as well as any actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which during the Restricted Period. Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the not unreasonably withhold his availability for such cooperation. This cooperation by Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may shall include, but is not be limited to: (i) i. making himself reasonably available to consult with the Company and/or its agents on transition issues related to his prior work at the Company; ii. making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions discoveries, depositions, motions and trial testimony; (ii) if depositions or trial testimony are to occur, iii. making himself reasonably available for discoveries, depositions, motions or trial testimony and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requeststherefor; (iii) iv. refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating v. co-operating reasonably in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) The b. Where Executive’s cooperation has been requested by the Company, Executive shall be reimbursed by the Company will promptly pay directlyfor reasonable travel, or promptly reimburse the Executive forlodging, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees telephone and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), similar expenses incurred in connection with his cooperation hereunder, which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of any cooperationemployer of Executive, consultation and advice rendered under this Agreement or with the requirements of any third party with whom Executive has a business relationship permitted hereunder that provides remuneration to Executive. All such reimbursements shall be for expenses incurred by Executive. In all events such reimbursement will be made no later than thirty (30) days after an appropriate expense reimbursement request has been submitted to the Company. Any expense reimbursed by the Company in one taxable year in no event will affect the amount of expenses required to be reimbursed or in-kind benefits required to be provided by the Company in any other taxable year. c. Upon the Separation Date, Executive will update the Company as to the status of all pending matters for which he was responsible or otherwise involved. Further, Executive will make himself reasonably available following receipt of appropriate documentation from the Executive substantiating such expensesSeparation Date for telephonic discussions with Company personnel regarding matters that occurred prior to the Separation Date.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreementemployment, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interestsCompany. Cooperation may will include, but is not limited to: (i) making Making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) The Company will promptly pay directly, or promptly reimburse the Executive forfor reasonable travel, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)lodging, including (without limitation) telephone and similar expenses, as well as reasonable attorneys’ fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counselcounsel is necessary), incurred in connection with any cooperation, consultation and advice rendered under this Agreement after the Executive’s termination of employment. Any reimbursement or provision of in-kind benefits made during the Executive’s lifetime pursuant to the terms of this Section 15(b) will be made not later than December 31st of the year following receipt of appropriate documentation from the year in which the Executive substantiating such expensesincurs the expense. In no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each provision of reimbursement of expenses or in-kind benefit pursuant to this Section 15(b) will be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Code.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreementany Termination Date, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which Company. This cooperation by the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not be limited to: (i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefore as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) In addition to the Executive’s obligations under this Section 18, during the Non-Compete Period, the Executive shall make himself available for consultation with and advice to the Company at times and for periods of time which are mutually agreeable to the Company and the Executive. (c) Notwithstanding the foregoing, the Executive’s obligation under this Section 18 shall be subject to the following: (i) The Company will promptly pay directlyconsult with the Executive, or promptly reimburse and make reasonable efforts to schedule any assistance otherwise required so as not to materially disrupt the Executive for, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees and Executive’s other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), incurred in connection with any cooperation, consultation and advice rendered under this Agreement following receipt of appropriate documentation from the Executive substantiating such expensesfull-time business endeavors.

Continued Availability and Cooperation. (a) Following termination the Resignation Date and in consideration of the Executive’s employment payments made under this AgreementSection 2 herein, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which Company. This cooperation by the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may will include, but is not be limited to: (i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimonytestimony upon reasonable notice and in a manner that does not unreasonably interfere with Executive’s other business activities; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) The Executive will be reimbursed by the Company will promptly pay directlyfor reasonable travel, or promptly reimburse the Executive forlodging, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)telephone and similar expenses, including (without limitation) as well as reasonable attorneys’ fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counselcounsel is retained on his behalf by the Company), incurred in connection with any cooperation, consultation and advice rendered under this Agreement following receipt of appropriate documentation from after the Resignation Date. The Executive shall not unreasonably withhold the Executive’s availability for such cooperation, consultation and advice. The Company shall pay the Executive substantiating at a daily rate of $1,000 for time incurred for such expensescooperation following of the later of the termination of the Director Term and November 17, 2005.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate fully with the Company and with the Company’s 's counsel in connection with any present and future actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s 's employment by the Company (other than any litigation, administrative proceeding or investigation in which the Company. This cooperation by Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not be limited to: (i) making himself reasonably available for interviews and discussions with the Company’s 's counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s 's counsel reasonably requests; (iii) refraining from impeding in any way the Company’s 's prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s 's prosecution or defense of such litigation or administrative proceeding. (b) The For two (2) years from and after the date of this Agreement, Executive shall continue to provide cooperation to the Company will promptly pay directlywith respect to projects undertaken by the Company where Executive's prior knowledge with respect to, or promptly reimburse prior involvement in, such or similar projects would be relevant to the advancement of such projects; PROVIDED that such cooperation shall not require more than forty-five (45) days of Executive's time per calendar year. (c) Executive forshall be reimbursed by the Company for reasonable travel, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)lodging, including (without limitation) attorneys’ fees telephone and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), similar expenses incurred in connection with any such cooperation, consultation and advice rendered under this Agreement following receipt which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of appropriate documentation from any future employer of Executive, or with the requirements of any third party with whom Executive substantiating has a business relationship that provides remuneration to Executive. Executive shall not unreasonably withhold his availability for such expensescooperation.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreementwith the Company, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interestsCompany. Cooperation may will include, but is not limited to: (i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) . The Company will promptly pay directly, or promptly reimburse the Executive forfor reasonable travel, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)lodging, including (without limitation) telephone and similar expenses, as well as reasonable attorneys’ fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counselcounsel is necessary), incurred in connection with any cooperation, consultation and advice rendered under this Agreement following receipt after the Executive’s termination of appropriate documentation from employment; provided that (i) Executive shall not be required to make himself available for such purposes for more than three days in any calendar month, (ii) the Company and the Executive substantiating such must mutually agree on which days the Executive will make himself available, and (iii) the Company shall pay in advance to the Executive (a) all reasonably anticipated travel and other expenses, subject to subsequent submission of supporting documentation and, if applicable, the refund by the Executive of any remaining balance of the advance after he has been reimbursed fully for the actual expenses incurred, and (b) a per diem, not accountable, of $2,500 per day.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this AgreementAgreement for any reason, the Executive agrees that, consistent with the Executive’s business and personal affairs and his her fiduciary duties both to the Company and to any new employer, he she will (upon reasonable request by the Company) cooperate with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not limited to: (i) i. making himself herself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) . if depositions or trial testimony are to occur, making himself herself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) . refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) . cooperating in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) The Company will promptly pay directly, or promptly reimburse the Executive for, any expense reasonably incurred by him her in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees and other charges of counsel (if the Executive reasonably determines that he she should retain independent legal counsel), incurred in connection with any cooperation, consultation and advice rendered under this Agreement following receipt of appropriate documentation from the Executive substantiating such expenses.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request a. If requested by the Company) , Executive shall cooperate fully with the Company and and/or with the Company’s agents or counsel in connection with any present and future transition issues, as well as any actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which during the Restricted Period. Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the not unreasonably withhold her availability for such cooperation. This cooperation by Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may shall include, but is not be limited to: (i) i. making himself herself reasonably available to consult with the Company and/or its agents on transition issues related to her prior work at the Company; ii. making herself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if iii. making herself reasonably available for depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requeststherefor; (iii) iv. refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating v. co-operating reasonably in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) The b. Where Executive’s cooperation has been requested by the Company, Executive shall be reimbursed by the Company will promptly pay directlyfor reasonable travel, or promptly reimburse the Executive forlodging, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees telephone and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), similar expenses incurred in connection with her cooperation hereunder, which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of any cooperationemployer of Executive, consultation and advice rendered under this Agreement or with the requirements of any third party with whom Executive has a business relationship permitted hereunder that provides remuneration to Executive. All such reimbursements shall be for expenses incurred by Executive. In all events such reimbursement will be made no later than thirty (30) days after an appropriate expense reimbursement request has been submitted to the Company. Any expense reimbursed by the Company in one taxable year in no event will affect the amount of expenses required to be reimbursed or in-kind benefits required to be provided by the Company in any other taxable year. c. Upon the Separation Date, Executive will update the Company as to the status of all pending matters for which Executive was responsible or otherwise involved. Further, Executive will make herself reasonably available following receipt of appropriate documentation from the Executive substantiating such expensesSeparation Date for telephonic discussions with Company personnel regarding matters that occurred prior to the Separation Date.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreementany Termination Date, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which Company. This cooperation by the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not be limited to: (i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) In addition to the Executive’s obligations under this Section 18, during the Non-Compete Period, the Executive shall make himself available for consultation with and advice to the Company at times and for periods of time which are mutually agreeable to the Company and the Executive. (c) Notwithstanding the foregoing, the Executive’s obligation under this Section 18 shall be subject to the following: (i) The Company will promptly pay directlyconsult with the Executive, or promptly reimburse and make reasonable efforts to schedule any assistance otherwise required so as not to materially disrupt the Executive for, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees and Executive’s other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), incurred in connection with any cooperation, consultation and advice rendered under this Agreement following receipt of appropriate documentation from the Executive substantiating such expensesfull-time business endeavors.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive Tysoe hereby agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to provide the Company with his cooperation and to any new employerassistance, he will (upon reasonable request as reasonably requested by the Company) , in regard to matters previously within the scope of his responsibility at the Company or about which he acquired knowledge while at the Company, including, without limitation, matters involving the sale of the Lord & Xxxxxx and David's Bridal divisions. Tysoe shall cooperate fully with the Company and with the Company’s 's counsel in connection with any present and future actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s Tysoe's employment by the Company (other than any litigation, administrative proceeding or investigation in which until the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) Retirement Date. This cooperation by Tysoe shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not be limited to: (i) : making himself reasonably available for interviews and discussions with the Company’s 's counsel as well as for depositions and trial testimony; (ii) ; if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s 's counsel reasonably requests; (iii) ; refraining from impeding in any way the Company’s 's prosecution or defense of such litigation or administrative proceeding; and (iv) and cooperating fully in the development and presentation of the Company’s 's prosecution or defense of such litigation or administrative proceeding. (b) The Company will promptly pay directly, or promptly reimburse the Executive for, any expense reasonably incurred by him . Except in connection with rendering cooperation under Section 15(a)any investigation, including (without limitation) attorneys’ fees civil or administrative proceeding or arbitration in which Tysoe has been named a defendant in his individual capacity, the Company shall reimburse Tysoe for reasonable travel, lodging, telephone and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), similar expenses incurred in connection with any such cooperation, consultation which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of any employer of Tysoe, or with the requirements of any third party with whom Tysoe has a business relationship permitted hereunder that provides remuneration to Tysoe. Tysoe shall not unreasonably withhold his availability for such cooperation. Upon the Retirement Date, Tysoe will update the Company as to the status of all pending matters for which he was responsible or otherwise involved with respect to the Company. The Company agrees to indemnify Tysoe against claims or actions, arising from or connected with his past activities as an employee of the Company in a manner consistent with the Company's By-laws and advice rendered under this Agreement following receipt Delaware law. Notwithstanding the foregoing, the Company will have no obligation to release, indemnify, hold harmless or defend Tysoe for any conduct by Tysoe alleged to be intentional or willful or that arises from a violation of appropriate documentation from any statutory prohibition unless such conduct was specifically requested by the Executive substantiating such expensesCompany. Tysoe warrants that he has disclosed to the Company all claims and circumstances and potential claims and circumstances that may exist or could reasonably be brought against him concerning his past activities as an employee.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreementemployment, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employerCompany, he will (upon reasonable request by the Company) cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) 15 shall require the Executive to cooperate in such a way that would jeopardize his legal interestsinterest. Cooperation may will include, but is not limited to: (i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) The Company will promptly pay directly, or promptly reimburse the Executive forfor reasonable travel, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)lodging, including (without limitation) telephone and similar expenses, as well as reasonable attorneys’ fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), incurred in connection with any cooperation, consultation and advice rendered under this Agreement following receipt after the Executive’s termination of appropriate documentation from the Executive substantiating such expensesemployment.

Continued Availability and Cooperation. (aa.) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) Morrxx xxxll cooperate fully with the Company and with the Company’s 's counsel in connection with any present and future actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment Morrxx' xxployment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interestsCompany. Cooperation may This cooperation by Morrxx xxxll include, but is not be limited to: (i) making himself reasonably available for interviews and discussions with the Company’s 's counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s 's counsel reasonably requests; (iii) refraining from impeding in any way the Company’s 's prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s 's prosecution or defense of such litigation or administrative proceeding. (bb.) The Morrxx xxxll be reimbursed by the Company will promptly pay directlyfor reasonable travel, or promptly reimburse the Executive forlodging, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees telephone and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), similar expenses incurred in connection with any such cooperation, consultation which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of any employer of Morrxx, xx with the requirements of any third party with whom Morrxx xxx a business relationship permitted hereunder that provides remuneration to Morrxx. Xxrrxx xxxll not unreasonably withhold his availability for such cooperation. (c.) Upon the Transition Date, Morrxx xxxl update the Company as to the status of all pending matters for which he was responsible or otherwise involved. During the Severance Period, Morrxx xxxl perform such services and advice rendered under this Agreement following receipt provide such consultations as the Company shall reasonably request. (d.) The Company agrees, to the extent permitted by applicable law, to release Morrxx xxx indemnify and hold him harmless against all liability or loss, and against all claims or actions, arising from or connected with his past activities as an employee of appropriate documentation from the Executive substantiating Company, including but not limited to those claims or actions based upon or arising out of negligent or wrongful acts to persons or property and the defense of any such expensesclaims or actions.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate fully with the Company and with the Company’s 's counsel in connection with any present and future actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s 's employment by the Company (other than any litigation, administrative proceeding or investigation in which the Company. This cooperation by Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not be limited to: (i) making himself reasonably available for interviews and discussions with the Company’s 's counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s 's counsel reasonably requests; (iii) refraining from impeding in any way the Company’s 's prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s 's prosecution or defense of such litigation or administrative proceeding.. 10 (b) The From and after the end of the Employment Term, Executive shall continue to provide cooperation to the Company will promptly pay directlywith respect to projects undertaken by the Company where Executive's prior knowledge with respect to, or promptly reimburse prior involvement in, such or similar projects would be relevant to the advancement of such projects; PROVIDED that such cooperation shall not require more than twenty (20) days of Executive's time per calendar year and a reasonable per diem fee can be agreed upon. (c) After the end of the Employment Term, Executive forshall be reimbursed by the Company for reasonable travel, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a)lodging, including (without limitation) attorneys’ fees telephone and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), similar expenses incurred in connection with any such cooperation, consultation and advice rendered under this Agreement following receipt which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of appropriate documentation from any future employer of Executive, or with the requirements of any third party with whom Executive substantiating has a business relationship that provides remuneration to Executive. Executive shall not unreasonably withhold his availability for such expensescooperation.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) Employee shall cooperate fully with the Company and with the Company’s counsel in connection with any business matter in which Employee was involved or has knowledge in any present and future or actual or threatened litigation, litigation or administrative proceeding or investigation proceedings involving the Company that relates to events, occurrences occurrences, or conduct occurring (or claimed claims to have occurred) occurred during the period of the ExecutiveEmployee’s employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interestsCompany. Cooperation may includeThis cooperation by Employee includes, but is not limited to: (i) making A. Making himself reasonably available for interviews and discussions with Company employees and the Company’s counsel as well as for depositions and trial testimonycounsel; (ii) if B. If depositions or trial testimony are were to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s counsel reasonably requestsrequest; (iii) refraining C. Refraining from impeding in any way the Company’s in a prosecution or defense of by the Company or the government or any such litigation or administrative proceeding; and (iv) cooperating D. Cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) E. Cooperating in training Employee’s replacement, whether that replacement is a new employee or a current employee to whom Employee’s current duties are distributed. F. Performing Employee’s job duties in a manner acceptable to the Company. From the effective date of this Agreement and for any period of time which is mutually agreeable to both the Company and Employee, Employee shall continue to provide cooperation to the Company with respect to projects undertaken by the Company where Employee’s prior knowledge with respect to, or prior involvement in, such or similar projects would be relevant to advancement or such projects, provided that such cooperation shall but subject to Employee’s time constraints. The Company will promptly pay directlyreasonably endeavor to schedule the assistance provided for in this paragraph at times not conflicting with the scheduled personal obligations of the Employee, the reasonable requirements of any future employer of Employee or promptly reimburse with the Executive for, requirements of any expense reasonably third party with whom Employee has a business relationship that provides remuneration to Employee. Employee shall be reimbursed for any out of pocket expenses incurred by him Employee in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), incurred in connection with regard to any cooperation, consultation and advice rendered under this Agreement following receipt of appropriate documentation from the Executive substantiating such expensesrequests.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request a. If requested by the Company) , Executive shall cooperate fully with the Company and and/or with the Company’s 's agents or counsel in connection with any present and future transition issues, as well as any actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s 's employment by the Company (other than any litigation, administrative proceeding or investigation in which during the Restricted Period. Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the not unreasonably withhold his availability for such cooperation. This cooperation by Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may shall include, but is not be limited to: (i) making himself reasonably available to consult with the Company and/or its agents on transition issues related to his prior work at the Company; (ii) making himself reasonably available for interviews and discussions with the Company’s 's counsel as well as for depositions and trial testimony; (iiiii) if making himself reasonably available for depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requeststherefor; (iiiiv) refraining from impeding in any way the Company’s 's prosecution or defense of such litigation or administrative proceeding; and (ivv) cooperating reasonably in the development and presentation of the Company’s 's prosecution or defense of such litigation or administrative proceeding. (b) The Company will promptly pay directly, or promptly reimburse the Executive for, any expense reasonably incurred by him in connection with rendering cooperation under b. Subject to Section 15(a11(c), including (without limitation) attorneys’ fees where Executive's cooperation has been requested by the Company, Executive shall be reimbursed by the Company for reasonable travel, lodging, telephone and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), similar expenses incurred in connection with his cooperation hereunder, which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of any cooperationemployer of Executive, consultation or with the requirements of any third party with whom Executive has a business relationship permitted hereunder that provides remuneration to Executive. All such reimbursements shall be for expenses incurred by Executive. In all events such reimbursements will be made no later than thirty (30) days after an appropriate expense reimbursement request has been submitted to the Company. Any expense reimbursed by the Company in one taxable year in no event will affect the amount of expenses required to be reimbursed or in-kind benefits required to be provided by the Company in any other taxable year. c. Notwithstanding Section 11(b), where Executive's cooperation has been requested by the Company regarding litigation matters involving the Company, Executive shall be paid at a rate of Nine Hundred Dollars ($900) per hour for reasonable and advice rendered under this Agreement actual time spent on matters for which Executive's cooperation is specifically requested by the Chief Executive Officer or the Chief Legal Officer of the Company hereunder (including reasonable travel time), which cooperation the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of any employer of Executive, or with the requirements of any third party with whom Executive has a business relationship permitted hereunder that provides remuneration to Executive. All such hourly payments shall be for reasonable and actual time spent by Executive and include reasonable time spent traveling for such purposes. In all events such payments will be made no later than thirty (30) days after an appropriate invoice has been submitted to the Company. d. Executive will make himself reasonably available following receipt of appropriate documentation from the Executive substantiating Separation Date for telephonic discussions with Company personnel regarding matters that occurred prior to the Separation Date and shall be paid for his reasonable and actual time spent holding such expensesdiscussions on the terms set forth in Section 11(c).

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the a. Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) shall cooperate fully with the Company and and/or with the Company’s agents or counsel in connection with any present and future transition issues, as well as any actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigationor during the Restricted Period. Executive shall not unreasonably withhold his availability for such cooperation and, administrative proceeding or investigation in which to the Executive and the extent possible, Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the such cooperation in a manner which does not unreasonably interfere with Executive’s subsequent employment, if any. This cooperation by Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may shall include, but is not be limited to: (i) making himself reasonably available to consult with the Company and/or its agents on transition issues related to his prior work at the Company; (ii) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (iiiii) if making himself reasonably available for depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requeststherefor; (iiiiv) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (ivv) cooperating co-operating reasonably in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding. (b) The b. Executive shall be reimbursed by the Company will promptly pay directlyfor reasonable travel, or promptly reimburse the Executive forlodging, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees telephone and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), similar expenses incurred in connection with his cooperation hereunder, which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of any cooperationemployer of Executive, consultation and advice rendered under this Agreement or with the requirements of any third party with whom Executive has a business relationship permitted hereunder that provides remuneration to Executive. All such reimbursements shall be for expenses incurred by Executive. In all events such reimbursement will be made no later than thirty (30) days after an appropriate expense reimbursement request has been submitted to the Company. Any expense reimbursed by the Company in one taxable year in no event will affect the amount of expenses required to be reimbursed or in-kind benefits required to be provided by the Company in any other taxable year. c. Upon the Separation Date, Executive will update the Company as to the status of all pending matters for which he was responsible or otherwise involved. Further, Executive will make himself reasonably available following receipt of appropriate documentation from the Executive substantiating such expensesSeparation Date for telephonic discussions with Company personnel regarding matters that occurred prior to the Separation Date.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) Vinney shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future matters involving financial statement or governance certifications or affirmations, regulatory, stock exchange or independent auditor matters, governmental investigation or review, and any actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the ExecutiveVinney’s employment by the Company (other than Company, or any litigationinvestigation, administrative charge, proceeding or investigation in which other action or potential action by any governmental agency throughout the Executive and world involving the Company are opposing parties); provided, however, nothing in this Section 15(a) This cooperation by Vinney shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not be limited toto the following to the extent allowed by applicable law and Vinney’s fiduciary duties to the Company: (i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and; (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding; (v) promptly notifying the Company’s Chief Executive Officer (if other than Vinney) and General Counsel, if any, in the event that he is contacted by any governmental authority in connection with any investigation, charge or proceeding or any other third party in connection with any actual or threatened litigation or administrative proceeding involving the Company; and (vi) promptly executing any statements, affidavits, filings, notices or other documents necessary or appropriate to facilitate the obligations contemplated by this Agreement. (b) The Vinney shall be reimbursed by the Company will promptly pay directlyfor reasonable travel, or promptly reimburse the Executive forlodging, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees telephone and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), similar expenses incurred in connection with any such cooperation, consultation and advice rendered under this Agreement following receipt which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of appropriate documentation from any employer of Vinney, or with the Executive substantiating requirements of any third party with whom Vinney has a business relationship permitted hereunder that provides remuneration to Vinney. Vinney shall not unreasonably withhold his availability for such expensescooperation. (c) Upon the Changeover Date, Vinney will update the Company as to the status of all pending matters for which he was responsible or otherwise involved.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) Vinney shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future matters involving financial statement or governance certifications or affirmations, regulatory, stock exchange or independent auditor matters, governmental investigation or review, and any actual or threatened litigation, litigation or administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the ExecutiveVinney’s employment by the Company (other than Company, or any litigationinvestigation, administrative charge, proceeding or investigation in which other action or potential action by any governmental agency throughout the Executive and world involving the Company are opposing parties); provided, however, nothing in this Section 15(a) This cooperation by Vinney shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not be limited toto the following to the extent allowed by applicable law and Vinney’s fiduciary duties to the Company: (i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, therefor as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and; (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding; (v) promptly notifying the President or Chief Executive Officer (if other than Vinney) and General Counsel, if any, in the event that he is contacted by any governmental authority in connection with any investigation, charge or proceeding or any other third party in connection with any actual or threatened litigation or administrative proceeding involving the Company; and (vi) promptly executing any statements, affidavits, filings, notices or other documents necessary or appropriate to facilitate the obligations contemplated by this Agreement. (b) The Vinney shall be reimbursed by the Company will promptly pay directlyfor reasonable travel, or promptly reimburse the Executive forlodging, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees telephone and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), similar expenses incurred in connection with any such cooperation, consultation and advice rendered under this Agreement following receipt which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of appropriate documentation from any employer of Vinney, or with the Executive substantiating requirements of any third party with whom Vinney has a business relationship permitted hereunder that provides remuneration to Vinney. Vinney shall not unreasonably withhold his availability for such expensescooperation. (c) Upon the Changeover Date, Vinney shall update the Company as to the status of all pending matters for which he was responsible or otherwise involved.