Common use of Litigation and Regulatory Cooperation Clause in Contracts

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company and the Employer. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the Employer. The Company shall also provide Executive with compensation on an hourly basis calculated at his final Base Salary rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f), including, without limitation, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s 's employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and adversely affect the EmployerExecutive or expose the Executive to an increased probability of civil or criminal litigation. The Executive’s 's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s 's employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide the Executive with compensation on an hourly basis calculated at (to be derived from his final Base Salary rate then current or last applicable level of base compensation, as paid by the Company) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse the Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)7.19, including, without limitationbut not limited to, reasonable attorneys’ ' fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer REIT in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer REIT which relate to events or occurrences that transpired while the Executive was employed by the Company REIT; provided, however, that such cooperation shall not materially and the Employeradversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer REIT at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer REIT in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerREIT. The Company REIT shall also provide Executive with compensation on an hourly basis calculated at (to be derived from the sum of his final Base Salary rate and average annual incentive compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f8(e), including, without limitationbut not limited to, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and the Employeradversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide Executive with compensation on an hourly basis calculated at (to be derived from the sum of his final Base Salary rate and Target Bonus Opportunity) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)Paragraph 15, including, without limitationbut not limited to, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During Subject to the Executive's other business commitments, during and after the Executive’s 's employment, the Executive shall cooperate fully reasonably with the Company and/or the Employer Employers in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer Employers which relate to events or occurrences that transpired while the Executive was employed by the Company and the EmployerEmployers. The Executive’s 's reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer Employers at mutually convenient times. During and after the Executive’s 's employment, the Executive also shall cooperate fully reasonably with the Company and/or the Employer Employers in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerEmployers. The Company Employers shall also provide Executive with compensation on an hourly basis calculated at his final Base Salary rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse the Executive for all costs and any reasonable out-of-pocket expenses incurred in connection with his the Executive's performance under of obligations pursuant to this Section 7(f), including, without limitation, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company, provided, that the Executive will not have an obligation under this paragraph with respect to any Claim in which the Executive has filed directly against the Company and the Employeror related persons or entities. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company, provided the Executive will not have any obligation under this paragraph with respect to any claim in which the Executive has filed directly against the Company and the Employeror related persons or entities. The Company shall also provide Executive with compensation on an hourly basis calculated at his final Base Salary rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse the Executive for all costs and any reasonable out-of-pocket expenses incurred in connection with his the Executive’s performance under of obligations pursuant to this Section 7(f6(b), including, without limitation, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and adversely affect the EmployerExecutive or expose the Executive to an increased probability of civil or criminal litigation. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide the Executive with compensation on an hourly basis calculated at (to be derived from his final Base Salary rate then current or last applicable level of base compensation, as paid by the Company) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse the Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)7.19, including, without limitationbut not limited to, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after After the Executive’s employment, the Executive shall cooperate fully reasonably with the Company and/or the Employer in the preparation, defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer or any Company Group entity which relate to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Executive’s reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for mediation, arbitration, agency proceeding, discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient timestimes and subject to any then-current obligations Executive may have to another employer. During and after After the Executive’s employment, the Executive also shall cooperate fully reasonably with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide Executive with compensation on an hourly basis calculated at his final Base Salary rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse the Executive for all costs and any reasonable out-of-pocket expenses incurred in connection with his the Executive’s performance under of obligations pursuant to this Section 7(f9(g) and for all hours in excess of twenty (20) in any calendar year shall compensate the Executive for his time at an hourly rate equal to the Executive’s Base Salary at the time of termination divided by two thousand (2000), including, without limitation, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company, provided, that the Executive will not have an obligation under this paragraph with respect to any Claim in which the Executive has filed directly against the Company and the Employeror related persons or entities. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company, provided the Executive will not have any obligation under this paragraph with respect to any claim in which the Executive has filed directly against the Company and the Employeror related persons or entities. The Company shall also provide Executive with compensation on an hourly basis calculated at his final Base Salary rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse the Executive for all costs and any reasonable out-of-pocket expenses incurred in connection with his the Executive’s performance under of obligations pursuant to this Section 7(f10(b), including, without limitation, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company and the Employer. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the Employer. The Company shall also provide Executive with compensation on an hourly basis calculated at his her final Base Salary rate for requested litigation and regulatory cooperation that occurs after his her termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his her performance under this Section 7(f), including, without limitation, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s 's employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and the Employeradversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. The Executive’s 's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s 's employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide Executive with compensation on an hourly basis calculated at (to be derived based on his final Base Salary rate in effect at the Date of Termination) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)14, including, without limitationbut not limited to, reasonable attorneys’ ' fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employmentperiod of employment by the Company, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and adversely affect the EmployerExecutive or expose the Executive to an increased probability of civil or criminal litigation. The Executive’s 's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s 's employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide the Executive with compensation on an hourly basis calculated at his final Base Salary base compensation rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse the Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)Paragraph 10, including, without limitationbut not limited to, properly documented and reasonable attorneys’ ' fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s 's employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and the Employeradversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. The Executive’s 's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s ' s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide Executive with compensation on an hourly basis calculated at (to be derived from the sum of his final Base Compensation or, if applicable, Adjusted Base Salary rate and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)Paragraph 15, including, without limitationbut not limited to, reasonable attorneys’ ' fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company and/or the Employer in (i) the defense or prosecution of any claims or actions now in existence or which that may be brought in the future against or on behalf of the Company and/or the Employer which that relate to events or occurrences that transpired while the Executive was employed by the Company, and (ii) the investigation, whether internal or external, of any matters about which the Company and believes the EmployerExecutive may have knowledge or information. The Executive’s full cooperation in connection with such claims claims, actions or actions investigations shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review that relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide Executive with compensation on will pay an hourly basis calculated at his final rate (based on Base Salary rate as of the last day of employment) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)reasonable expenses, including, without limitationincluding travel expenses, reasonable attorneys’ fees and costscosts and any other reasonable, out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(h); provided, that such expenses, fees and costs shall be subject to pre-approval by the Company, which shall not be unreasonably withheld or delayed.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and the Employeradversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide Executive with compensation on an hourly basis calculated at (to be derived based on his final Base Salary rate in effect at the Date of Termination) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)14, including, without limitationbut not limited to, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and the Employeradversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the Employer. Company, The Company shall also provide Executive with compensation on an hourly basis calculated at (to be derived from the sum of his final Base Salary rate Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)Paragraph 15, including, without limitationbut not limited to, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s 's employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and the Employeradversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. The Executive’s 's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s 's employment, the Executive also shall reasonably cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide Executive with compensation on an hourly basis calculated at (to be derived from the sum of his final Base Salary rate base salary and average annual incentive compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f8(e), including, without limitationbut not limited to, reasonable attorneys’ ' fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s 's employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and adversely affect the EmployerExecutive or expose the Executive to an increased probability of civil or criminal litigation. The Executive’s 's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s 's employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide the Executive with compensation on an hourly basis calculated at his final Base Salary rate (to be derived from her then current or last applicable level of base compensation, as paid by the Company) for requested litigation and regulatory cooperation that occurs after his her termination of employment, and reimburse the Executive for all costs and expenses incurred in connection with his her performance under this Section 7(f)7.19, including, without limitationbut not limited to, reasonable attorneys’ ' fees and costs.

Litigation and Regulatory Cooperation. During Subject to the Executive’s other business commitments, during and after the Executive’s employment, the Executive shall cooperate fully reasonably with the Company and/or the Employer Employers in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer Employers which relate to events or occurrences that transpired while the Executive was employed by the Company and the EmployerEmployers. The Executive’s reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer Employers at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully reasonably with the Company and/or the Employer Employers in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerEmployers. The Company Employers shall also provide Executive with compensation on an hourly basis calculated at his final Base Salary rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse the Executive for all costs and any reasonable out-of-pocket expenses incurred in connection with his the Executive’s performance under of obligations pursuant to this Section 7(f), including, without limitation, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s 's employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and adversely affect the EmployerExecutive or expose the Executive to an increased probability of civil or criminal litigation. The Executive’s 's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s 's employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide will pay the Executive with compensation on an hourly basis calculated at (to be derived from his final Base Salary rate base salary) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse the Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)paragraph, including, without limitationbut not limited to, reasonable attorneys’ ' fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s 's employment, the Executive shall reasonably cooperate fully with the Company and/or Employer and the Employer Bancorp in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company Employer and/or the Employer Bancorp which relate to events or occurrences that transpired while the Executive was employed by the Company and the Employer. The Executive’s 's reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company Employer and/or the Employer Bancorp at mutually convenient times. During and after the Executive’s 's employment, the Executive also shall reasonably cooperate fully with the Company and/or Employer and the Employer Bancorp in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the Employer. The Company During the Term, the Employer shall also provide Executive with compensation on an hourly basis calculated at his final Base Salary rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse the Executive for all costs and any reasonable out-of-pocket expenses incurred in connection with the Executive's performance of his performance obligations pursuant to this Section 7(f). If such cooperation is required after the Term, the Employer shall provide the Executive with compensation for his services under this Section 7(f) on an hourly basis, calculated at the Executive's final salary rate, and shall also reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive's performance of his obligations pursuant to this Section 7(f), including, without limitation, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s 's employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and the Employeradversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. The Executive’s 's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s 's employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide Executive with compensation on an hourly basis calculated at (to be derived from the sum of his final Base Salary rate Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)Paragraph 15, including, without limitationbut not limited to, reasonable attorneys’ ' fees and costs.

Litigation and Regulatory Cooperation. During and after the ------------------------------------- Executive’s 's employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and adversely affect the EmployerExecutive or expose the Executive to an increased probability of civil or criminal litigation. The Executive’s 's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s 's employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide Executive with compensation on an hourly basis calculated at his final Base Salary base compensation rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f23(f), including, without limitationbut not limited to, reasonable attorneys’ ' fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and the Employeradversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and Company. the Employer. The Company shall also provide Executive with compensation on an hourly basis calculated at (to be derived from the sum of his final Base Salary rate Fee and average annual incentive compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f11(a), including, without limitationbut not limited to, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Coda Octopus; provided, however, that such cooperation shall not materially and the Employeradversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer Coda Octopus at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide Executive with compensation on an hourly basis calculated at his final (to be derived from the sum of her Base Salary rate and average annual incentive compensation) for requested litigation and regulatory cooperation that occurs after his her termination of employment, employment and reimburse Executive for all costs and expenses incurred in connection with his her performance under this Section 7(f)Clause, including, without limitationbut not limited to, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company and the Employer. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the Employer. The Company shall also provide Executive with compensation on an hourly basis calculated at his final Base Salary rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f8(f), including, without limitation, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the ExecutiveExecutive Officer’s employment, the Executive Officer shall cooperate fully with the Company and/or Corporation, the Employer Bank or any successor in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or Corporation, the Employer Bank or any successor which relate to events or occurrences that transpired while the Executive Officer was employed by the Company and the EmployerBank. The ExecutiveExecutive Officer’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or Corporation or the Employer Bank at mutually convenient times. During and after the ExecutiveExecutive Officer’s employment, the Executive also Officer shall fully cooperate fully with the Company and/or Corporation, the Employer Bank or any successor in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive Officer was employed by the Company and the EmployerBank. The Company Corporation or the Bank or any successor shall also provide compensate the Executive Officer for any time required at a rate commensurate with compensation on an hourly basis calculated at his final Base Salary the base salary rate set forth in this Agreement and shall reimburse the Executive Officer for requested litigation and regulatory cooperation that occurs after his termination any reasonable out of employment, and reimburse Executive for all costs and pocket expenses incurred in connection with his the Executive Officer’s performance under of obligations pursuant to this Section 7(f), including, without limitation, reasonable attorneys’ fees and costsparagraph.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and the Employeradversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide Executive with compensation on an hourly basis calculated at (to be derived from the sum of his final Base Salary rate Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)Paragraph 17, including, without limitationbut not limited to, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company and the Employer. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the Employer. The Company shall also provide Executive with compensation on an hourly basis calculated at his final Base Salary rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f7(b), including, without limitation, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company and the Employer. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the Employer. The Company shall also provide Executive with compensation on an hourly basis calculated at his her final Base Salary rate for requested litigation and regulatory cooperation that occurs after his her termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his her performance under this Section 7(f7(b), including, without limitation, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and the Employeradversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the Employer. Company, The Company shall also provide Executive with compensation on an hourly basis calculated at (to be derived from the sum of his final Base Salary rate Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)Paragraph 16, including, without limitationbut not limited to, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or any affiliate of the Employer Company which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that such cooperation shall not materially and the Employeradversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide Executive with compensation on an hourly basis calculated at (to be derived from the sum of his final Base Salary rate Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)Paragraph 12, including, without limitationbut not limited to, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s 's employment, the Executive shall cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Company; provided, however, that the Executive shall be permitted to give testimony and the Employerappear as a witness in any proceeding in which such testimony or appearance is required by law. The Executive’s 's full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer at mutually convenient times. During and after the Executive’s 's employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Executive also agrees to provide reasonable cooperation to the Company and on matters of the Employertype described in this Section 7(b) after termination of the Executive's employment. The Company shall also provide Executive with compensation on an hourly basis calculated at his final Base Salary rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse the Executive for all costs and any reasonable out-of-pocket expenses incurred in connection with his the Executive's performance under of obligations pursuant to this Section 7(f7(b), including, without limitation, reasonable attorneys’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall reasonably cooperate fully with the Company and/or the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Employer which relate to events or occurrences that transpired while the Executive was employed by the Company Coda Octopus; provided, however, that such cooperation shall not materially and the Employeradversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Employer Coda Octopus at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company and/or the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company and the EmployerCompany. The Company shall also provide Executive with compensation on an hourly basis calculated at (to be derived from the sum of his final Base Salary rate and average annual incentive compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, employment and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 7(f)Clause, including, without limitationbut not limited to, reasonable attorneys’ fees and costs.