Common use of Cooperation Covenant Clause in Contracts

Cooperation Covenant. Both during and after the Employment Period, the Executive shall cooperate fully with the Company at mutually convenient times and places, in connection with any ongoing administrative, regulatory, or litigation proceedings or such like matters that may arise in the future, as to matters regarding which the Executive may have personal knowledge because of his employment with the Company; provided that in no event will the Executive be required to provide any such cooperation if such cooperation is materially adverse to the Executive’s legal interests. Such cooperation will include being interviewed by representatives of the Company, and participating in such proceedings by deposition and testimony at trial. To the extent possible, the Company will limit the Executive’s cooperation to regular business hours. In any event, following the Employment Period, (i) in any matter subject to this Section 13, the Executive will not be required to act against the reasonable best interests of any new employer or new business venture in which the Executive is an employee, partner or active participant and (ii) any request for the Executive’s cooperation will take into account the Executive’s other personal and business commitments. The Company will reimburse the Executive for all reasonable expenses and costs the Executive may incur as a result of providing such assistance, including travel costs and reasonable legal fees to the extent the Executive reasonably believes, based upon the advice of counsel, that separate representation is warranted, provided the Company receives proper documentation with respect to all claimed expenses and costs. Following the Employment Period, the Executive will be entitled to an hourly fee (which fee will be mutually determined by the Company and the Executive prior to Executive’s providing any cooperation hereunder, it being agreed that such fee will be fair and reasonable in light of Executive’s compensation history) for time spent by the Executive furnishing such cooperation (other than for time spent by the Executive actually providing testimony in any legal matter), including, without limitation, for time taken in travel undertaken in connection with such cooperation, such fee to be paid promptly following the Executive’s submission of a statement setting forth the number of hours spent. Commencing on the fifth anniversary of the termination of the Employment Period, Executive will not be obligated to make more than three days (or portions thereof) per calendar year available for the purpose of providing cooperation to the Company pursuant to this paragraph.

Cooperation Covenant. Both during and after the Employment Period, the Executive shall cooperate fully with the Company SBI at mutually convenient times and places, in connection with any ongoing administrative, regulatory, or litigation proceedings or such like matters that may arise in the future, as to matters regarding which the Executive may have personal knowledge because of his employment with the CompanySBI; provided that in no event will the Executive be required to provide any such cooperation if such cooperation is materially adverse to the Executive’s legal interests. Such cooperation will include being interviewed by representatives of the CompanySBI, and participating in such proceedings by deposition and testimony at trial. To the extent possible, the Company SBI will limit the Executive’s cooperation to regular business hours. In any event, following the Employment Period, (i) in any matter subject to this Section 13Section, the Executive will not be required to act against the reasonable best interests of any new employer or new business venture in which the Executive is an employee, partner or active participant and (ii) any request for the Executive’s cooperation will take into account the Executive’s other personal and business commitments. The Company SBI will reimburse the Executive for all reasonable expenses and costs the Executive may incur as a result of providing such assistance, including travel costs and reasonable legal fees to the extent the Executive reasonably believes, based upon the advice of counsel, that separate representation is warranted, provided the Company SBI receives proper documentation with respect to all claimed expenses and costs. Following the Employment Period, the Executive will be entitled to an hourly fee (which fee will be mutually determined by the Company SBI and the Executive prior to Executive’s providing any cooperation hereunder, it being agreed that such fee will be fair and reasonable in light of Executive’s compensation history) for time spent by the Executive furnishing such cooperation (other than for time spent by the Executive actually providing testimony in any legal matter), including, without limitation, for time taken in travel undertaken in connection with such cooperation, such fee to be paid promptly following the Executive’s submission of a statement setting forth the number of hours spent. Commencing on the fifth anniversary of the termination of the Employment Period, Executive will not be obligated to make more than three days (or portions thereof) per calendar year available for the purpose of providing cooperation to the Company SBI pursuant to this paragraph.