Common use of Litigation Assistance Clause in Contracts

Litigation Assistance. (a) In addition to any other obligations of the Grantee under law or any other agreement with the Company or any of its subsidiaries, in consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that during the continuation of his or her employment by the Company or any of its subsidiaries and during the one-year period commencing upon his or her Termination of Employment, for any reason, the Grantee: (i) will personally provide, at the Company’s cost, reasonable assistance and cooperation to the Company and its subsidiaries in activities related to the prosecution or defense of any pending or future lawsuits or claims involving the Company or any of its subsidiaries; (ii) will promptly notify the Company upon receipt of any requests from anyone other than an employee or agent of the Company for information regarding the Company or any of it its subsidiaries, or if the Grantee becomes aware of any potential claim or proposed litigation against the Company or any of its subsidiaries; (iii) will refrain from providing any information related to any claim or potential litigation against the Company or any of its subsidiaries to any non-Company representatives without either the Company’s written permission or being required to provide information pursuant to legal process; (iv) will not disclose or misuse any confidential information or material concerning the Company or any of its subsidiaries; and (v) will not engage in any activity detrimental to the interests of the Company or any of its subsidiaries, including, without limitation, an act of dishonesty, moral turpitude or other misconduct that has or could have a detrimental impact on the business or reputation of the Company or any of its subsidiaries. (b) In further consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that if required by law to provide sworn testimony regarding any Company-related matter: the Grantee will consult with and have Company designated legal counsel present for such testimony (the Company will be responsible for the costs of such designated counsel); the Grantee will limit his or her testimony to items about which the Grantee has knowledge rather than speculation, unless otherwise directed by legal process; and the Grantee will cooperate with the Company’s attorneys to assist their efforts, especially on matters the Grantee has been privy to, holding all privileged attorney-client matters in strictest confidence.

Litigation Assistance. (a) In addition to any other obligations of the Grantee under law or any other agreement with the Company or any of its subsidiariesRelated Company, in consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that during the continuation of his or her employment by the Company or any of its subsidiaries and during the one-year period commencing upon his or her Termination of Employment, for any reason, the Grantee: (i) if requested by the Company, will personally provide, at the Company’s cost, provide reasonable assistance and cooperation to the Company and its subsidiaries Related Companies in activities related to the prosecution or defense of any pending or future lawsuits or claims involving any Related Company (with the Company or any of its subsidiariesreimbursing the Grantee for reasonable and necessary out-of-pocket costs and expenses incurred in connection therewith); (ii) will promptly notify the Company Company’s General Counsel, in writing, upon receipt of any requests from anyone other than an employee or agent of one of the Company Related Companies for information regarding the any Related Company which could reasonably be construed as being proprietary, non-public or any of it its subsidiariesconfidential, or if the Grantee becomes aware of any potential claim or proposed litigation against the Company or any of its subsidiariesRelated Company; (iii) will refrain from providing any information related to any claim or potential litigation against any Related Company to any person who is not a representative of the Company or any of its subsidiaries to any non-Company representatives without either the Company’s prior written permission or being permission, unless required to provide information pursuant to legal process; (iv) will not disclose or misuse any confidential information or material concerning the Company or any of its subsidiariesRelated Company; and (v) will not engage in any activity detrimental to the interests of the Company or any of its subsidiariesRelated Company, including, without limitation, including an act of dishonesty, moral turpitude or other misconduct that has or could have a detrimental impact on the business or reputation of the Company or any of its subsidiariesRelated Company. (b) In further consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that that, if required by law to provide sworn testimony regarding any matter related to any Related Company-related matter: the Grantee will consult with and have Company designated legal counsel present for such testimony (with the Company will be being responsible for the costs of such designated counsel); the Grantee will limit his or her testimony to items about which the Grantee has knowledge rather than speculation, unless otherwise directed by legal process; and the Grantee will cooperate with the Company’s attorneys to assist their efforts, especially on matters the Grantee has been privy to, holding all privileged attorney-client matters in strictest confidence. (c) Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit the Grantee from reporting possible violations of federal law or regulation to any governmental agency or entity in accordance with any whistleblower protection provisions of state or federal law or regulations, (ii) prohibit the Grantee from communication with any governmental agency or entity or otherwise participating in any investigation or proceeding that may be conducted by such governmental agency or entity, including providing documents or information, (iii) require notification or prior approval by the Company or the Company’s General Counsel of any such reports, communications or disclosures, or (iv) limit the Grantee’s right to receive an award for information relating to a possible securities law violation to the Securities and Exchange Commission.

Litigation Assistance. (a) In addition to any other obligations of the Grantee under law or any other agreement with the Company or any of its subsidiariesRelated Company, in consideration of the grant of Performance Shares Restricted Stock Units hereunder, the Grantee specifically agrees that during the continuation of his or her employment by the Company or any of its subsidiaries and during the one-year period commencing upon his or her Termination of Employment, for any reason, the Grantee: (i) if requested by the Company, will personally provide, at the Company’s cost, provide reasonable assistance and cooperation to the Company and its subsidiaries Related Companies in activities related to the prosecution or defense of any pending or future lawsuits or claims involving the Company or any of its subsidiariesRelated Company; (ii) will promptly notify the Company Company’s General Counsel, in writing, upon receipt of any requests from anyone other than an employee or agent of one of the Company Related Companies for information regarding the any Related Company which could reasonably be construed as being proprietary, non-public or any of it its subsidiariesconfidential, or if the Grantee becomes aware of any potential claim or proposed litigation against the Company or any of its subsidiariesRelated Company; (iii) will refrain from providing any information related to any claim or potential litigation against any Related Company to any person who is not a representative of the Company or any of its subsidiaries to any non-Company representatives without either the Company’s prior written permission or being permission, unless required to provide information pursuant to legal process; (iv) will not disclose or misuse any confidential information or material concerning the Company or any of its subsidiaries; and (viv) will not engage in any activity detrimental to the interests of the Company or any of its subsidiariesRelated Company, including, without limitation, including an act of dishonesty, moral turpitude or other misconduct that has or could have a detrimental impact on the business or reputation of the Company or any of its subsidiariesRelated Company. (b) In further consideration of the grant of Performance Shares Restricted Stock Units hereunder, the Grantee specifically agrees that that, if required by law to provide sworn testimony regarding any matter related to any Related Company-related matter: the Grantee will consult with and have Company designated legal counsel present for such testimony (with the Company will be being responsible for the costs of such designated counsel); the Grantee will limit his or her testimony to items about which the Grantee has knowledge rather than speculation, unless otherwise directed by legal process; and the Grantee will cooperate with the Company’s attorneys to assist their efforts, especially on matters the Grantee has been privy to, holding all privileged attorney-client matters in strictest confidence; and if the Grantee desires legal counsel to represent and protect her interests (in addition to the Company’s designated legal counsel provided under this Section 17(b)), the Company will reimburse the Grantee for any reasonable legal expenses (including, but not limited to, the reasonable costs of the Grantee’s counsel) and other reasonable and necessary out-of-pocket expenses the Grantee may incur in relation to such testimony.

Litigation Assistance. (a) In addition to any other obligations of the Grantee under law or any other agreement with the Company or any of its subsidiaries, in consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that during the continuation of his or her employment by the Company or any of its subsidiaries and during the one-year period commencing upon his or her Termination of Employment, for any reason, the Grantee: (i) will personally provide, at the Company’s cost, provide reasonable assistance and cooperation to the Company and its subsidiaries in activities related to the prosecution or defense of any pending or future lawsuits or claims involving the Company or any of its subsidiariessubsidiaries (with the Company reimbursing the Grantee for reasonable and necessary out-of-pocket costs and expenses incurred in connection therewith); (ii) will promptly notify the Company Company, in writing, upon receipt of any requests from anyone other than an employee or agent of the Company for information regarding the Company or any of it its subsidiaries, or if the Grantee becomes aware of any potential claim or proposed litigation against the Company or any of its subsidiaries; (iii) will refrain from providing any information related to any claim or potential litigation against the Company or any of its subsidiaries to any non-Company representatives without either the Company’s written permission or being required to provide information pursuant to legal process; (iv) will not disclose or misuse any confidential information or material concerning the Company or any of its subsidiaries; and (v) will not engage in any activity detrimental to the interests of the Company or any of its subsidiaries, including, without limitation, including an act of dishonesty, moral turpitude or other misconduct that has or could have a detrimental impact on the business or reputation of the Company or any of its subsidiaries. (b) In further consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that if required by law to provide sworn testimony regarding any Company-related matter: the Grantee will consult with and have Company designated legal counsel present for such testimony (with the Company will be being responsible for the costs of such designated counsel); the Grantee will limit his or her testimony to items about which the Grantee has knowledge rather than speculation, unless otherwise directed by legal process; and the Grantee will cooperate with the Company’s attorneys to assist their efforts, especially on matters the Grantee has been privy to, holding all privileged attorney-client matters in strictest confidence.

Litigation Assistance. (a) a. In addition to any other obligations of the Grantee you have under law or any other agreement with the any Related Company or any (as defined in Paragraph 1 of its subsidiariesthis Agreement), in consideration of the grant of Performance Shares hereunder, the Grantee you specifically agrees that during the continuation of his or her employment agree that: i. if requested by the Company or any of its subsidiaries and during the one-year period commencing upon his or her Termination of EmploymentCompany, for any reason, the Grantee: (i) you will personally provide, at the Company’s cost, provide reasonable assistance and cooperation to the Company and its subsidiaries Related Companies in activities related to the prosecution or defense of any pending or future lawsuits or claims involving any Related Company (with the Company or any of its subsidiariesreimbursing you for reasonable and necessary out-of-pocket costs and expenses incurred in connection therewith); (ii) . you will promptly notify the Company Company’s General Counsel, in writing, upon receipt of any requests from anyone other than an employee or agent of one of the Company Related Companies for information regarding the any Related Company which could reasonably be construed as being proprietary, non-public or any of it its subsidiariesconfidential, or if the Grantee becomes you become aware of any potential claim or proposed litigation against the Company or any of its subsidiariesRelated Company; (iii) . you will refrain from providing any information related to any claim or potential litigation against any Related Company to any person who is not a representative of the Company or any of its subsidiaries to any non-Company representatives without either the Company’s prior written permission or being permission, unless required to provide information pursuant to legal process; (iv) . you will not disclose or misuse any confidential information or material concerning the Company or any of its subsidiariesRelated Company; and (v) v. you will not engage in any activity detrimental to the interests interest of the Company or any of its subsidiariesRelated Company, including, without limitation, including an act of dishonesty, moral turpitude or other misconduct that has or could have a detrimental impact on the business or reputation of any Related Company. b. As a material inducement to the Company or any of its subsidiaries. (b) In further consideration of the grant of Performance Shares hereunderto enter into your Letter Agreement, the Grantee specifically agrees that you agree that, if required by law to provide sworn testimony regarding any matter related to any Related Company-related matter: the Grantee you will consult with and have Company designated legal counsel present for such testimony (with the Company will be being responsible for the costs of such designated counsel); the Grantee will limit his or her testimony to items about which the Grantee has knowledge rather than speculation, unless otherwise directed by legal process; and the Grantee you will cooperate with the Company’s attorneys to assist their efforts, especially on matters the Grantee has you have been privy to, holding all privileged attorney-client matters in strictest confidence. c. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit you from reporting possible violations of federal law or regulation to any governmental agency or entity in accordance with any whistleblower protection provisions of state or federal law or regulations, (ii) prohibit you from communicating with any governmental agency or entity or otherwise participating in any investigation or proceeding that may be conducted by such governmental agency or entity, including providing documents or information, (iii) require notification to or prior approval by the Company or the Company’s General Counsel of any such reports, communications or disclosures, or (iv) limit your right to receive an award for information relating to a possible securities law violation to the Securities and Exchange Commission.

Litigation Assistance. (a) In addition to any other obligations of the Grantee under law or any other agreement with the Company or any of its subsidiariesRelated Company, in consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that during the continuation of his or her employment by the Company or any of its subsidiaries and during the one-year period commencing upon his or her Termination of Employment, for any reason, the Grantee: (i) if requested by the Company, will personally provide, at the Company’s cost, provide reasonable assistance and cooperation to the Company and its subsidiaries Related Companies in activities related to the prosecution or defense of any pending or future lawsuits or claims involving any Related Company (with the Company or any of its subsidiariesreimbursing the Grantee for reasonable and necessary out-of-pocket costs and expenses incurred in connection therewith); (ii) will promptly notify the Company Company’s General Counsel, in writing, upon receipt of any requests from anyone other than an employee or agent of one of the Company Related Companies for information regarding the any Related Company which could reasonably be construed as being proprietary, non-public or any of it its subsidiariesconfidential, or if the Grantee becomes aware of any potential claim or proposed litigation against the Company or any of its subsidiariesRelated Company; (iii) will refrain from providing any information related to any claim or potential litigation against any Related Company to any person who is not a representative of the Company or any of its subsidiaries to any non-Company representatives without either the Company’s prior written permission or being permission, unless required to provide information pursuant to legal process; (iv) will not disclose or misuse any confidential information or material concerning the Company or any of its subsidiariesRelated Company; and (v) will not engage in any activity detrimental to the interests of the Company or any of its subsidiariesRelated Company, including, without limitation, including an act of dishonesty, moral turpitude or other misconduct that has or could have a detrimental impact on the business or reputation of the Company or any of its subsidiariesRelated Company. (b) In further consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that that, if required by law to provide sworn testimony regarding any matter related to any Related Company-related matter: the Grantee will consult with and have Company designated legal counsel present for such testimony (with the Company will be being responsible for the costs of such designated counsel); the Grantee will limit his or her testimony to items about which the Grantee has knowledge rather than speculation, unless otherwise directed by legal process; and the Grantee will cooperate with the Company’s attorneys to assist their efforts, especially on matters the Grantee has been privy to, holding all privileged attorney-client matters in strictest confidence. (c) Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit the Grantee from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures in accordance with any whistleblower protection provisions of state or federal law or regulations, or (ii) require notification or prior approval by the Company or the Company’s General Counsel of any such reports or disclosures.

Litigation Assistance. (a) In addition to any other obligations of the Grantee under law or any other agreement with the Company or any of its subsidiariesRelated Company, in consideration of the grant of Performance Shares Restricted Stock Units hereunder, the Grantee specifically agrees that during the continuation of his or her employment by the Company or any of its subsidiaries and during the one-year period commencing upon his or her Termination of Employment, for any reason, the Grantee: (i) if requested by the Company, will personally provide, at the Company’s cost, provide reasonable assistance and cooperation to the Company and its subsidiaries Related Companies in activities related to the prosecution or defense of any pending or future lawsuits or claims involving any Related Company (with the Company or any of its subsidiariesreimbursing the Grantee for reasonable and necessary out-of-pocket costs and expenses incurred in connection therewith); (ii) will promptly notify the Company Company’s General Counsel, in writing, upon receipt of any requests from anyone other than an employee or agent of one of the Company Related Companies for information regarding the any Related Company which could reasonably be construed as being proprietary, non-public or any of it its subsidiariesconfidential, or if the Grantee becomes aware of any potential claim or proposed litigation against the Company or any of its subsidiariesRelated Company; (iii) will refrain from providing any information related to any claim or potential litigation against any Related Company to any person who is not a representative of the Company or any of its subsidiaries to any non-Company representatives without either the Company’s prior written permission or being permission, unless required to provide information pursuant to legal process; (iv) will not disclose or misuse any confidential information or material concerning the Company or any of its subsidiariesRelated Company; and (v) will not engage in any activity detrimental to the interests of the Company or any of its subsidiariesRelated Company, including, without limitation, including an act of dishonesty, moral turpitude or other misconduct that has or could have a detrimental impact on the business or reputation of the Company or any of its subsidiariesRelated Company. (b) In further consideration of the grant of Performance Shares Restricted Stock Units hereunder, the Grantee specifically agrees that that, if required by law to provide sworn testimony regarding any matter related to any Related Company-related matter: the Grantee will consult with and have Company designated legal counsel present for such testimony (with the Company will be being responsible for the costs of such designated counsel); the Grantee will limit his or her testimony to items about which the Grantee has knowledge rather than speculation, unless otherwise directed by legal process; and the Grantee will cooperate with the Company’s attorneys to assist their efforts, especially on matters the Grantee has been privy to, holding all privileged attorney-client matters in strictest confidence. NAI-1502151968v3 (c) Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit the Grantee from reporting possible violations of federal law or regulation to any governmental agency or entity in accordance with any whistleblower protection provisions of state or federal law or regulations, (ii) prohibit the Grantee from communication with any governmental agency or entity or otherwise participating in any investigation or proceeding that may be conducted by such governmental agency or entity, including providing documents or information, (iii) require notification or prior approval by the Company or the Company’s General Counsel of any such reports, communications or disclosures, or (iv) limit the Grantee’s right to receive an award for information relating to a possible securities law violation to the Securities and Exchange Commission.

Litigation Assistance. (a) In addition to any other obligations of the Grantee under law or any other agreement with the Company or any of its subsidiariesRelated Company, in consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that during the continuation of his or her employment by the Company or any of its subsidiaries and during the one-year period commencing upon his or her Termination of Employment, for any reason, the Grantee: (i) if requested by the Company, will personally provide, at the Company’s cost, provide reasonable assistance and cooperation to the Company and its subsidiaries Related Companies in activities related to the prosecution or defense of any pending or future lawsuits or claims involving any Related Company (with the Company or any of its subsidiariesreimbursing the Grantee for reasonable and necessary out-of-pocket costs and expenses incurred in connection therewith); (ii) will promptly notify the Company Company’s General Counsel, in writing, upon receipt of any requests from anyone other than an employee or agent of one of the Company Related Companies for information regarding the any Related Company which could reasonably be construed as being proprietary, non-public or any of it its subsidiariesconfidential, or if the Grantee becomes aware of any potential claim or proposed litigation against the Company or any of its subsidiariesRelated Company; (iii) will refrain from providing any information related to any claim or potential litigation against any Related Company to any person who is not a representative of the Company or any of its subsidiaries to any non-Company representatives without either the Company’s prior written permission or being permission, unless required to provide information pursuant to legal process; (iv) will not disclose or misuse any confidential information or material concerning the Company or any of its subsidiariesRelated Company; and (v) will not engage in any activity detrimental to the interests of the Company or any of its subsidiariesRelated Company, including, without limitation, including an act of dishonesty, moral turpitude or other misconduct that has or could have a detrimental impact on the business or reputation of the Company or any of its subsidiariesRelated Company. (b) In further consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that that, if required by law to provide sworn testimony regarding any matter related to any Related Company-related matter: the Grantee will consult with and have Company designated legal counsel present for such testimony (with the Company will be being responsible for the costs of such designated counsel); the Grantee will limit his or her testimony to items about which the Grantee has knowledge rather than speculation, unless otherwise directed by legal process; and the Grantee will cooperate with the Company’s attorneys to assist their efforts, especially on matters the Grantee has been privy to, holding all privileged attorney-client matters in strictest confidence. NAI-1502143967v3 7 (c) Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit the Grantee from reporting possible violations of federal law or regulation to any governmental agency or entity in accordance with any whistleblower protection provisions of state or federal law or regulations, (ii) prohibit the Grantee from communication with any governmental agency or entity or otherwise participating in any investigation or proceeding that may be conducted by such governmental agency or entity, including providing documents or information, (iii) require notification or prior approval by the Company or the Company’s General Counsel of any such reports, communications or disclosures, or (iv) limit the Grantee’s right to receive an award for information relating to a possible securities law violation to the Securities and Exchange Commission.

Litigation Assistance. (a) In addition to any other obligations of the Grantee under law or any other agreement with the Company or any of its subsidiariesRelated Company, in consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that during the continuation of his or her employment by the Company or any of its subsidiaries and during the one-year period commencing upon his or her Termination of Employment, for any reason, the Grantee: (i) if requested by the Company, will personally provide, at the Company’s cost, provide reasonable assistance and cooperation to the Company and its subsidiaries Related Companies in activities related to the prosecution or defense of any pending or future lawsuits or claims involving any Related Company (with the Company or any of its subsidiariesreimbursing the Grantee for reasonable and necessary out-of-pocket costs and expenses incurred in connection therewith); (ii) will promptly notify the Company Company’s General Counsel, in writing, upon receipt of any requests from anyone other than an employee or agent of one of the Company Related Companies for information regarding the any Related Company which could reasonably be construed as being proprietary, non-public or any of it its subsidiariesconfidential, or if the Grantee becomes aware of any potential claim or proposed litigation against the Company or any of its subsidiariesRelated Company; (iii) will refrain from providing any information related to any claim or potential litigation against any Related Company to any person who is not a representative of the Company or any of its subsidiaries to any non-Company representatives without either the Company’s prior written permission or being permission, unless required to provide information pursuant to legal process; (iv) will not disclose or misuse any confidential information or material concerning the Company or any of its subsidiariesRelated Company; and (v) will not engage in any activity detrimental to the interests of the Company or any of its subsidiariesRelated Company, including, without limitation, including an act of dishonesty, moral turpitude or other misconduct that has or could have a detrimental impact on the business or reputation of the Company or any of its subsidiariesRelated Company. (b) In further consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that that, if required by law to provide sworn testimony regarding any matter related to any Related Company-related matter: the Grantee will consult with and have Company designated legal counsel present for such testimony (with the Company will be being responsible for the costs of such designated counsel); the Grantee will limit his or her testimony to items about which the Grantee has knowledge rather than speculation, unless otherwise directed by legal process; and the Grantee will cooperate with the Company’s attorneys to assist their efforts, especially on matters the Grantee has been privy to, holding all privileged attorney-client matters in strictest confidence.

Litigation Assistance. (a) In addition to any other obligations of the Grantee under law or any other agreement with the Company or any of its subsidiariesRelated Company, in consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that during the continuation of his or her employment by the Company or any of its subsidiaries and during the one-year period commencing upon his or her Termination of Employment, for any reason, the Grantee: (i) if requested by the Company, will personally provide, at the Company’s cost, provide reasonable assistance and cooperation to the Company and its subsidiaries Related Companies in activities related to the prosecution or defense of any pending or future lawsuits or claims involving the Company or any of its subsidiariesRelated Company; (ii) will promptly notify the Company Company’s General Counsel, in writing, upon receipt of any requests from anyone other than an employee or agent of one of the Company Related Companies for information regarding the any Related Company which could reasonably be construed as being proprietary, non-public or any of it its subsidiariesconfidential, or if the Grantee becomes aware of any potential claim or proposed litigation against the Company or any of its subsidiariesRelated Company; (iii) will refrain from providing any information related to any claim or potential litigation against any Related Company to any person who is not a representative of the Company or any of its subsidiaries to any non-Company representatives without either the Company’s prior written permission or being permission, unless required to provide information pursuant to legal process; (iv) will not disclose or misuse any confidential information or material concerning the Company or any of its subsidiaries; and (viv) will not engage in any activity detrimental to the interests of the Company or any of its subsidiariesRelated Company, including, without limitation, including an act of dishonesty, moral turpitude or other misconduct that has or could have a detrimental impact on the business or reputation of the Company or any of its subsidiariesRelated Company. (b) In further consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that that, if required by law to provide sworn testimony regarding any matter related to any Related Company-related matter: the Grantee will consult with and have Company designated legal counsel present for such testimony (with the Company will be being responsible for the costs of such designated counsel); the Grantee will limit his or her testimony to items about which the Grantee has knowledge rather than speculation, unless otherwise directed by legal process; and the Grantee will cooperate with the Company’s attorneys to assist their efforts, especially on matters the Grantee has been privy to, holding all privileged attorney-client matters in strictest confidence; and if the Grantee desires legal counsel to represent and protect her interests (in addition to the Company’s designated legal counsel provided under this Section 17(b)), the Company will reimburse the Grantee for any reasonable legal expenses (including, but not limited to, the reasonable costs of the Grantee’s counsel) and other reasonable and necessary out-of-pocket expenses the Grantee may incur in relation to such testimony.