Common use of Cooperation Clause Clause in Contracts

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment. (b) For the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law or authorized in advance by the Board of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 19 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective DateSeverance Period, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment. (b) For the twelve (12)-month period following the Effective DateSeverance Period, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law or authorized in advance by the Board of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 19 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her his employment. (b) For the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Company and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s Company and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by engaged in employment with the Company and its Related Entities. The Company will promptly reimburse Executive for his/her his reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her his duties under this Section 1922. Except as required by law or authorized in advance by the Board of Directors of the Company, the Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. The Executive acknowledges that any violation of this Section 19 22 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment. (b) For the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law or authorized in advance by the Board of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 19 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.the

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective DateSeverance Period, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her his employment. (b) For the twelve (12)-month period following the Effective DateSeverance Period, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company and its Related Entities. The Company will promptly reimburse Executive for his/her his reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her his duties under this Section 1921. Except as required by law or authorized in advance by the Board of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 19 21 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company Commerce and its Related Entities’ ' businesses, for the twelve (12)-month period following 12) months after the Effective Date, the Executive agrees to cooperate, at no charge, cooperate with the Company Commerce's and its Related Entities’ ' reasonable requests for information or assistance related to the time of his/her his employment, including by using his best efforts to facilitate obtaining releases from Greg Lander, Eric Alam and Bruno Kvetinskas, each a former holder of xxxxxx xx Xkixxxxx Xxxne Inx. xxxxxx xxxxx (collectively, the "Skipping Stone Stockholders"), in connection with any and all rights, claims, demands, liabilities, actions, courses of action, damages, losses, costs and expenses including but not limited to, the release from an escrow arrangement of the shares of common stock of Commerce held in connection with the Skipping Stone Agreements. (b) For the twelve (12)-month period following 12) months after the Effective Date, the Executive agrees to cooperate, at no charge, cooperate with the Company’s Commerce's and its Related Entities’ ' and its or their counsel’s 's reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Commerce's and its Related Entities’ ' management’s 's current and past conduct and business and accounting practices and (ii) the Company’s Commerce's and its Related Entities’ ' defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by the Company engaged in employment with Commerce and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law or authorized in advance by the Board of Directors of Commerce, the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company Commerce and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company Commerce and its Related Entities, the operations of the Company Commerce and its Related Entities, the legal positions taken by the Company Commerce and its Related Entities, or the financial status of the Company Commerce and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “"I have no comment,” " or words to that general effect, and shall direct the inquirer to the CompanyCommerce. The Executive acknowledges that any material violation of this Section 19 will result in irreparable harm to the Company Commerce and its Related Entities and will give rise to an immediate action by the Company Commerce and its Related Entities for injunctive relief. (c) Commerce agrees to reimburse the Executive for all reasonable expenses the Executive incurs in providing information and/or assistance under this Section as long as the expenses have been authorized by Commerce's Chief Executive Officer or its Board of Directors in advance. Further, the Executive shall not be required to provide any information or assistance under this Section that exceeds twenty (20) hours, unless the parties hereto shall agree upon a commercially reasonable rate of compensation for the additional assistance. The Executive shall be in compliance with this Section as long as he provides reasonable cooperation, upon reasonable notice and so long as Commerce's requests for information and/or assistance are in a commercially reasonable time, place and manner. It shall not be a breach of this Section 19 for the Executive to testify truthfully in any judicial or administrative proceeding, or pursuant to court order.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective DateSeverance Period, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her his employment. (b) For the twelve (12)-month period following the Effective DateSeverance Period, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company and its Related Entities. The Company will promptly reimburse Executive for his/her his reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her his duties under this Section 1918. Except as required by law or authorized in advance by the Board of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” , “and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 19 18 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of Employee agrees that, as requested by the Company and or its Related Entities’ businessescounsel, for the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, he will fully cooperate with the Company and its Related Entities’ reasonable requests counsel in any internal review, investigation, or audit; and any formal or informal inquiry, investigation, disciplinary or other proceeding initiated by any government, regulatory or law enforcement agency (including without limitation the Securities and Exchange Commission, FINRA, formerly the National Association of Securities, Inc., or the Office of Thrift Supervision). Employee further agrees to fully cooperate with the Company and its counsel in both the pursuit or prosecution of any claim or right the Company may hold against others for damages or relief and in defending the Company against any pending or future claims, complaints or actions brought against the Company, including but not limited regulatory actions, administrative proceedings, arbitration claims, or lawsuits. In this regard, Employee agrees that he will promptly provide all information or assistance related documents he may possess relevant to the time subject matter of his/her employment. (b) For any inquiry, and that he will testify truthfully and with complete candor in connection with any such regulatory, administrative or legal action or proceeding. To the twelve (12)-month period following extent possible, the Effective DateCompany will try to limit Employee’s participation to regular business hours. Any request for cooperation by the Company hereunder will take into account, Executive to the extent practicable, Employee's reasonable, good faith personal commitments and business commitments. The Company agrees to cooperateprovide Employee reasonable notice, at to the extent practicable, in the event his assistance is required. The Company will reimburse Employee for reasonable travel expenses (including lodging and meals) incurred by him in connection with providing such assistance and for legal fees to the extent Employee reasonably believes that separate representation is warranted, in either case within 30 days of the submission of the appropriate documentation to the Company. Employee’s entitlement to such reimbursement, including legal fees, pursuant to this Section 12, shall in no charge, way affect Employee’s rights to be indemnified and/or advanced expenses in accordance with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law or authorized in advance by the Board of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors its subsidiaries’ corporate or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entitiesother organizational documents, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 19 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive reliefapplicable insurance policy.

Cooperation Clause. Upon the receipt of reasonable notice from the Company (a) To facilitate including outside counsel), Employee agrees that Employee will respond and provide information with regard to matters in which Employee has knowledge as a result of Employee’s employment with the orderly conduct Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of all claims that may be made against the Company or its affiliates, and will assist the Company and its Related Entities’ businesses, for affiliates in the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with prosecution of all claims that may be made by the Company and or its Related Entities’ reasonable requests for information or assistance related affiliates, to the time extent that such claims may relate to the period of his/her employment. (b) For the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, Employee’s employment with the Company’s and . Employee will testify truthfully in connection with any lawsuit, investigation, proceeding, administrative review, or arbitration. Employee agrees to promptly inform the Company if Employee becomes aware of any lawsuit involving such claims that may be filed or threatened against the Company or its Related Entities’ and affiliates. Employee also agrees to promptly inform the Company (to the extent that Employee is legally permitted to do so) if Employee is asked to assist in any investigation of the Company or its affiliates (or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits actions), regardless of the Company’s and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or other participation in, any administrative, judicial, whether a lawsuit or other proceeding arising from any charge, complaint or other action which has then been or may be filed relating to the period during which Executive was employed by against the Company or its affiliates with respect to such investigation, and its Related Entitiesshall not provide such assistance unless legally required. The Upon presentation of appropriate documentation, the Company will promptly shall pay or reimburse Executive Employee for his/her reasonable, customary and documented all reasonable out-of-pocket business travel, duplicating or telephonic expenses incurred by Employee in connection complying with the performance of his/her duties under this Section 1917. Except as Any such cooperation request from the Company shall be reasonable and shall accommodate Employee’s personal and business commitments and shall not interfere with Employee’s ability to engage in gainful employment. If, following March 2023, the amount or duration of the time required by law or authorized Employee to provide such cooperation exceeds four hours in advance any week, the Company will provide reasonable compensation to Employee, as an independent contractor, at a rate to be determined by the Board parties, subject to Employee’s submission of Directors an invoice setting forth the time incurred and a description of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 19 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive reliefcooperation services.

Cooperation Clause. (a) To facilitate the orderly conduct of Employee agrees that, as requested by the Company and or its Related Entities’ businessescounsel, for the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, he will fully cooperate with the Company and its Related Entities’ reasonable requests counsel in any formal or informal inquiry, investigation, disciplinary or other proceeding initiated by any government, regulatory or law enforcement agency (including without limitation the Securities and Exchange Commission, FINRA, formerly the National Association of Securities, Inc., or the Office of Thrift Supervision). Employee further agrees to fully cooperate with the Company and its counsel in both the pursuit or prosecution of any claim or right the Company may hold against others for damages or relief and in defending the Company against any pending or future claims, complaints or actions brought against the Company, including but not limited regulatory actions, administrative proceedings, arbitration claims, lawsuits or independent investigations by the Board in conjunction with a stockholder demand. In this regard, Employee agrees that he will promptly provide all information or assistance related documents he may possess relevant to the time subject matter of his/her employment. (b) For any inquiry, and that he will testify truthfully and with complete candor in connection with any such regulatory, administrative or legal action or proceeding. To the twelve (12)-month period following extent possible, the Effective DateCompany will try to limit Employee’s participation to regular business hours. Any request for cooperation by the Company hereunder will take into account, Executive to the extent practicable, Employee’s personal and professional schedule. The Company agrees to cooperateprovide Employee reasonable notice, at to the extent practicable, in the event his assistance is required. The Company will reimburse Employee for reasonable travel expenses (including lodging and meals) incurred by him in connection with providing such assistance and for legal fees to the extent Employee reasonably believes that separate representation is warranted, in either case within 30 days of the submission of the appropriate documentation to the Company. Employee’s entitlement to such reimbursement, including legal fees, pursuant to this Section 10, shall in no charge, way affect Employee’s rights to be indemnified and/or advanced expenses in accordance with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law or authorized in advance by the Board of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors its subsidiaries’ corporate or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entitiesother organizational documents, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 19 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive reliefapplicable insurance policy.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company Commerce and its Related Entities’ ' businesses, for the twelve (12)-month period following he remains a director of Commerce or one year, whichever is longer, the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment. (b) For the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company’s 's and its Related Entities’ ' reasonable requests for information or assistance related to the time of his employment. (b) For the period he remains a director of Commerce or one year, whichever is longer, the Executive agrees to cooperate, at no charge, with Commerce and its Related Entities' and its or their counsel’s 's reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Commerce and its Related Entities’ ' management’s 's current and past conduct and business and accounting practices and (ii) the Company’s Commerce and its Related Entities’ ' defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by the Company engaged in employment with Commerce and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law or authorized in advance by the Commerce's Board of Directors of Directors, the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company Commerce and its Related Entities or any of their directors employees, officers, directors, affiliates or officers agents is being contemplated, concerning the management or governance of the Company Commerce and its Related Entities, the operations of the Company Commerce and its Related Entities, the legal positions taken by the Company Commerce and its Related Entities, or the financial status of the Company Commerce and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “"I have no comment,” " and shall direct the inquirer to the Companyprincipal executive officer of Commerce. The Executive acknowledges that any violation of this Section 19 20 will result in irreparable harm to the Company Commerce and its Related Entities and will give rise to an immediate action by the Company Commerce and its Related Entities for injunctive relief. It shall not be a breach of this Section 20 for the Executive (i) to testify truthfully in any judicial or administrative proceeding, or (ii) if the Executive is a defendant in any such legal action, for the Executive to take any action or make any communication not prohibited by the Agreement he deems necessary, appropriate or helpful to his defense.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ ' businesses, for the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ ' reasonable requests for information or assistance related to the time of his/her his employment. (b) For the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, with the Company’s 's and its Related Entities’ ' and its or their counsel’s 's reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Company and its Related Entities’ ' management’s 's current and past conduct and business and accounting practices and (ii) the Company’s Company and its Related Entities’ ' defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by engaged in employment with the Company and its Related Entities. The Company will promptly reimburse Executive for his/her his reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her his duties under this Section 1922. Except as required by law or authorized in advance by the Board of Directors of the Company, the Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “"I have no comment,” " and shall direct the inquirer to the Company. The Executive acknowledges that any violation of this Section 19 22 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company Commerce and its Related Entities’ ' businesses, for the twelve (12)-month period following 12) months after the Effective Date, the Executive agrees to cooperate, at no charge, cooperate with the Company Commerce's and its Related Entities’ ' reasonable requests for information or assistance related to the time of his/her his employment. (b) For the twelve (12)-month period following 12) months after the Effective Date, the Executive agrees to cooperate, at no charge, cooperate with the Company’s Commerce's and its Related Entities’ ' and its or their counsel’s 's reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Commerce's and its Related Entities’ ' management’s 's current and past conduct and business and accounting practices and (ii) the Company’s Commerce's and its Related Entities’ ' defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by the Company engaged in employment with Commerce and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law or authorized in advance by the Board of Directors of Commerce, the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company Commerce and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company Commerce and its Related Entities, the operations of the Company Commerce and its Related Entities, the legal positions taken by the Company Commerce and its Related Entities, or the financial status of the Company Commerce and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “"I have no comment,” " or words to that general effect, and shall direct the inquirer to the CompanyCommerce. The Executive acknowledges that any material violation of this Section 19 will result in irreparable harm to the Company Commerce and its Related Entities and will give rise to an immediate action by the Company Commerce and its Related Entities for injunctive relief. (c) Commerce agrees to reimburse the Executive for all reasonable expenses the Executive incurs in providing information and/or assistance under this Section as long as the expenses have been authorized by Commerce's Chief Executive Officer or its Board of Directors in advance. Further, the Executive shall not be required to provide any information or assistance under this Section that exceeds twenty (20) hours, unless the parties hereto shall agree upon a commercially reasonable rate of compensation for the additional assistance. The Executive shall be in compliance with this Section as long as he provides reasonable cooperation, upon reasonable notice and so long as Commerce's requests for information and/or assistance are in a commercially reasonable time, place and manner. It shall not be a breach of this Section 19 for the Executive to testify truthfully in any judicial or administrative proceeding, or pursuant to court order.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ ' businesses, for the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ ' reasonable requests for information or assistance related to the time of his/her his employment. (b) For the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, with the Company’s 's and its Related Entities’ ' and its or their counsel’s 's reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Company and its Related Entities’ ' management’s 's current and past conduct and business and accounting practices and (ii) the Company’s Company and its Related Entities’ ' defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by engaged in employment with the Company and its Related Entities. The Company will promptly reimburse Executive for his/her his reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her his duties under this Section 1921. Except as required by law or authorized in advance by the Board of Directors of the Company, the Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “"I have no comment,” " and shall direct the inquirer to the Company. The Executive acknowledges that any violation of this Section 19 20 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment. (b) For the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 1920. Except as required by law or authorized in advance by the Board of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 19 20 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective DateSeverance Period, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her his employment. (b) For the twelve (12)-month period following the Effective DateSeverance Period, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company and its Related Entities. The Company will promptly reimburse Executive for his/her his reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 1920. Except as required by law or authorized in advance by the Board of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel or his own legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 19 20 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by entitle the Company and its Related Entities for to injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective DateSeverance Period, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her his employment. (b) For the twelve (12)-month period following the Effective DateSeverance Period, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Company and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s Company and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by engaged in employment with the Company and its Related Entities. The Company will promptly reimburse Executive for his/her his reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her his duties under this Section 1923. Except as required by law or authorized in advance by the Board of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 19 23 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company's and its Related Entities' businesses, during the period of the severance pay under Section 6(b), above, the Executive agrees to cooperate, at no charge, with the Company's and its Related Entities' reasonable requests for information or assistance related to the time of his employment, including, without limitation (i) assisting the Company and its Related Entities to insure that the projection program, business plans, business matrix program (i.e., measurement of business) and strategic financial projections are transitioned to the Company and its Related Entities’ businesses; (ii) assisting the Company and its Related Entities in connection the reorganization and the strategic plan described in the Registration Statement on Form S-4 filed by American Energy Group, for Inc. with the twelve Securities and Exchange Commission in January 2004; and (12)-month iii) otherwise assist the new Chief Financial Officer of the Company and its Related Entities in connection with his transition. (b) During the period following of the Effective Dateseverance pay under Section 6(b), above, the Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment. (b) For the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ Entities and its or their counsel’s reasonable requests for information or assistance related to counsel (i) in any investigations (including internal investigations) and audits of the Company’s and 's or any of its Related Entities’ ' management’s 's current and past conduct and business and accounting practices and (ii) in the Company’s and its Related Entities’ 's defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by engaged in employment with the Company and and/or its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law or authorized in advance by the Company's Board of Directors or the Board of Directors of the Company's parent, the Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and and/or its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and and/or its Related Entities, or the financial status of the Company and and/or its Related Entities. If asked about any such individuals or matters, The Executive shall say: “I have no comment,” and shall direct the inquirer inquiries from third parties on these issues to the Company. The Executive acknowledges that any violation of this Section 19 18 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and and/or its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective DateSeverance Period, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her his employment. (b) For the twelve (12)-month period following the Effective DateSeverance Period, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company and its Related Entities. The Company will promptly reimburse Executive for his/her his reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her his duties under this Section 19. Except as required by law or authorized in advance by the Board of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 19 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company Commerce and its Related Entities’ businesses, for the twelve (12)-month period following 12) months after the Effective Date, the Executive agrees to cooperate, at no charge, cooperate with the Company Commerce’s and its Related Entities’ reasonable requests for information or assistance related to the time of his/her his employment. (b) For the twelve (12)-month period following 12) months after the Effective Date, the Executive agrees to cooperate, at no charge, cooperate with the CompanyCommerce’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Commerce and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s Commerce and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by the Company engaged in employment with Commerce and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law law, court or administrative order or authorized in advance by the Board of Directors of Commerce, the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company Commerce and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company Commerce and its Related Entities, the operations of the Company Commerce and its Related Entities, the legal positions taken by the Company Commerce and its Related Entities, or the financial status of the Company Commerce and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “I have no comment,” or words to that general effect, and shall direct the inquirer to the CompanyCommerce. The Executive acknowledges that any material violation of this Section 19 15 will result in irreparable harm to the Company Commerce and its Related Entities and will give rise to an immediate action by the Company Commerce and its Related Entities for injunctive relief. (c) Commerce agrees to reimburse the Executive for all reasonable expenses the Executive incurs in providing information and/or assistance under this Section as long as the expenses have been authorized by Commerce’s Chief Executive Officer or its Board of Directors in advance. Further, the Executive shall not be required to provide any information or assistance under this Section that exceeds twenty (20) hours in the aggregate, unless the parties hereto shall agree upon a commercially reasonable rate of compensation for the additional assistance. The Executive shall be in compliance with this Section as long as he provides reasonable cooperation, upon reasonable notice and so long as Commerce’s requests for information and/or assistance are in a commercially reasonable time, place and manner.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her his employment. (b) For the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Company and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s Company and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by engaged in employment with the Company and its Related Entities. The Company will promptly reimburse Executive for his/her his reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her his duties under this Section 1921. Except as required by law or authorized in advance by the Board of Directors of the Company, the Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. The Executive acknowledges that any violation of this Section 19 21 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective DateSeverance Period, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment. (b) For the twelve (12)-month period following the Effective DateSeverance Period, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 1920. Except as required by law or authorized in advance by the Board of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 19 20 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by entitle the Company and its Related Entities for to injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company Commerce and its Related Entities’ businesses, for the twelve (12)-month period following 12) months after the Effective Date, the Executive agrees to cooperate, at no charge, cooperate with the Company Commerce’s and its Related Entities’ reasonable requests for information or assistance related to the time of his/her his employment. (b) For the twelve (12)-month period following 12) months after the Effective Date, the Executive agrees to cooperate, at no charge, cooperate with the CompanyCommerce’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Commerce and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s Commerce and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by the Company engaged in employment with Commerce and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law law, court or administrative order or authorized in advance by the Board of Directors of Commerce, the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company Commerce and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company Commerce and its Related Entities, the operations of the Company Commerce and its Related Entities, the legal positions taken by the Company Commerce and its Related Entities, or the financial status of the Company Commerce and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “I have no comment,” or words to that general effect, and shall direct the inquirer to the CompanyCommerce. The Executive acknowledges that any material violation of this Section 19 18 will result in irreparable harm to the Company Commerce and its Related Entities and will give rise to an immediate action by the Company Commerce and its Related Entities for injunctive relief. (c) Commerce agrees to reimburse the Executive for all reasonable expenses the Executive incurs in providing information and/or assistance under this Section as long as the expenses have been authorized by Commerce’s Chief Executive Officer or its Board of Directors in advance. Further, the Executive shall not be required to provide any information or assistance under this Section that exceeds twenty (20) hours in the aggregate, unless the parties hereto shall agree upon a commercially reasonable rate of compensation for the additional assistance. The Executive shall be in compliance with this Section as long as he provides reasonable cooperation, upon reasonable notice and so long as Commerce’s requests for information and/or assistance are in a commercially reasonable time, place and manner.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for until December 31, 2006, the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment. (b) For the twelve (12)-month period following the Effective Date, The Executive also agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Company and its Related Entities’ management’s current and past conduct and business and accounting practices practices, and (ii) the Company’s Company and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by engaged in employment with the Company and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law or authorized in advance by the Board of Directors of the Company, the Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. The Executive acknowledges that any violation of this Section 19 17 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ ' businesses, for the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ ' reasonable requests for information or assistance related to the time of his/her employment. (b) For the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, with the Company’s 's and its Related Entities’ ' and its or their counsel’s 's reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Company and its Related Entities’ ' management’s 's current and past conduct and business and accounting practices and (ii) the Company’s Company and its Related Entities’ ' defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by engaged in employment with the Company and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 1922. Except as required by law or authorized in advance by the Board of Directors of the Company, the Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “"I have no comment,” " and shall direct the inquirer to the Company. The Executive acknowledges that any violation of this Section 19 22 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company Commerce and its Related Entities’ ' businesses, for the twelve (12)-month period following 12) months after the Effective Date, the Executive agrees to cooperate, at no charge, cooperate with the Company Commerce's and its Related Entities’ ' reasonable requests for information or assistance related to the time of his/her his employment. (b) For the twelve (12)-month period following 12) months after the Effective Date, the Executive agrees to cooperate, at no charge, cooperate with the Company’s Commerce's and its Related Entities’ ' and its or their counsel’s 's reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Commerce and its Related Entities’ ' management’s 's current and past conduct and business and accounting practices and (ii) the Company’s Commerce and its Related Entities’ ' defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by the Company engaged in employment with Commerce and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law law, court or administrative order or authorized in advance by the Board of Directors of Commerce, the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company Commerce and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company Commerce and its Related Entities, the operations of the Company Commerce and its Related Entities, the legal positions taken by the Company Commerce and its Related Entities, or the financial status of the Company Commerce and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “"I have no comment,” " or words to that general effect, and shall direct the inquirer to the CompanyCommerce. The Executive acknowledges that any material violation of this Section 19 18 will result in irreparable harm to the Company Commerce and its Related Entities and will give rise to an immediate action by the Company Commerce and its Related Entities for injunctive relief. (c) Commerce agrees to reimburse the Executive for all reasonable expenses the Executive incurs in providing information and/or assistance under this Section as long as the expenses have been authorized by Commerce's Chief Executive Officer or its Board of Directors in advance. Further, the Executive shall not be required to provide any information or assistance under this Section that exceeds twenty (20) hours in the aggregate, unless the parties hereto shall agree upon a commercially reasonable rate of compensation for the additional assistance. The Executive shall be in compliance with this Section as long as he provides reasonable cooperation, upon reasonable notice and so long as Commerce's requests for information and/or assistance are in a commercially reasonable time, place and manner.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the a period of twelve (12)-month period following 12) months after the Effective Termination Date, the Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her his employment. (b) For the a period of twelve (12)-month period following 12) months after the Effective Termination Date, the Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Company and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s Company and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by engaged in employment with the Company and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law or authorized in advance by the Board of Directors of the Company, the Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. The Executive acknowledges that any violation of this Section 19 18 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) a. To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the business of the Company at the time of his/her employment. (b) b. For the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or reasonable assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Company and its Related Entities’ management’s current and past business conduct and business and accounting practices and (ii) the Company’s Company and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action bearing upon the Company’s business or accounting practices which has been or may be filed relating to the period during which the Executive was employed by engaged in employment with the Company and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 1922. Except as required by law or authorized in advance by the Board of Directors of the Company, the Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplatedcontemplated (provided however, that this restriction shall not be applicable if the Executive is threatened to be named or is named as a party in a contemplated or actual legal action, unless the Company is providing for joint representation for it and the Executive in the threatened or actual legal action), concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. The Executive acknowledges that any violation of this Section 19 23 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment. (b) For the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Company and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s Company and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by engaged in employment with the Company and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 1921. Except as required by law or authorized in advance by the Board of Directors of the Company, the Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. The Executive acknowledges that any violation of this Section 19 21 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, cooperate with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her his employment. (b) For the twelve (12)-month period following Severance Period, the Effective Date, Executive agrees to cooperate, at no charge, cooperate with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s Company and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s Company and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by engaged in employment with the Company and its Related Entities. The Company will promptly reimburse Executive for his/her his reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her his duties under this Section 1917. Except as required by law or authorized in advance by the Board of Directors of the Company, the Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, the Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. The Executive acknowledges that any violation of this Section 19 17 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective Date, Executive agrees to cooperateCompanies business, at no chargecost to Executive, Executive shall cooperate with any requests by the Company and its Related Entities’ reasonable requests Companies for information or assistance related to the time of his/her his employment. (b) For Executive shall execute and deliver to the twelve Companies any ancillary agreements or other documents requested by the Companies that are reasonably necessary or desirable to give effect to the provisions of this Agreement. (12)-month period following the Effective Date, Executive agrees to cooperatec) Executive, at no chargecost to himself, agrees to cooperate with the Company’s Companies and its their Related Entities’ Entities and its or their counsel’s reasonable requests for information or assistance related to counsel (i) in any investigations (including internal investigations) and audits of the Company’s and its Companies or any of their Related Entities’ ' management’s 's current and past conduct and business and accounting practices and (ii) in the Company’s and its Related Entities’ Companies' defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by engaged in employment with the Company and its Companies and/or their Related Entities. The Company will promptly reimburse Executive for his/her reasonablePrior to January 1, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law or authorized in advance by the Board of Directors of the Company2005, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselshareholder, including any person or representative entity any words, comments, or opinions which are materially detrimental to the Companies (regardless of any group whether the actual effect of people such communication is detrimental or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, not) concerning the management or governance of the Company and its Companies and/or their Related Entities, the operations of the Company and its Companies and/or their Related Entities, the legal decisions by the boards of directors of the Companies or other positions taken by the Company and its Companies and/or their Related Entities, or the financial status of the Company and its Companies and/or their Related Entities. If asked about any such individuals or matters; provided, however, Executive shall say: “I have no comment,” may communicate privately to the Chief Executive Officer and the directors of the Companies regarding such matters; and provided, further, that nothing herein requires Executive to speak untruthfully in any legal proceeding or in dealing with any governmental agency. Executive shall direct the inquirer inquiries from third parties on these issues to the Company. Chief Executive acknowledges Officer of Holdings. (d) Executive will not seek or accept employment by the Companies or their Related Entities at any time and if he does so, his application need not be considered. (e) Executive will promptly return any files, customer lists, financial information (excluding publicly filed or disseminated information) and other property of the Companies and their Related Entities that any violation of this Section 19 will result are in irreparable harm Executive's possession or control that have not been returned to the Company and its Related Entities and Companies as of the Effective Date, without making copies thereof. (f) Executive will give rise to an immediate action not use or disclose any confidential financial, personnel, or client information, trade secrets, or other confidential information that he learned while employed by the Company and its Related Entities for injunctive reliefCompanies. (g) Prior to January 1, 2005, Executive will not solicit or participate in or assist in any way in the solicitation of any employee of the Companies to cease employment with the Companies or to begin an employment or consulting relationship with any other employer. (h) Executive will not solicit or participate in or assist in any way in the solicitation of the customers of the Companies to cease or decrease doing business with the Companies or to do business with any competitor of the Companies, unless Executive can establish by a preponderance of the evidence that he did not use or disclose any proprietary information or trade secret information of the Companies in identifying such customer or making such solicitation.

Cooperation Clause. (a) To facilitate the orderly conduct of Employee agrees that, as requested by the Company and or its Related Entities’ businessescounsel, for the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, he will fully cooperate with the Company and its Related Entities’ reasonable requests counsel in any formal or informal inquiry, investigation, disciplinary or other proceeding initiated by any government, regulatory or law enforcement agency (including without limitation the Securities and Exchange Commission, FINRA, formerly the National Association of Securities, Inc., or the Office of Thrift Supervision). Employee further agrees to fully cooperate with the Company and its counsel in both the pursuit or prosecution of any claim or right the Company may hold against others for damages or relief and in defending the Company against any pending or future claims, complaints or actions brought against the Company, including but not limited regulatory actions, administrative proceedings, arbitration claims, lawsuits or independent investigations by the Board in conjunction with a stockholder demand. In this regard, Employee agrees that he will promptly provide all information or assistance related documents he may possess relevant to the time subject matter of his/her employment. (b) For any inquiry, and that he will testify truthfully and with complete candor in connection with any such regulatory, administrative or legal action or proceeding. To the twelve (12)-month period following extent possible, the Effective DateCompany will try to limit Employee’s participation to regular business hours. Any request for cooperation by the Company hereunder will take into account, Executive to the extent practicable, Employee’s personal and professional schedule. The Company agrees to cooperateprovide Employee reasonable notice, at to the extent practicable, in the event his assistance is required. The Company will reimburse Employee for reasonable travel expenses (including lodging and meals) incurred by him in connection with providing such assistance and for legal fees to the extent Employee reasonably believes that separate representation is warranted, in either case within 30 days of the submission of the appropriate documentation to the Company. Employee’s entitlement to such reimbursement, including legal fees, pursuant to this Section 11, shall in no charge, way affect Employee’s rights to be indemnified and/or advanced expenses in accordance with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law or authorized in advance by the Board of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors its subsidiaries’ corporate or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entitiesother organizational documents, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 19 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive reliefapplicable insurance policy.

Cooperation Clause. (a) To facilitate the orderly conduct of the Company Company's and its Related Entities’ ' businesses, for the twelve (12)-month a period following of 18 months from the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment. (b) For the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company’s 's and its Related Entities’ ' reasonable requests for information or assistance related to the time of his employment, including, without limitation (i) assisting the Company and its Related Entities to insure that the projection program, business plans, business matrix program (i.e., measurement of business) and strategic financial projections are transitioned to the Company and its Related Entities; and (ii) otherwise assist the new Chief Financial Officer of the Company and its Related Entities in connection with his transition. (b) For a period of 18 months from the Effective Date, the Executive agrees to cooperate, at no charge, with the Company's and its Related Entities' and its or their counsel’s 's reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s and 's or any of its Related Entities’ ' management’s 's current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ 's defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Executive was employed by engaged in employment with the Company and and/or its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 19. Except as required by law or authorized in advance by the Company's Board of Directors or the Board of Directors of the Company's Related Entities, the Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counselparty, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their its directors or officers is being contemplated, concerning the management or governance of the Company and and/or its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and and/or its Related Entities, or the financial status of the Company and and/or its Related Entities. If asked about any such individuals or matters, the Executive shall say: “"I have no comment,” " and shall direct the inquirer to the Company. The Executive acknowledges that any violation of this Section 19 20 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and and/or its Related Entities for injunctive relief. (c) Executive shall not be required to provide more than an aggregate of five hours per month, on a non-cumulative basis, in providing the assistance and information to the Company at no charge as provided in subsections (a) and (b), above.