Common use of Transition and Other Assistance Clause in Contracts

Transition and Other Assistance. During the 30 days following the termination of the Employment Period, Employee will take all actions the Company may reasonably request to maintain the Company’s business, goodwill and business relationships and to assist with transition matters, all at Company expense. In addition, upon the receipt of notice from the Company (including outside counsel), during the Employment Period and thereafter, Employee will respond and provide information with regard to matters in which he has knowledge as a result of his employment with the Company, and will provide assistance to the Company and its representatives in the defense or prosecution of any claims that may be made by or against the Company, to the extent that such claims may relate to the period of Employee’s employment with the Company, all at Company expense. Employee shall promptly inform the Company if he becomes aware of any lawsuits involving such claims that may be filed or threatened against the Company. Employee shall also promptly inform the Company (to the extent he is legally permitted to do so) if he is asked to assist in any investigation of the Company (or its actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company with respect to such investigation, and will not do so unless legally required. The Company will pay Employee at a rate of $250 per hour, plus reasonable expenses, in connection with any actions requested by the Company under this paragraph following any termination of Employee’s employment. Employee’s obligations under this paragraph shall be subject to the Company’s reasonable cooperation in scheduling in light of Employee’s other obligations.

Transition and Other Assistance. During the 30 days following the termination of the Employment Period, Employee will take all actions the Company may reasonably request to maintain the Company’s business, goodwill and business relationships and to assist with transition matters, all at Company expense. In addition, upon the receipt of notice from the Company (including outside counsel), during the Employment Period and thereafter, Employee will respond and provide information with regard to matters in which he has knowledge as a result of his employment with the Company, and will provide assistance to the Company and its representatives in the defense or prosecution of any claims that may be made by or against the Company, to the extent that such claims may relate to the period of Employee’s employment with the Company, all at Company expense. During the Employment Period and thereafter, Employee shall promptly inform the Company if he becomes aware of any lawsuits involving such claims that may be filed or threatened against the Company. During the Employment Period and thereafter, Employee shall also promptly inform the Company (to the extent he is legally permitted to do so) if he is asked to assist in any investigation of the Company (or its actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company with respect to such investigation, and will not do so unless legally required. The Company will pay Employee at a rate of $250 350 per hour, plus reasonable expenses, in connection with any actions requested by the Company under this paragraph following any termination of Employee’s employment, with such amounts being paid to Employee at periodic intervals in accordance with the Company's normal payroll practices for salaried employees. Employee’s obligations under this paragraph shall be subject to the Company’s 's reasonable cooperation in scheduling in light of Employee’s other obligations.

Transition and Other Assistance. Executive agrees to provide the Company with at least 30 days prior written notice of his resignation from the Company. During the 30 days following the termination day period after notice of resignation of the Employment PeriodExecutive’s employment has been given, Employee will the Executive agrees to take all actions the Company may reasonably request to maintain the Company’s business, goodwill and business relationships and to assist with transition matters, all at Company expense. In addition, upon the receipt of notice from Executive agrees that while he is employed by the Company (including outside counsel), during the Employment Period and thereafter, Employee he will respond and provide information with regard to matters in which he has knowledge as a result of his employment with the Company, and will provide assistance to the Company and its representatives in the defense or prosecution of any claims that may be made by or against the Company, to the extent that such claims may relate to the period of Employee’s his employment with the Company, all at Company expense. Employee shall The Executive agrees to promptly inform the Company if he becomes aware of any lawsuits involving such claims that may be filed or threatened against the Company. Employee shall The Executive also agree to promptly inform the Company (to the extent he is legally permitted to do so) if he is asked to assist in any investigation of the Company (or its actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company with respect to such investigation, and will not do so unless legally required. The Upon presentment to the Company of appropriate documentation, the Company will pay Employee compensate the Executive at a rate of $250 customary per hourdiem consulting fee in effect at the time, plus reasonable expenses, in connection with any actions requested by the Company under this paragraph Section 6.5 following a Separation from Service. Following a Separation from Service, the Company agrees that it will coordinate any termination of Employee’s employment. Employee’s obligations under this paragraph shall be subject to such request for assistance with the Company’s reasonable cooperation in scheduling in light of EmployeeExecutive’s other obligationsbusiness or professional commitments and responsibilities to minimize the degree to which such request interferes with such commitments and responsibilities.

Transition and Other Assistance. During the 30 days following the after notice of termination of the Employment PeriodExecutive’s employment has been given (or, Employee if shorter, during the period between the date written notice of termination and the effective date of the Executive’s termination of employment), the Executive will take all actions the Company may reasonably request to maintain the Company’s business, goodwill and business relationships and to assist with transition matters, all at Company expense. In addition, upon the receipt of notice from the Company (including outside counsel), during the Employment Period Executive agrees that while he is employed by the Company and thereafter, Employee he will respond and provide information with regard to matters in which he has knowledge as a result of his employment with the Company, and will provide assistance to the Company and its representatives in the defense or prosecution of any claims that may be made by or against the Company, to the extent that such claims may relate to the period of Employee’s his employment with the Company, all at Company expense. Employee shall The Executive agrees to promptly inform the Company if he becomes aware of any lawsuits involving such claims that may be filed or threatened against the Company. Employee shall The Executive also agree to promptly inform the Company (to the extent he is legally permitted to do so) if he is asked to assist in any investigation of the Company (or its actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company with respect to such investigation, and will not do so unless legally required. The Upon presentment to the Company of appropriate documentation, the Company will pay Employee compensate the Executive at a rate of $250 customary per hourdiem consulting fee in effect at the time, plus reasonable expenses, in connection with any actions requested by the Company under this paragraph Section 7.5 following any the termination of Employeehis employment. Following the termination of the Executive’s employment. Employee’s obligations under this paragraph shall be subject to , the Company’s reasonable cooperation in scheduling in light of EmployeeCompany agrees that it will coordinate any such request for assistance with the Executive’s other obligationsbusiness or professional commitments and responsibilities to minimize the degree to which such request interferes with such commitments and responsibilities.

Transition and Other Assistance. During the 30 days following the termination end of the Employment PeriodTerm, Employee Executive will take all actions the Company may reasonably request to maintain the Company’s business, goodwill and business relationships and to assist with transition matters, all at Company expense. In addition, upon the receipt of notice from the Company (including outside counsel), during the Employment Period Term and thereafter, Employee Executive will respond and provide information with regard to matters in which he she has knowledge as a result of his her employment with the Company, and will provide assistance to the Company and its representatives in the defense or prosecution of any claims that may be made by or against the Company, to the extent that such claims may relate to the period of EmployeeExecutive’s employment with the Company, all at Company expense. Employee During the Term and thereafter, Executive shall promptly inform the Company if he she becomes aware of any lawsuits involving such claims that may be filed or threatened against the Company. Employee During the Term and thereafter, Executive shall also promptly inform the Company (to the extent he she is legally permitted to do so) if he she is asked to assist in any investigation of the Company (or its actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company with respect to such investigation, and will not do so unless legally required. The Company will pay Employee Executive at a rate of $250 per hour, plus reasonable expenses, in connection with any actions requested by the Company under this paragraph following any termination of EmployeeExecutive’s employment, with such amounts being paid to Executive at periodic intervals in accordance with the Company’s normal payroll practices for salaried employees. EmployeeExecutive’s obligations under this paragraph shall be subject to the Company’s reasonable cooperation in scheduling in light of EmployeeExecutive’s other obligations.