Common use of Cooperation with Company Clause in Contracts

Cooperation with Company. Employee agrees to provide reasonable cooperation and assistance to the Company in the transition of Employee’s role and in the resolution of any matters in which Employee was involved during the course of Employee’s employment, or about which Employee has knowledge, and in the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any investigations, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation with such matters shall include, without limitation, being available to consult with the Company regarding matters in which Employee has been involved or has knowledge; to reasonably assist the Company in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiations, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediation, litigation or other legal proceeding affecting the Company. Employee agrees to keep the Company’s Human Resource department apprised of Employee’s current contact information, including telephone numbers, work address, home address, and email address(es), and to promptly respond to communications from the Company in connection with this Section 6. The Company will reimburse Employee for reasonable expenses incurred in connection with such cooperation under this Section 6, provided such expenses have been pre-approved by the Company and are submitted in accordance with any Company expense reimbursement policy, as may be in effect at the time. Employee understands and agrees that Employee is not otherwise entitled to any additional compensation for such cooperation, beyond the payments and consideration provided under Section 1.c of the Transition Agreement. Employee understands and agrees that this Section 6 requires Employee’s cooperation with the Company, but is not intended to have any influence whatsoever on any specific outcome in any matter and Employee is expected at all times to provide truthful testimony and responses in connection with any matter.

Cooperation with Company. Employee agrees to provide reasonable cooperation and assistance to the Company in the transition of Employee’s role and in the resolution of any matters in which Employee was involved during the course of Employee’s employment, or about which Employee has knowledge, and in the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any investigations, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation with such matters shall include, without limitation, being available to consult with the Company regarding matters in which Employee has been involved or has knowledge; to reasonably assist the Company in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiations, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediation, litigation or other legal proceeding affecting the Company. Employee agrees to keep the Company’s Human Resource department apprised of Employee’s current contact information, including telephone numbers, work address, home address, and email address(es), and to promptly respond to communications from the Company in connection with this Section 6. The Company will reimburse Employee for reasonable expenses incurred in connection with such cooperation under this Section 6, provided such expenses have been pre-approved by the Company and are submitted in accordance with any Company expense reimbursement policy, as may be in effect at the time. Employee understands and agrees that Employee is not otherwise entitled to any additional compensation for such cooperation, beyond the payments and consideration provided under Section 1.c 1.b of the Transition Agreement. Employee understands and agrees that this Section 6 requires Employee’s cooperation with the Company, but is not intended to have any influence whatsoever on any specific outcome in any matter and Employee is expected at all times to provide truthful testimony and responses in connection with any matter.

Cooperation with Company. Employee agrees to provide reasonable cooperation and assistance to the Company in the transition of Employee’s role and in the resolution of any matters in which Employee was involved during the course of Employee’s employment, or about which Employee has knowledge, and in the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any investigations, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation with such matters shall include, without limitation, being available to consult with the Company regarding matters in which Employee has been involved or has knowledge; to reasonably assist the Company in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiations, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediation, litigation or other legal proceeding affecting the Company. Employee agrees to keep the Company’s Human Resource department apprised of Employee’s current contact information, including telephone numbers, work address, home address, and email address(es), and to promptly respond to communications from the Company in connection with this Section 64. The Company will reimburse Employee for reasonable expenses incurred in connection with such cooperation under this Section 64, provided such expenses have been pre-approved by the Company and are submitted in accordance with any Company expense reimbursement policy, as may be in effect at the time. Employee understands and agrees that Employee is not otherwise entitled to any additional compensation for such cooperation, beyond the payments and consideration provided under Section 1.c 1.b of the Transition Agreement. Employee understands and agrees that this Section 6 4 requires Employee’s cooperation with the Company, but is not intended to have any influence whatsoever on any specific outcome in any matter and Employee is expected at all times to provide truthful testimony and responses in connection with any matter.

Cooperation with Company. Employee agrees to provide reasonable cooperation During and assistance to after the Employment Term, you will cooperate fully with the Company in responding to the transition of Employee’s role and in the resolution of any matters in which Employee was involved during the course of Employee’s employment, or about which Employee has knowledge, and in the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf reasonable requests of the Company's Chairman of the Board, including any investigationsCEO or General Counsel, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation with such matters shall include, without limitation, being available to consult with the Company regarding matters in which Employee has been involved or has knowledge; to reasonably assist the Company in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiations, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigationand all existing or future litigation, auditarbitrations, mediationmediations or investigations brought by or against the Company or any of its affiliates, litigation agents, officers, directors or other legal proceeding affecting employees, whether administrative, civil or criminal in nature, in which the CompanyCompany reasonably deems your cooperation necessary or desirable. Employee agrees In such matters, you agree to keep provide the Company’s Human Resource department apprised of Employee’s current contact Company with reasonable advice, assistance and information, including telephone numbersoffering and explaining evidence, work addressproviding sworn statements, home address, participating in discovery and email address(es), trial preparation and testimony. You also agree to promptly respond to communications from send the Company copies of all correspondence (for example, but not limited to, subpoenas) received by you in connection with any such legal proceedings, unless you are expressly prohibited by law from so doing. You will act in good faith to furnish the information and cooperation required by this Section 615 and the Company will act in good faith so that the requirement to furnish such information and cooperation does not create an undue hardship for you. The Company will reimburse Employee you for reasonable out-of-pocket expenses incurred by you as a result of your cooperation, within ten (10) days of the presentation of appropriate documentation thereof, in connection accordance with such cooperation under the Company's standard reimbursement policies and procedures. The failure by you to cooperate fully with the Company in accordance with this Section 615 will be a material breach of the terms of this Agreement which will result in all commitments of the Company to make additional payments to you becoming null and void. Notwithstanding anything in this Section, provided such expenses have been pre-approved it is agreed that (i) if possible the Company will provide you with reasonable advance notice regarding these activities, (ii) any requests made hereunder by the Company and are submitted will be made in accordance good faith, shall be reasonable and, in the event you transition into a role as Special Advisor, will not unreasonably interfere with any Company expense reimbursement policy, as may be in effect at the time. Employee understands and agrees that Employee is not otherwise entitled your duties to any additional compensation for such cooperationemployer other than the Company or any of its subsidiaries, beyond the payments and consideration provided under Section 1.c of the Transition Agreement. Employee understands and agrees (iii) that this Section 6 requires Employee’s cooperation with the Company, but is not intended to have any influence whatsoever on any specific outcome in any matter and Employee is expected you are at all times able to provide truthful testimony respond to legal process and responses in connection with otherwise act as required by applicable law, and (iv) this Section 15 shall not apply to any matterlitigations, arbitrations or mediations, or if a conflict of interests develops, between you and the Company.

Cooperation with Company. Employee Executive agrees to provide reasonable cooperation and assistance to the Company in the transition of Employee’s role and that Executive shall cooperate fully with Rackspace in the resolution of any matters in which Employee Executive was involved during the course of Employee’s employment, Executive's employment or about which Employee Executive has knowledge, and in where Executive's knowledge is necessary for the defense or prosecution prosecution, of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the CompanyRackspace, including any investigations, audits, claims or actions involving or against its officers, directors and employeesemployees (referred to as “Claims Assistance.”). Employee’s It is anticipated that the Claims Assistance will require only occasional assistance from Executive, and it will be scheduled at mutually agreeable times. Executive's cooperation in connection with such matters Claims Assistance shall include, without limitation, being available to consult with the Company Rackspace regarding matters in which Employee Executive has been involved or has knowledge; to reasonably assist the Company Rackspace in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiationsconsultation, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediation, litigation or other legal proceeding affecting Rackspace. In addition to the CompanyClaims Assistance, for a period of no more than three (3) months from the Separation Date, Executive agrees to provide occasional advisory services at mutually agreed upon times related primarily to the recruitment and transition of the General Manager role, for no additional consideration other than the severance pay, on an as-needed basis. Employee With respect to both the Claims Assistance and the advisory services, Executive shall in no sense be considered an employee, agent, partner or representative of Rackspace, nor shall Executive be entitled to, or eligible to, participate in any benefits or privileges given or extended by Rackspace to its employees. For a period of four (4) years after the Effective Date of this Agreement, Executive agrees to keep the Company’s Human Resource department Rackspace apprised of Employee’s his current contact information, including telephone numbers, work address, home address, and email address(es)address, and to promptly respond to communications from the Company Rackspace in connection with this Section 6Section. The Company will reimburse Employee for Executive further agrees that should Executive be contacted by any person or entity that has indicated, or that Executive knows to be, adverse to Rackspace, or any representative of such person or entity, Executive shall promptly, and no later than within three (3) business days of such contact, notify Xxxx Xxxxxxxxxx, Senior Vice President and General Counsel at Rackspace's corporate office located at 0000 Xxxxxx Xxxx, Xxx Xxxxxxx, Xxxxx 00000 (xxxxxxxx@xxxxxxxxx.xxx). Rackspace shall pay Executive any documented and reasonable costs and expenses incurred in connection with such cooperation Executive providing the Claims Assistance and advisory services under this Section 6, provided such expenses have been pre-approved by the Company and are submitted in accordance with any Company expense reimbursement policy, as may be in effect at the timeSection. Employee understands and agrees that Employee is not otherwise entitled to any additional compensation for such cooperation, beyond Rackspace shall deliver the payments and consideration provided due under Section 1.c this paragraph within thirty (30) business days after receipt of the Transition Agreement. Employee understands and agrees that this Section 6 requires Employee’s cooperation with the Company, but is not intended to have any influence whatsoever on any specific outcome in any matter and Employee is expected at all times to provide truthful testimony and responses in connection with any matterExecutive's invoice.

Cooperation with Company. Employee agrees to provide reasonable cooperation During and assistance to after the Employment Term, you will cooperate with the Company in responding to the transition of Employee’s role and in the resolution of any matters in which Employee was involved during the course of Employee’s employment, or about which Employee has knowledge, and in the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf reasonable requests of the Company's Chairman of the Board, including any investigationsCEO or General Counsel, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation with such matters shall include, without limitation, being available to consult with the Company regarding matters in which Employee has been involved or has knowledge; to reasonably assist the Company in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiations, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigationand all existing or future litigation, auditarbitrations, mediationmediations or investigations brought by or against the Company or any of its affiliates, litigation agents, officers, directors or other legal proceeding affecting employees, whether administrative, civil or criminal in nature, in which the CompanyCompany reasonably deems your cooperation necessary or desirable. Employee agrees In such matters, you agree to keep provide the Company’s Human Resource department apprised of Employee’s current contact Company with reasonable advice, assistance and information, including telephone numbersoffering and explaining evidence, work address, home addressproviding sworn statements, and email address(es), participating in discovery and trial preparation and testimony. You also agree to promptly respond to communications from send the Company copies of all correspondence (for example, but not limited to, subpoenas) received by you in connection with any such legal proceedings, unless you are expressly prohibited by law from so doing. You will act in good faith to furnish the information and cooperation required by this Section 615 and the Company will act in good faith so that the requirement to furnish such information and cooperation does not create an undue hardship for you. The Company will reimburse Employee you for reasonable out-of-pocket expenses incurred by you as a result of your cooperation, within ten (10) days of the presentation of appropriate documentation thereof, in connection accordance with such cooperation under the Company's standard reimbursement policies and procedures. The failure by you to cooperate fully with the Company in accordance with this Section 615 will be a material breach of the terms of this Agreement which will result in all commitments of the Company to make additional payments to you becoming null and void. Notwithstanding anything in this Section, provided such expenses have been pre-approved it is agreed (i) that if possible the Company will provide you with reasonable advance notice regarding these activities, (ii) that any requests made hereunder by the Company will be made in good faith, shall be reasonable, and are submitted in accordance will not unreasonably interfere with any Company expense reimbursement policy, as may be in effect at the time. Employee understands and agrees that Employee is not otherwise entitled your duties to any additional compensation for such cooperationemployer other than the Company, beyond the payments (iii) that you are at all times able to respond to legal process and consideration provided under Section 1.c of the Transition Agreement. Employee understands otherwise act as required by applicable law, and agrees (iv) that this Section 6 requires Employee’s cooperation with 15 will not apply to any litigations, arbitrations or mediations, or if a conflict of interest develops, between you and the Company, but is not intended to have any influence whatsoever on any specific outcome in any matter and Employee is expected at all times to provide truthful testimony and responses in connection with any matter.

Cooperation with Company. Following the Separation Date, Employee agrees to provide reasonable cooperation and assistance to the Company in the transition of Employee’s role and in the resolution of any matters in which Employee was involved during the course of Employee’s employment, or about which Employee has knowledge, and in the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any investigations, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation with such matters shall include, without limitation, being available to consult with the Company regarding matters in which Employee has been involved or has knowledge; to reasonably assist the Company in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiations, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediation, litigation or other legal proceeding affecting the Company. Employee agrees to keep the Company’s Human Resource department apprised of Employee’s current contact information, including telephone numbers, work address, home address, and email address(es), and to promptly respond to communications from the Company in connection with this Section 6. The Company will reimburse Employee for reasonable expenses incurred in connection with such cooperation under this Section 6, provided such expenses have been pre-approved by the Company and are submitted in accordance with any Company expense reimbursement policy, as may be in effect at the time. Employee understands and agrees that Employee is not otherwise entitled to any additional compensation for such cooperation, beyond the payments and consideration provided under Section 1.c of the Transition Agreement15. Employee understands and agrees that this Section 6 provision requires Employee’s cooperation with the Company, but is not intended to have any influence whatsoever on any specific outcome in any matter and Employee is expected at all times to provide truthful testimony and responses in connection with any matter. If the Company requests more than de minimis assistance from Employee as described in this Section 15, the Company and Employee will mutually agree on a reasonable hourly rate for Employee’s time in providing such assistance to the Company. The Company will also reimburse Employee for Employee’s pre-approved, reasonable expenses incurred in providing the assistance described in this Section 15.

Cooperation with Company. Employee agrees to provide reasonable cooperation and assistance to that Employee shall cooperate fully with the Company in the transition of Employee’s role and in the resolution of any matters in which Employee was involved in during the course of Employee’s employment, or about which Employee has knowledge, including but not limited to any inquiry or investigation undertaken by the Securities and in Exchange Commission with respect to the Matter of Sipex Corporation (SF2938), any other governmental investigations or actions that might be brought by the Securities and Exchange Commission or the Department of Justice any other legal matters, including the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any investigations, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation in connection with such matters matters, actions and claims shall include, without limitation, being available to consult with the Company regarding legal matters in which Employee has been involved or about which Employee has knowledge; to reasonably assist assisting the Company in preparing for any proceeding related to such matters (including, without limitation, depositions, mediationsconsultation, hearingsdiscovery, settlement negotiations, discovery conferences, arbitration, hearings or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, hearing, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediationhearing, litigation or other legal proceeding affecting the Company. Employee further agrees that should Employee be contacted (directly or indirectly) by any person or entity adverse to keep the Company’s Human Resource department apprised , or any representative of Employee’s current contact informationsuch person or entity, including telephone numbers, work address, home address, and email address(esEmployee shall promptly (no later than within 48 hours of such contact), notify Sxxxxx Xxxxxxx, General Counsel at the Company. Employee shall be reimbursed for any documented and to promptly respond to communications from the Company in connection with this Section 6. The Company will reimburse Employee for reasonable fees and expenses incurred in connection with providing such cooperation under this Section 6Section. Specifically, the Company agrees that it shall reimburse Employee for his time at the hourly rate of $125 per hour, provided such expenses have been pre-approved by the that in order to be reimbursed, and Company and are submitted request for service or assistance must be made in accordance with any Company expense reimbursement policywriting. Notwithstanding, nothing herein shall be construed so as may be in effect at the time. Employee understands and agrees that Employee is not otherwise entitled to any additional compensation for such cooperation, beyond the payments and consideration provided under Section 1.c of the Transition Agreement. Employee understands and agrees that this Section 6 requires limit Employee’s cooperation with the Company, but is not intended right to have assert any influence whatsoever on any specific outcome in any matter and Employee is expected at all times to provide truthful testimony and responses constitutional rights or privileges he may enjoy in connection with any mattersaid investigations, actions or matters.

Cooperation with Company. Employee agrees to that he shall provide reasonable cooperation and assistance to the Company in the transition of Employee’s his role and in the resolution of any matters in which Employee he was involved during the course of Employee’s his employment, or about which Employee he has knowledge, and in the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any investigations, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation with such matters shall include, without limitation, being available to consult with the Company regarding matters in which Employee he has been involved or has knowledge; to reasonably assist the Company in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiations, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediation, litigation or other legal proceeding affecting the Company, provided that the Company shall use reasonable efforts to schedule any proceeding requiring Employee’s attendance in a manner that will minimize unnecessary interference with Employee’s personal or business activities. Employee agrees to keep the Company’s Human Resource department apprised of Employee’s his current contact information, including telephone numbers, work address, home address, and email address(es), and to promptly respond to communications from the Company in connection with this Section 6. The Company will reimburse Employee for reasonable expenses incurred in connection with such cooperation under this Section 6, provided such expenses have been pre-approved by the Company and are submitted in accordance with any Company expense reimbursement policy, as may be in effect at the time. Employee understands and agrees that Employee is not otherwise entitled to any additional compensation for such cooperation, beyond the payments and consideration provided under Section 1.c of the Transition Agreement19. Employee understands and agrees that this Section 6 provision requires Employee’s his cooperation with the Company, but is not intended to have any influence whatsoever on any specific outcome in any matter and Employee he is expected at all times to provide truthful testimony and responses in connection with any matter. Employee understands and agrees that he is not otherwise entitled to any additional compensation for such transition assistance, beyond the consideration provided under this Agreement, and Employee is not and will not be considered an officer, employee, advisor, consultant, or other Company service provider in complying with this Section 19. The Company will reimburse Employee for reasonable, pre-approved, out of pocket expenses incurred by Employee in complying with the requirements of this Section 19, subject to Employee providing, as may be requested by Company, appropriate supporting documentation for such expenses.

Cooperation with Company. Employee agrees to provide reasonable cooperation and assistance to the Company in the transition of Employee’s role and in the resolution of any matters in which Employee was involved during the course of Employee’s employment, or about which Employee has knowledge, and in the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any investigations, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation with such matters shall include, without limitation, being available to consult with the Company regarding matters in which Employee has been involved or has knowledge; to reasonably assist the Company in securing its intellectual property rights; to reasonably assist the Company in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiations, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediation, litigation or other legal proceeding affecting the Company. The Company agrees to provide Employee with reasonable notice of any activities requested in connection with this Section 14, to reasonably accommodate Employee with respect to scheduling, and to reimburse Employee for any reasonable, preapproved travel expenses related to such activities. Employee agrees to keep the Company’s Human Resource department apprised of Employee’s current contact information, including telephone numbers, work address, home address, and email address(es), and to reasonably promptly respond to communications from the Company in connection with this Section 614. The Company will reimburse Employee for reasonable expenses incurred understands and agrees that this provision requires Employee’s cooperation with the Company, but is not intended to have any influence whatsoever on any specific outcome in any matter, and Employee is expected at all times to provide truthful testimony and responses in connection with such cooperation under this Section 6, provided such expenses have been pre-approved by the Company and are submitted in accordance with any Company expense reimbursement policy, as may be in effect at the timematter. Employee understands and agrees that Employee is not otherwise entitled to any additional compensation for such cooperation, beyond the payments and consideration provided under Section 1.c of the Transition this Agreement. Employee understands and agrees that this Section 6 requires Employee’s cooperation with the Company, but is not intended to have any influence whatsoever on any specific outcome in any matter and Employee is expected at all times to provide truthful testimony and responses in connection with any matter.

Cooperation with Company. Employee Executive agrees to provide reasonable cooperation and assistance to the Company in the transition of Employee’s role and that Executive shall cooperate fully with Rackspace in the resolution of any matters in which Employee Executive was involved during the course of Employee’s employment, Executive's employment or about which Employee Executive has knowledge, and in where Executive's knowledge is necessary for the defense or prosecution prosecution, of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the CompanyRackspace, including any investigations, audits, claims or actions involving or against its officers, directors and employeesemployees (referred to as “Claims Assistance.”). Employee’s It is anticipated that the Claims Assistance will require only occasional assistance from Executive, and it will be scheduled at mutually agreeable times. Executive's cooperation in connection with such matters Claims Assistance shall include, without limitation, being available to consult with the Company Rackspace regarding matters in which Employee Executive has been involved or has knowledge; to reasonably assist the Company Rackspace in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiationsconsultation, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediation, litigation or other legal proceeding affecting Rackspace. Rackspace shall pay Executive a consultation fee of $250.00 per hour for the Companytime Executive spends providing such Claims Assistance. Employee In addition to the Claims Assistance, for a period of no more than six months from the Separation Date, Executive agrees to provide occasional advisory services at mutually agreed upon times related primarily to the recruitment and transition of the CFO role, for no additional consideration other than the severance pay, on an as-needed basis. With respect to both the Claims Assistance and the advisory services, Executive shall in no sense be considered an employee, agent, partner or representative of Rackspace, nor shall Executive be entitled to, or eligible to, participate in any benefits or privileges given or extended by Rackspace to its employees. For a period of two (2) years after the Effective Date of this Agreement, Executive agrees to keep the Company’s Human Resource department Rackspace apprised of Employee’s his current contact information, including telephone numbers, work address, home address, and email address(es)address, and to promptly respond to communications from the Company Rackspace in connection with this Section 6Section. The Company will reimburse Employee for Executive further agrees that should Executive be contacted by any person or entity that has indicated, or that Executive knows to be, adverse to Rackspace, or any representative of such person or entity, Executive shall promptly, and no later than within three (3) business days of such contact, notify Axxx Xxxxxxxxxx, Senior Vice President and General Counsel at Rackspace's corporate office located at 5000 Xxxxxx Xxxx, Xxx Xxxxxxx, Xxxxx 00000 (axxxxxxx@xxxxxxxxx.xxx). Rackspace shall pay Executive any documented and reasonable costs and expenses incurred in connection with such cooperation Executive providing the Claims Assistance and advisory services under this Section 6, provided such expenses have been pre-approved by the Company and are submitted in accordance with any Company expense reimbursement policy, as may be in effect at the timeSection. Employee understands and agrees that Employee is not otherwise entitled to any additional compensation for such cooperation, beyond Rackspace shall deliver the payments and consideration provided due under Section 1.c this paragraph within ten (10) business days after receipt of the Transition Agreement. Employee understands and agrees that this Section 6 requires Employee’s cooperation with the Company, but is not intended to have any influence whatsoever on any specific outcome in any matter and Employee is expected at all times to provide truthful testimony and responses in connection with any matterExecutive's invoice.

Cooperation with Company. Employee agrees to that Employee shall provide reasonable cooperation and assistance to the Company in the transition of Employee’s role and in the resolution of any legal matters in which Employee was involved in during the course of Employee’s employment, or about which Employee has knowledgeknowledge (including but not limited to any matters arising from or associated with transitioning Employee’s duties), and in the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any investigations, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation in connection with such matters matters, actions and claims shall include, without limitation, being available to consult with the Company regarding matters in which Employee has been involved or has knowledge; to reasonably assist the Company in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiationsconsultation, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediation, litigation or other legal proceeding affecting the Company. Employee agrees to keep the Company’s Human Resource department General Counsel of the Company apprised of Employee’s his current contact information, including telephone numbers, work address, home address, and email address(es), and to promptly respond to communications from the Company in connection with this Section 6paragraph 11. The Where Employee’s cooperation requires travel, the Company will reimburse purchase and provide airline tickets to the Employee, and will select, reserve and pay directly the expenses of Employee’s lodging. Employee shall be reimbursed for any other documented and reasonable costs and expenses incurred in connection with providing such cooperation under this Section 6paragraph 11, provided within thirty (30) business days following his submission of documentation of such costs and expenses have been pre-approved by to the Company and are submitted in accordance with any Company expense reimbursement policy, as may be in effect at the timeCompany. Employee understands and agrees will also be paid a $200.00 per hour consulting fee for his time spent in providing such assistance, excluding travel time, for any such assistance that Employee is not otherwise entitled to any additional compensation for such cooperationrequested following May 11, beyond the payments and consideration provided under Section 1.c of the Transition Agreement. Employee understands and agrees that this Section 6 requires Employee’s cooperation with the Company, but is not intended to have any influence whatsoever on any specific outcome in any matter and Employee is expected at all times to provide truthful testimony and responses in connection with any matter2014.

Cooperation with Company. Employee acknowledges and agrees to provide reasonable cooperation that following the Separation Date he will cooperate fully with the Company, its officers, employees, agents, affiliates and assistance to the Company attorneys in the transition of Employee’s role and in the resolution of any matters in which Employee was involved during the course of Employee’s employmentdefense or prosecution of, or about which Employee has knowledge, and in preparation for the defense or prosecution of any investigationslawsuit, auditsdispute, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any investigations, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation with such matters shall include, without limitation, being available to consult with the Company regarding matters in which Employee has been involved or has knowledge; to reasonably assist the Company in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiations, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediation, litigation investigation or other legal proceeding affecting the Companyproceedings (“Proceedings”). Employee agrees to keep the Company’s Human Resource department apprised of Employee’s current contact information, including telephone numbers, work address, home address, and email address(es), and to promptly respond to communications from the Company in connection with this Section 6. The Company will reimburse Employee for reasonable expenses incurred in connection with such cooperation under this Section 6, provided such expenses have been pre-approved by the Company and are submitted in accordance with any Company expense reimbursement policy, as may be in effect at the time. Employee understands Executive further acknowledges and agrees that Employee is not otherwise entitled to any additional compensation for such cooperation, beyond the payments and consideration provided under Section 1.c of the Transition Agreement. Employee understands and agrees that this Section 6 requires Employee’s cooperation he will cooperate fully with the Company, but is not intended to have any influence whatsoever its officers, employees, agents, affiliates and attorneys on any specific outcome matter related to Company business (“Matters”) arising during the period of Executive’s employment with the Company. Such cooperation shall include providing true and accurate information or documents concerning, or affidavits or testimony about, all or any matters at issue in any matter Proceedings or Matters as shall from time to time be requested by the Company, and Employee shall be within the knowledge of Executive. Such cooperation shall be provided by Executive without remuneration, but Executive shall be entitled to reimbursement for all reasonable and appropriate expenses incurred by him in so cooperating including, by way of example and not by way of limitation, airplane fare, hotel accommodations, meal charges and other similar expenses to attend Proceedings or Matters outside of the city of Executive’s residence; provided, however, notwithstanding any provision of this Agreement or the Indemnification Agreement to the contrary, Executive shall not be required as a condition to having and securing the indemnification and advancement of expenses as defined in this Agreement, including without limitation Section 2(e) of this Agreement, or in the Indemnification Agreement, to waive or forfeit, in whole or in part, any legal privilege whatsoever that Executive may have, including without limitation, the attorney-client privilege or the privilege against self-incrimination, and this Agreement shall not limit or reduce the scope of the Company’s indemnification to which Executive is expected at all times entitled under the Indemnification Agreement. In the event Executive is asked by a third party to provide truthful testimony and responses information regarding the Company, he will notify the Company as soon as possible in connection with any matterorder to give the Company a reasonable opportunity to respond and/or participate in such Proceeding or Matter.

Cooperation with Company. Employee agrees During and after the Employment Term, you ------------------------- will use your best efforts to provide reasonable cooperation and assistance cooperate fully with the Company, including, but not limited to, responding to the Company in the transition of Employee’s role and in the resolution of any matters in which Employee was involved during the course of Employee’s employment, or about which Employee has knowledge, and in the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf reasonable requests of the Company's Chairman of the Board, including any investigationsCEO or General Counsel, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation with such matters shall include, without limitation, being available to consult with the Company regarding matters in which Employee has been involved or has knowledge; to reasonably assist the Company in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiations, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigationand all existing or future litigation, auditarbitrations, mediationmediations or investigations brought by or against the Company or any of its affiliates, litigation agents, officers, directors or other legal proceeding affecting employees, whether administrative, civil or criminal in nature, in which the CompanyCompany reasonably deems your cooperation necessary or desirable. Employee agrees You will use your best efforts to keep the Company’s Human Resource department apprised of Employee’s current contact provide reasonable advice, assistance and information, including telephone numbersoffering and explaining evidence, work addressproviding sworn statements, home address, participating in discovery and email address(es), trial preparation and testimony as may reasonably be deemed necessary or desirable by the Company relating to its position in any such legal proceedings. You also agree to promptly respond to communications from send the Company copies of all correspondence received by you in connection with any such legal proceedings, unless you are expressly prohibited by law from so doing. You will act in good faith to furnish the information and cooperation required by this Section 611 and the Company will act in good faith so that the requirement to furnish such information and cooperation does not create an undue hardship for you. The Company will reimburse Employee you for reasonable out-of-pocket expenses incurred by you as a result of your cooperation, within ten (10) days of the presentation of appropriate documentation thereof, in connection accordance with such cooperation under the Company's standard reimbursement policies and procedures. After the Employment Term, in addition to out-of-pocket expenses, the Company will pay you an hourly rate commensurate with the Base Salary defined in Section 4(a) of this Agreement. The failure by you to cooperate fully with the Company in accordance with this Section 611 will be a material breach of the terms of this Agreement which will result in all commitments of the Company to make additional payments to you becoming null and void. Notwithstanding anything in this Section, provided such expenses have been pre-approved it is agreed that if possible the Company will provide you with reasonable advance notice regarding these activities, and that any requests made hereunder by the Company will be made in good faith and are submitted in accordance with any Company expense reimbursement policy, as may be in effect at the time. Employee understands and agrees that Employee is not otherwise entitled to any additional compensation for such cooperation, beyond the payments and consideration provided under Section 1.c of the Transition Agreement. Employee understands and agrees that this Section 6 requires Employee’s cooperation with the Company, but is not intended to have any influence whatsoever on any specific outcome in any matter and Employee is expected at all times to provide truthful testimony and responses in connection with any matterreasonable.

Cooperation with Company. Employee agrees to provide reasonable cooperation and assistance to that Employee shall cooperate fully with the Company in the transition of Employee’s role and in the resolution of any matters in which Employee was involved in during the course of Employee’s employment, or about which Employee has knowledge, including but not limited to any inquiry or investigation undertaken by the Securities and in Exchange Commission with respect to the Matter of Sipex Corporation (SF2938), any other governmental investigations or actions that might be brought by the Securities and Exchange Commission or the Department of Justice any other legal matters, including the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any investigations, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation in connection with such matters matters, actions and claims shall include, without limitation, being available to consult with the Company regarding legal matters in which Employee has been involved or about which Employee has knowledge; to reasonably assist assisting the Company in preparing for any proceeding related to such matters (including, without limitation, depositions, mediationsconsultation, hearingsdiscovery, settlement negotiations, discovery conferences, arbitration, hearings or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, hearing, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediationhearing, litigation or other legal proceeding affecting the Company. Employee further agrees that should Employee be contacted (directly or indirectly) by any person or entity adverse to keep the Company’s Human Resource department apprised , or any representative of Employee’s current contact informationsuch person or entity, including telephone numbers, work address, home address, and email address(esEmployee shall promptly (no later than within 48 hours of such contact), and to promptly respond to communications from notify Sxxxxx Xxxxxxx, General Counsel at the Company. In the event the Company specifically requests the Employees assistance in connection with this Section 6. The Company will reimburse the matters described above, the Employee shall be reimbursed for any documented and reasonable fees and expenses incurred in connection with providing such cooperation under this Section 6Section. Specifically, the Company agrees that it shall reimburse Employee for his time at the hourly rate of $200.00 per hour, provided such expenses have been pre-approved by that in order to be reimbursed, the Company must request such service and are submitted the Company’s request for service or assistance must be made in accordance with any Company expense reimbursement policywriting. Notwithstanding, nothing herein shall be construed so as may be in effect at the time. Employee understands and agrees that Employee is not otherwise entitled to any additional compensation for such cooperation, beyond the payments and consideration provided under Section 1.c of the Transition Agreement. Employee understands and agrees that this Section 6 requires limit Employee’s cooperation with the Company, but is not intended right to have assert any influence whatsoever on any specific outcome in any matter and Employee is expected at all times to provide truthful testimony and responses constitutional rights or privileges he may enjoy in connection with any mattersaid investigations, actions or matters.

Cooperation with Company. Employee agrees to provide reasonable cooperation and assistance to that Employee shall cooperate fully with the Company in the transition of Employee’s role and in the resolution of any matters in which Employee was involved in during the course of Employee’s employment, or about which Employee has knowledge, including but not limited to any inquiry or investigation undertaken by the Securities and in Exchange Commission with respect to the Matter of Sipex Corporation (SF2938), any other governmental investigations or actions that might be brought by the Securities and Exchange Commission or the Department of Justice any other legal matters, including the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any investigations, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation in connection with such matters matters, actions and claims shall include, without limitation, being available to consult with the Company regarding legal matters in which Employee has been involved or about which Employee has knowledge; to reasonably assist assisting the Company in preparing for any proceeding related to such matters (including, without limitation, depositions, mediationsconsultation, hearingsdiscovery, settlement negotiations, discovery conferences, arbitration, hearings or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, hearing, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediationhearing, litigation or other legal proceeding affecting the Company. Employee further agrees that should Employee be contacted (directly or indirectly) by any person or entity adverse to keep the Company’s Human Resource department apprised , or any representative of Employee’s current contact informationsuch person or entity, including telephone numbers, work address, home address, and email address(esEmployee shall promptly (no later than within 48 hours of such contact), notify Xxxxxx Xxxxxxx, General Counsel at the Company. Employee shall be reimbursed for any documented and to promptly respond to communications from the Company in connection with this Section 6. The Company will reimburse Employee for reasonable fees and expenses incurred in connection with providing such cooperation under this Section 6Section. Specifically, the Company agrees that it shall reimburse Employee for his time at the hourly rate of $125 per hour, provided such expenses have been pre-approved by the that in order to be reimbursed, and Company and are submitted request for service or assistance must be made in accordance with any Company expense reimbursement policywriting. Notwithstanding, nothing herein shall be construed so as may be in effect at the time. Employee understands and agrees that Employee is not otherwise entitled to any additional compensation for such cooperation, beyond the payments and consideration provided under Section 1.c of the Transition Agreement. Employee understands and agrees that this Section 6 requires limit Employee’s cooperation with the Company, but is not intended right to have assert any influence whatsoever on any specific outcome in any matter and Employee is expected at all times to provide truthful testimony and responses constitutional rights or privileges he may enjoy in connection with any mattersaid investigations, actions or matters.

Cooperation with Company. During and after the term of employment, Employee agrees will use his/her best effort to provide reasonable cooperation and assistance cooperate fully with the Company, including, but not limited to, responding to the Company in the transition of Employee’s role and in the resolution of any matters in which Employee was involved during the course of Employee’s employment, or about which Employee has knowledge, and in the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf reasonable requests of the Company, including any investigations, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation with such matters shall include, without limitation, being available to consult with the Company regarding matters in which Employee has been involved or has knowledge; to reasonably assist the Company in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiations, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigationand all existing or future litigation, auditarbitrations, mediationmediations or investigations brought by or against the Company or any of its affiliates, litigation agents, officers, directors or other legal proceeding affecting employees, whether administrative, civil or criminal in nature, in which the CompanyCompany reasonably deems Employee’s cooperation necessary or desirable. Employee agrees will use his/her best effort to keep the Company’s Human Resource department apprised of Employee’s current contact provide reasonable advice, assistance and information, including telephone numbersoffering and explaining evidence, work addressproviding sworn statements, home address, participating in discovery and email address(es), trial preparation and testimony as may reasonably be deemed necessary or desirable by the Company relating to its position in any such legal proceedings. Employee also agrees to promptly respond to communications from send the Company copies of all correspondence received by Employee in connection with any such legal proceedings, unless Employee is expressly prohibited by law from so doing. Employee will act in good faith to furnish the information and cooperation required by this Section 6section and the Company will act in good faith so that the requirement to furnish such information and cooperation does not create an undue hardship for Employee. The Company will reimburse Employee for reasonable out-of- pocket expenses incurred in connection with such cooperation under this Section 6by Employee as a result of Employee’s cooperation, provided such expenses have been pre-approved by within ten (10) days of the Company and are submitted presentation of appropriate documentation thereof, in accordance with any the Company's standard reimbursement policies and procedures. In addition to out-of-pocket expenses, the Company expense reimbursement policy, will pay Employee an hourly rate commensurate with his/her Salary (as may be in effect at the time. Employee understands and agrees that Employee is not otherwise entitled to any additional compensation for such cooperation, beyond the payments and consideration provided under Section 1.c of the Transition AgreementOfficial Termination Date) for reasonable services performed. Notwithstanding the foregoing, Employee understands must obtain Company’s advance written authorization before incurring any expense or performing any services for Company. The Parties agree that Company will have the sole discretion to determine the reasonableness of expenses incurred and agrees that or the nature or quantity of services performed pursuant to this paragraph. The failure by Employee to cooperate fully with the Company in accordance with this Section 6 requires Employee’s cooperation with will be a material breach of the Company, but is not intended terms of this Agreement which will result in all commitments of the Company to have any influence whatsoever on any specific outcome in any matter make Severance Period payments to Employee becoming null and Employee is expected at all times to provide truthful testimony and responses in connection with any matter.void. 12. Binding