Common use of Cooperation/Community Support Clause in Contracts

Cooperation/Community Support. Executive agrees to cooperate with and provide assistance to First Charter and its legal counsel in connection with any present or future litigation (including arbitration or administrative hearings) or investigation affecting First Charter in which, in the reasonable judgment of First Charter’s counsel, Executive’s assistance or cooperation is needed. Executive shall, when requested by First Charter, provide testimony or other assistance and shall travel at First Charter’s request in order to fulfill this obligation. Provided, however, that, in connection with such litigation or investigation, First Charter shall attempt to accommodate Executive’s schedule, shall provide him with reasonable notice in advance of the times in which his cooperation or assistance is needed, and shall reimburse Executive for any reasonable expenses incurred in connection with such matters. In addition, during the Transition Period following the June 30, 2005 Role Transition Date outlined in provision 1 above, Executive agrees to provide limited assistance to First Charter in answering questions that may arise relating to business activities previously performed by Executive for First Charter and in attending reasonable, limited community and/or public relations events as a representative for or on behalf of First Charter, if and as requested by First Charter’s then CEO. Executive further agrees that during the Transition Period and for an additional two (2) year period following the Separation Date, he will not make or cause others to make, whether in writing or orally, disparaging statements with respect to First Charter, or its subsidiaries, affiliate companies, businesses, officers or employees, and that he will maintain a publicly cordial relationship with First Charter and its employees in his conversations with employees, customers, the financial/insurance services community and other third party individuals. First Charter, in turn, agrees that during the Transition Period and for an additional two (2) year period following the Separation Date, the current individuals within First Charter’s Senior Executive Team will not make or cause others to make, whether in writing or orally, disparaging statements with respect to Executive or his prior employment with First Charter, and that such Senior Executive Team members shall maintain a publicly cordial relationship with Executive in their conversations with employees, customers, the financial/insurance services community, and other third parties. Despite the above, and except as otherwise set forth in this provision 11 below, the Parties agree that nothing in this provision 11 shall be deemed to interfere with Executive’s ordinary and regular rights as a shareholder of First Charter, including but not limited to Executive’s right to engage in appropriate communications with the Board of Directors of First Charter regarding general issues affecting Executive’s status and rights as a shareholder. However, Executive agrees that in consideration of the payments and other benefits outlined above, the definition of “Competitive Activity” contained in his Employment Agreement as referenced in provision 6 shall also include: (a) acquiring, offering to acquire, or agreeing to acquire, directly or indirectly and/or in concert with others, by purchase or otherwise, more than one percent of the outstanding voting securities of First Charter or direct or indirect rights to acquire more than one percent of the outstanding voting securities of First Charter, or any assets of First Charter; or (b) directly or indirectly and/or in concert with others making any public announcement with respect to, submitting a proposal for, or offering of (with or without conditions) any of the actions prohibited in subpart (a) above of this provision 11.

Cooperation/Community Support. Executive agrees to cooperate with and provide assistance to First Charter and its legal counsel in connection with any present or future litigation (including arbitration or administrative hearings) or investigation affecting First Charter in which, in the reasonable judgment of First Charter’s 's counsel, Executive’s 's assistance or cooperation is needed. Executive shall, when requested by First Charter, provide testimony or other assistance and shall travel at First Charter’s 's request in order to fulfill this obligation. Provided, however, that, in connection with such litigation or investigation, First Charter shall attempt to accommodate Executive’s 's schedule, shall provide him with reasonable notice in advance of the times in which his cooperation or assistance is needed, and shall reimburse Executive for any reasonable expenses incurred in connection with such matters. In addition, during the Transition Payment Period following the June 30, 2005 Role Transition Date outlined in provision 1 7.a. above, Executive agrees to provide limited assistance to First Charter in answering questions that may arise relating to business activities previously performed by Executive for First Charter and in attending reasonable, limited community and/or public relations events as a representative for or on behalf of First Charter, if and as requested by First Charter’s then CEO. Executive further agrees that during the Transition Payment Period and for an additional two (2) year period following the Separation Dateset forth in provision 7.a. above, he will not make or cause others to make, whether in writing or orally, disparaging statements with respect to First Charter, or its subsidiaries, affiliate companies, businesses, officers or employees, and that he will maintain a publicly cordial relationship with First Charter and its employees in his conversations with employees, customers, the financial/insurance services community and other third party individuals. First Charter, in turn, agrees that during the Transition Payment Period and for an additional two (2) year period following the Separation Dateset forth in provision 7.a. above, the current individuals within First Charter’s 's Senior Executive Team will not make or cause others to make, whether in writing or orally, disparaging statements with respect to Executive or his prior employment with First Charter, and that such Senior Executive Team members shall maintain a publicly cordial relationship with Executive in their conversations with employees, customers, the financial/insurance services community, and other third parties. Despite the above, and except as otherwise set forth in this provision 11 14 below, the Parties agree that nothing in this provision 11 14 shall be deemed to interfere with Executive’s 's ordinary and regular rights as a shareholder of First Charter, including but not limited to Executive’s 's right to engage in appropriate communications with the Board of Directors of First Charter regarding general issues affecting Executive’s 's status and rights as a shareholder. .However, Executive agrees that in consideration of the severance payments and other benefits outlined in provision 7 above, the definition of “"Competitive Activity” " contained in his Employment Agreement as referenced in provision 6 9 shall also include: (a) acquiring, offering to acquire, or agreeing to acquire, directly or indirectly and/or in concert with others, by purchase or otherwise, more than one percent of the outstanding voting securities of First Charter or direct or indirect rights to acquire more than one percent of the outstanding voting securities of First Charter, or any assets of First Charter; or (b) directly or indirectly and/or in concert with others making any public announcement with respect to, submitting a proposal for, or offering of (with or without conditions) any of the actions prohibited in subpart (a) above of this provision 1114.

Cooperation/Community Support. As an additional condition precedent to the contemplated Transition Period and the Severance Pay described in this Agreement, Executive agrees that during the Transition Period, he shall: (a) perform his job duties satisfactorily in accordance with First Charter standards; (b) fully comply with all First Charter policies, guidelines and procedures; (c) positively assist in the transitioning of his job responsibilities, the completion of necessary financial records, and the maintenance of general customer, business partner, investor, analyst and director relations through his Separation Date as outlined in provision 1 above; and (d) abide by the non-disparagement and other obligations described in this provision 11 below. Failure adequately to meet such expectations may result in Executive's 10 immediate termination from employment, at which time he would, accordingly, not be eligible for any further, future Transition Period Compensation or Severance Pay. During the Transition Period and thereafter during the severance payment period described in provision 4.g. above, Executive further agrees to provide assistance to First Charter in answering questions that may arise from time to time regarding issues related to Executive's areas of responsibility, business activities and tenure with First Charter. In addition, Executive agrees that during and after the Transition Period, he shall cooperate with and provide assistance to First Charter and its legal counsel in connection with any present or future litigation (including arbitration or administrative hearings) ), SEC or other governmental inquiry, or internal or external investigation affecting First Charter in which, in the reasonable judgment of First Charter’s 's counsel, Executive’s 's assistance or cooperation is needed. Executive shall, when requested by First Charter, provide testimony or other assistance and shall travel at First Charter’s 's request in order to fulfill this obligation. Provided, however, that, in connection with such litigation litigation, inquiry or investigation, First Charter shall attempt to accommodate Executive’s 's schedule, shall provide him with reasonable notice in advance of the times in which his cooperation or assistance is needed, and shall reimburse Executive for any reasonable expenses incurred in connection with such matters. In addition, during the Transition Period following the June 30, 2005 Role Transition Date outlined in provision 1 above, Executive agrees to provide limited assistance to First Charter in answering questions that may arise relating to business activities previously performed by Executive for First Charter and in attending reasonable, limited community and/or public relations events as a representative for or on behalf of First Charter, if and as requested by First Charter’s then CEO. Executive further agrees that during the Transition Period and for an additional a two (2) year period following the Separation Date, he will not make or cause others to make, whether in writing or orally, disparaging statements with respect to First Charter, or its subsidiaries, affiliate companies, businesses, officers or employees, and that he will maintain a publicly cordial relationship with First Charter and its employees in his conversations with employees, customers, directors, the financial/insurance services community and other third party individuals. First Charter, in turn, agrees that during the Transition Period and for an additional a two (2) year period following the Separation Date, the current individuals within First Charter’s Senior 's Executive Leadership Team will not make or cause others to make, whether in writing or orally, disparaging statements with respect to Executive or his prior employment with First Charter, and that such Senior Executive Leadership Team members shall maintain a publicly cordial relationship with Executive in their conversations with employees, customers, directors, the financial/insurance services community, and other third parties. Despite the above, and except as otherwise set forth in this provision 11 below, the Parties agree that nothing in this provision 11 shall be deemed to interfere with Executive’s 's ordinary and regular rights as a shareholder of First Charter, including but not limited to Executive’s 's right to engage in appropriate communications with the Board of Directors of First Charter regarding general issues affecting Executive’s 's status and rights as a shareholder. However, Executive agrees that in consideration of the payments and other benefits Severance Pay outlined above, he shall not for a period of two (2) years following the definition of “Competitive Activity” contained Separation Date engage in his Employment Agreement as referenced in provision 6 shall also includethe following competitive activity: (a) acquiring, offering to acquire, or agreeing to acquire, directly or indirectly and/or in concert with others, by purchase or otherwise, more than one percent of the outstanding voting securities of First Charter or direct or indirect rights to acquire more than one percent of the outstanding voting securities of First Charter, or any assets of First Charter; or (b) directly or indirectly and/or in concert with others making any public announcement with respect to, submitting a proposal for, or offering of (with or without conditions) any of the actions prohibited in subpart (a) above of this provision 11.. 11

Cooperation/Community Support. As an additional condition precedent to the contemplated Transition Period and the Severance Pay described in this Agreement, Executive agrees that during the Transition Period, he shall: (a) positively assist in the transitioning of his job responsibilities, the completion of necessary financial records, and the maintenance of general customer, business partner and director relations through his Separation Date as outlined in provision 1 above; and (b) abide by the non-disparagement and other obligations described in this provision 10 below. Failure adequately to meet such expectations may result in Executive's immediate termination from employment, at which time he would, accordingly, not be eligible for any further, future Transition Period Compensation or Severance Pay. Executive further agrees to cooperate with and provide assistance to First Charter and its legal counsel in connection with any present or future litigation (including arbitration or administrative hearings) or investigation affecting First Charter in which, in the reasonable judgment of First Charter’s 's counsel, Executive’s 's assistance or cooperation is needed. Executive shall, when requested by First Charter, provide testimony or other assistance and shall travel at First Charter’s 's request in order to fulfill this obligation. Provided, however, that, in connection with such litigation or investigation, First Charter shall attempt to accommodate Executive’s 's schedule, shall provide him with reasonable notice in advance of the times in which his cooperation or assistance is needed, and shall reimburse Executive for any reasonable expenses incurred in connection with 10 such matters. In addition, during the Transition Period following the June 30, 2005 Role Transition Date outlined in provision 1 abovePeriod, Executive agrees to provide limited assistance to First Charter in answering questions that may arise relating to business activities previously performed by Executive for First Charter and in attending reasonable, limited community and/or public relations events as a representative for or on behalf of First Charter, if and as requested by First Charter’s 's then CEOChief Executive Officer. Executive further agrees that during the Transition Period and for an additional a two (2) year period following the Separation Date, he will not make or cause others to make, whether in writing or orally, disparaging statements with respect to First Charter, or its subsidiaries, affiliate companies, businesses, officers or employees, and that he will maintain a publicly cordial relationship with First Charter and its employees in his conversations with employees, customers, directors, the financial/insurance services community and other third party individuals. First Charter, in turn, agrees that during the Transition Period and for an additional a two (2) year period following the Separation Date, the current individuals within First Charter’s 's Senior Executive Team will not make or cause others to make, whether in writing or orally, disparaging statements with respect to Executive or his prior employment with First Charter, and that such Senior Executive Team members shall maintain a publicly cordial relationship with Executive in their conversations with employees, customers, directors, the financial/insurance services community, and other third parties. Despite the above, and except as otherwise set forth in this provision 11 10 below, the Parties agree that nothing in this provision 11 10 shall be deemed to interfere with Executive’s 's ordinary and regular rights as a shareholder of First Charter, including but not limited to Executive’s 's right to engage in appropriate communications with the Board of Directors of First Charter regarding general issues affecting Executive’s 's status and rights as a shareholder. However, Executive agrees that in consideration of the payments and other benefits Severance Pay outlined above, he shall not for a period of two (2) years following the definition of “Competitive Activity” contained Separation Date engage in his Employment Agreement as referenced in provision 6 shall also includethe following competitive activity: (a) acquiring, offering to acquire, or agreeing to acquire, directly or indirectly and/or in concert with others, by purchase or otherwise, more than one percent of the outstanding voting securities of First Charter or direct or indirect rights to acquire more than one percent of the outstanding voting securities of First Charter, or any assets of First Charter; or (b) directly or indirectly and/or in concert with others making any public announcement with respect to, submitting a proposal for, or offering of (with or without conditions) any of the actions prohibited in subpart (a) above of this provision 1110.