Common use of Assistance with Claims Clause in Contracts

Assistance with Claims. The Executive agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive’s Termination Date, the Executive will assist the Company and its affiliates in defense of any claims that may be made against the Company or its affiliates and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to services performed by the Executive for the Company or its affiliates. The Executive agrees to promptly inform the Company if he becomes aware of any lawsuits involving such claims that may be filed against the Company or its affiliates. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation of the Company or its affiliates (or their actions) that may relate to services performed by the Executive for the Company or its affiliates, regardless of whether a lawsuit has then been filed against the Company or its affiliates with respect to such investigation. Any compensation payable to the Executive pursuant to this Section 11 for services provided to the Company shall be paid within ten days after the Executive provides the applicable services. To the extent that any reimbursements to be provided pursuant to this Section 11 are taxable to the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect to any expenses that are reimbursable pursuant to the preceding sentence, the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses shall not be subject to liquidation or exchange for any other benefit.

Assistance with Claims. The Executive agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive’s Termination Date, the Executive will assist the Company and its affiliates in defense of any claims that may be made against the Company or its affiliates and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to services performed by the Executive for the Company or its affiliates. The Executive agrees to promptly inform the Company if he becomes aware of any lawsuits involving such claims that may be filed against the Company or its affiliates. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation of the Company or its affiliates (or their actions) that may relate to services performed by the Executive for the Company or its affiliates, regardless of whether a lawsuit has then been filed against the Company or its affiliates with respect to such investigation. Any compensation payable to the Executive pursuant to this Section 11 paragraph 8 for services provided to the Company shall be paid within ten days after the Executive provides the applicable services. To the extent that any reimbursements to be provided pursuant to this Section 11 paragraph 8 are taxable to the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect to any expenses that are reimbursable pursuant to the preceding sentence, the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses shall not be subject to liquidation or exchange for any other benefit.

Assistance with Claims. The Executive agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive’s Termination DateDate of Termination, the Executive will assist the Company and its affiliates the Subsidiaries in defense of any claims that may be made against the Company or its affiliates and the Subsidiaries, and will assist the Company and its affiliates the Subsidiaries in the prosecution of any claims that may be made by the Company or its affiliatesthe Subsidiaries, to the extent that such claims may relate to services performed by the Executive for the Company or its affiliatesand the Subsidiaries (“Proceedings”). The Executive agrees to promptly inform the Company if he becomes aware of any lawsuits involving such claims that may be filed against the Company or its affiliatesany Subsidiary. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of his the Executive’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses and reasonable legal expenses; provided, however, that such expenses shall be reimbursed no later than March 15 of the year following the year in which they are incurred. If the amount of time spent by the Executive fulfilling his obligations under this section exceeds 20 hours, the Company shall pay the Executive an hourly rate for his time in fulfilling his obligations, which hourly rate shall be determined by dividing the Executive’s annual Base Salary when last employed by the Company by 1920, which payments shall be made in accordance with the normal payroll practices of the Company. The Executive shall choose his legal counsel in his reasonable sole discretion. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance, which compensation shall be paid within 30 days after the assistance is performed. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation of the Company or its affiliates the Subsidiaries (or their actions) that may relate to services performed by the Executive for the Company or its affiliatesthe Subsidiaries, regardless of whether a lawsuit has then been filed against the Company or its affiliates the Subsidiaries with respect to such investigation. Any compensation payable to The Executive agrees that the Executive pursuant to this Section 11 for services provided to shall testify truthfully in connection with any such Proceeding, shall cooperate with the Company shall be paid within ten days after the Executive provides the applicable services. To the extent in connection with every such Proceeding, and that any reimbursements to be provided pursuant to this Section 11 are taxable to the Executive, ’s duty of cooperation shall include an obligation to meet with the Company representatives and/or counsel concerning all such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible Proceedings for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect to any expenses that are reimbursable pursuant to the preceding sentence, the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurredsuch purposes, and at such mutually agreeable times and places, as the right Company reasonably requests and which do not unduly interfere with the Executive’s other personal and business commitments, and to reimbursement of appear for deposition and/or testimony upon the expenses shall not be subject to liquidation or exchange for any other benefitCompany’s request and without a subpoena.

Assistance with Claims. The Executive agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive’s Termination Date, the Executive will assist the Company and its affiliates in defense of any claims that may be made against to fully cooperate with the Company or its affiliates and will assist the Company and its affiliates any affiliate in the defense, prosecution or evaluation of any pending or potential claims that may be made by or proceedings involving or affecting the Company or its affiliates, any affiliate arising during the period of the Executive's employment with the Company (the "Employment Period") or relating to the extent that such claims may relate to services performed by any decisions in which the Executive for participated or any matter of which the Company or its affiliatesExecutive had knowledge. The Executive agrees agrees, unless precluded by law, to promptly inform the Company if he becomes aware of the Executive is asked to participate (or otherwise become involved) in any lawsuits involving such claims that may be filed against the Company or its affiliates. The Company agrees to provide legal counsel any affiliate relating to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistanceEmployment Period. The Executive also agrees agrees, unless precluded by law, to promptly inform the Company if he the Executive is asked to assist in any investigation (whether governmental or private) of the Company or its affiliates any affiliate (or their actions) that may relate relating to services performed by the Executive for the Company or its affiliatesany matter, regardless of whether a lawsuit has then been filed against the Company or its affiliates any affiliate with respect to such investigation. Any compensation payable to Specifically and without limitation, the Executive pursuant to this Section 11 for services provided to will attend and participate in meetings and interviews conducted by Company personnel, and/or attorneys appointed by the Company shall and may be paid within ten days represented by counsel who may attend such meetings and interviews, and execute written affidavits confirming the Executive's statements in such meetings in respect of any such matters; provided such meetings do not unreasonably interfere with the Executive's employment or self-employment entered into after the Separation Date. The Executive provides will make himself available for the applicable servicesforegoing at mutually convenient times during business hours from time to time as reasonably requested by the Company. To Promptly upon the extent receipt of the Executive's written request, the Company agrees to reimburse the Executive for all reasonable out-of-pocket expenses associated with such cooperation, including, without limitation, meals, lodging, travel, and ground transportation expenses; provided, however, subject to Paragraph 13 of this Agreement, that such reimbursement shall specifically exclude any reimbursements to be provided pursuant to this Section 11 are taxable to fees for legal representation engaged by the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect to any expenses that are is not otherwise reimbursable pursuant to the preceding sentence, Company's policies in effect at such time or the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses Company's By-Laws. This Paragraph 7 shall not be subject preclude the Executive from responding to liquidation or exchange for any other benefitan inquiry in an honest manner.

Assistance with Claims. The Executive agrees thatto cooperate fully with the Company or any affiliate in the defense, for prosecution or evaluation of any pending or potential claims or proceedings involving or affecting the Company or any affiliate arising during the period beginning on the Effective Date, and continuing for a reasonable period after of the Executive’s Termination Date, employment with the Company (the “Employment Period”) or relating to any decisions in which the Executive will assist the Company and its affiliates in defense participated or any matter of any claims that may be made against the Company or its affiliates and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to services performed by which the Executive for the Company or its affiliateshad knowledge. The Executive agrees agrees, unless precluded by law, to promptly inform the Company if he becomes aware of the Executive is asked to participate (or otherwise become involved) in any lawsuits involving such claims that may be filed against the Company or its affiliates. The Company agrees to provide legal counsel any affiliate relating to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistanceEmployment Period. The Executive also agrees agrees, unless precluded by law, to promptly inform the Company if he the Executive is asked to assist in any investigation (whether governmental or private) of the Company or its affiliates any affiliate (or their actions) that may relate relating to services performed by the Executive for the Company or its affiliatesany matter, regardless of whether a lawsuit has then been filed against the Company or its affiliates any affiliate with respect to such investigation. Any compensation payable to Specifically and without limitation, the Executive pursuant to this Section 11 for services provided to will attend and participate in meetings and interviews conducted by Company personnel, and/or attorneys appointed by the Company shall and may be paid within ten days represented by counsel who may attend such meetings and interviews, and execute written affidavits confirming the Executive’s statements in such meetings in respect of any such matters; provided such meetings do not unreasonably interfere with the Executive’s employment or self-employment entered into after the Separation Date. The Executive provides will make himself available for the applicable servicesforegoing at mutually convenient times during business hours from time to time as reasonably requested by the Company. To Promptly upon the extent that any reimbursements to be provided pursuant to this Section 11 are taxable to receipt of the Executive’s written request, such reimbursements shall be paid the Company agrees to reimburse the Executive only if (a) for all reasonable out-of-pocket expenses associated with such cooperation, including, without limitation, meals, lodging, travel, ground transportation expenses and reasonable attorneys’ fees for representation where there is no actual conflict of interest with the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination DateCompany. With respect to any expenses that are reimbursable pursuant to the preceding sentence, the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses This Paragraph 7 shall not be subject preclude the Executive from responding to liquidation or exchange for any other benefitan inquiry in an honest manner.

Assistance with Claims. The Executive agrees that, for the period beginning on the Effective Date, and continuing You agree that for a reasonable period period, not less than two years after the Executive’s Termination Dateyour Date of Termination, the Executive you will assist the Company and its affiliates the Subsidiaries in the defense of any claims that may be made against the Company or its affiliates and the Subsidiaries, and will assist the Company and its affiliates the Subsidiaries in the prosecution of any claims that may be made by the Company or its affiliatesthe Subsidiaries, to the extent that such claims may relate to services performed by the Executive you for the Company or its affiliatesand the Subsidiaries. The Executive Company agrees to promptly inform that for a reasonable period, not less than two years after your Date of Termination, the Company if he becomes aware will cooperate with you in the defense of any lawsuits involving such claims that may be filed made against you, to the extent that such claims may relate to services performed by you for the Company or its affiliatesand the Subsidiaries. The Company agrees to provide to you legal counsel reasonably acceptable to the Executive you in connection with such assistance (to the extent legally permitted), and to reimburse the Executive you for all of his your reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive’s your employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive you for such assistance. The Executive You also agrees agree to promptly inform the Company if he is you are asked to assist in any external investigation of the Company or its affiliates the Subsidiaries (or their actions) that may relate to services performed by the Executive you for the Company or its affiliatesthe Subsidiaries, regardless of whether a lawsuit has then been filed against the Company or its affiliates the Subsidiaries with respect to such investigation, unless such disclosure would violate a law, regulation or governmental restriction. Any compensation payable The Company also agrees to the Executive pursuant to this Section 11 for services provided to promptly inform you if the Company shall be paid within ten days after or any Subsidiary or any of their officers are asked to assist in any external investigation of you (or your actions) that may relate to services performed by you for the Executive provides the applicable services. To the extent that Company or any reimbursements to be provided pursuant to this Section 11 are taxable to the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With Subsidiaries, regardless of whether a lawsuit has been filed against you with respect to any expenses that are reimbursable pursuant to the preceding sentencesuch investigation, the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar yearunless such disclosure would violate a law, the reimbursement of an eligible expense shall be made on regulation or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses shall not be subject to liquidation or exchange for any other benefitgovernmental restriction.

Assistance with Claims. The Executive agrees thatto cooperate fully with the Company or any affiliate in the defense, for prosecution or evaluation of any pending or potential claims or proceedings involving or affecting the Company or any affiliate arising during the period beginning on the Effective Date, and continuing for a reasonable period after of the Executive’s Termination Date, employment with the Company (the “Employment Period”) or relating to any decisions in which the Executive will assist the Company and its affiliates in defense participated or any matter of any claims that may be made against the Company or its affiliates and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to services performed by which the Executive for the Company or its affiliateshad knowledge. The Executive agrees agrees, unless precluded by law, to promptly inform the Company if he becomes aware of the Executive is asked to participate (or otherwise become involved) in any lawsuits involving such claims that may be filed against the Company or its affiliates. The Company agrees to provide legal counsel any affiliate relating to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistanceEmployment Period. The Executive also agrees agrees, unless precluded by law, to promptly inform the Company if he the Executive is asked to assist in any investigation (whether governmental or private) of the Company or its affiliates any affiliate (or their actions) that may relate relating to services performed by the Executive for the Company or its affiliatesany matter, regardless of whether a lawsuit has then been filed against the Company or its affiliates any affiliate with respect to such investigation. Any compensation payable to Specifically and without limitation, the Executive pursuant to this Section 11 for services provided to will attend and participate in meetings and interviews conducted by Company personnel, and/or attorneys appointed by the Company shall and may be paid within ten days represented by counsel who may attend such meetings and interviews, and execute written affidavits confirming the Executive’s statements in such meetings in respect of any such matters; provided such meetings do not unreasonably interfere with the Executive’s employment or self-employment entered into after the Separation Date. The Executive provides will make himself available for the applicable servicesforegoing at mutually convenient times during business hours from time to time as reasonably requested by the Company. To Promptly upon the extent receipt of the Executive’s written request, the Company agrees to reimburse the Executive for all reasonable out-of-pocket expenses associated with such cooperation, including, without limitation, meals, lodging, travel, and ground transportation expenses; provided, however, subject to Paragraph 13 of this Agreement, that such reimbursement shall specifically exclude any reimbursements to be provided pursuant to this Section 11 are taxable to fees for legal representation engaged by the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect to any expenses that are is not otherwise reimbursable pursuant to the preceding sentence, Company’s policies in effect at such time or the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses Company’s By-Laws. This Paragraph 7 shall not be subject preclude the Executive from responding to liquidation or exchange for any other benefitan inquiry in an honest manner.

Assistance with Claims. The Executive Employee agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive’s Termination Date, the Executive will assist the Company and its affiliates in defense of any claims that may be made against to cooperate with the Company or its affiliates and will assist the Company and its affiliates any affiliate in the defense, prosecution or evaluation of any pending or potential claims that may be made by or proceedings involving or effecting the Company or its affiliates, to any affiliate during the extent that such claims may relate to services performed by the Executive for period of Employee's employment with the Company (the "Employment Period") or its affiliatesrelating to any decisions in which Employee participated or any matter of which Employee had knowledge. The Executive agrees Employee agrees, unless precluded by law, to promptly inform the Company if he becomes aware of is asked to participate (or otherwise become involved) in any lawsuits involving such claims that may be filed against the Company or its affiliates. The Company agrees to provide legal counsel any affiliate relating to the Executive in connection with such assistance (to the extent legally permitted)Employment Period. Employee also agrees, and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistanceunless precluded by law, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation (whether governmental or private) of the Company or its affiliates any affiliate (or their actions) that may relate relating to services performed by any matter occurring during the Executive for the Company or its affiliatesEmployment Period, regardless of whether a lawsuit has then been filed against the Company or its affiliates any affiliate with respect to such investigation. Any compensation payable Specifically and without limitation, Employee will attend and participate in meetings and interviews conducted by Company personnel, and/or -4- <PAGE> attorneys appointed by the Company, and execute written affidavits confirming Employee's statements in such meetings in respect of any such matters. Employee will make himself available for the foregoing at mutually convenient times during business hours from time to time as reasonably requested by the Executive pursuant to this Section 11 for services provided to Company. Promptly upon the receipt of the Employee's written request, the Company shall be paid within ten days after agrees to reimburse the Executive provides the applicable servicesEmployee for all reasonable out-of-pocket expenses associated with such cooperation, including travel expenses. To the extent that any reimbursements to be provided pursuant to this Section 11 are taxable to the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect to any expenses that are reimbursable pursuant to the preceding sentence, the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses This paragraph 14 shall not be subject preclude the Employee from responding to liquidation or exchange for any other benefitan inquiry in an honest manner. 15.

Assistance with Claims. The Executive agrees You agree that, for the period beginning on the Effective your Termination Date, and continuing for a reasonable time thereafter (but for a period of not less than 24 months after the Executive’s your Termination Date), the Executive you will assist the Company and its affiliates Affiliates in the defense of any claims that may be made against the Company or and its affiliates Affiliates, and will assist the Company and its affiliates Affiliates in the prosecution of any claims that may be made by the Company or its affiliatesany Affiliate, to the extent that such claims may relate to services performed by the Executive you for the Company or its affiliatesAffiliates. The Executive agrees Company will consult with you, and make reasonable efforts to schedule such assistance so as not to materially disrupt your business and personal affairs. You agree, unless precluded by law, to promptly inform the Company if he becomes aware of you are asked to participate (or otherwise become involved) in any lawsuits involving such claims that may be filed against the Company or its affiliatesany Affiliate. You also agree, unless precluded by law, to promptly inform the Company if you are asked to assist in any investigation (whether governmental or private) of the Company or any Affiliate (or their actions) that may relate to services performed by you for the Company or any Affiliate, regardless of whether a lawsuit has then been filed against the Company or any Affiliate with respect to such investigation. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive you for all of his your reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation determination of the Company or its affiliates (or their actions) that may relate to services performed by the Executive for the Company or its affiliates, regardless reasonableness of whether a lawsuit has then been filed against the Company or its affiliates with respect to such investigation. Any compensation payable to the Executive pursuant to this Section 11 for services shall take into account information provided to the Company shall be paid within ten days after the Executive provides the applicable services. To the extent that any reimbursements to be provided pursuant to this Section 11 are taxable by you or otherwise known to the ExecutiveCompany, such reimbursements shall be paid to the Executive only if which may include, without limitation, (a) your rate of compensation at the expenses time you ceased employment with the Company, and whether your are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of then receiving other compensation payments from the expenses that are eligible for reimbursement and Company; (b) your rate of compensation at the expenses are incurred within two years following the Termination Date. With respect to any expenses that are reimbursable pursuant to the preceding sentence, time of such cooperation; (c) the amount of time required of you for such cooperation; (d) difficulty of the expenses that are eligible for reimbursement during one calendar year may not affect issues as to which the cooperation is required; (e) the amount of reimbursements inconvenience to be provided in any subsequent calendar yearyou resulting from such cooperation (including consideration of factors such as the amount of travel required of you, the reimbursement of an eligible expense shall be made effect on or before the last day of the calendar year following the calendar year in which the expense was incurredyour other commitments, and the right amount of advance notice provided to reimbursement you); and (f) whether such cooperation would be legally required in the absence of the expenses shall not be subject to liquidation or exchange for any other benefitrequirements of this paragraph 4.

Assistance with Claims. The Executive agrees thatto cooperate with the Company or any affiliate in the defense, for prosecution or evaluation of any pending or potential claims or proceedings involving or affecting the Company or any affiliate arising during the period beginning on the Effective Date, and continuing for a reasonable period after of the Executive’s Termination Date, employment with the Company (the “Employment Period”) or relating to any decisions in which the Executive will assist the Company and its affiliates in defense participated or any matter of any claims that may be made against the Company or its affiliates and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to services performed by which the Executive for the Company or its affiliateshad knowledge. The Executive agrees agrees, unless precluded by law, to promptly inform the Company if he becomes aware of the Executive is asked to participate (or otherwise become involved) in any lawsuits involving such claims that may be filed against the Company or its affiliates. The Company agrees to provide legal counsel any affiliate relating to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistanceEmployment Period. The Executive also agrees agrees, unless precluded by law, to promptly inform the Company if he the Executive is asked to assist in any investigation (whether governmental or private) of the Company or its affiliates any affiliate (or their actions) that may relate relating to services performed by the Executive for the Company or its affiliatesany matter, regardless of whether a lawsuit has then been filed against the Company or its affiliates any affiliate with respect to such investigation. Any compensation payable to Specifically and without limitation, the Executive pursuant to this Section 11 for services provided to will attend and participate in meetings and interviews conducted by Company personnel, and/or attorneys appointed by the Company shall and may be paid within ten days represented by counsel who may attend such meetings and interviews, and execute written affidavits confirming the Executive’s statements in such meetings in respect of any such matters; provided such meetings do not unreasonably interfere with the Executive’s employment or self-employment entered into after the Separation Date. The Executive provides will make herself available for the applicable servicesforegoing at mutually convenient times during business hours from time to time as reasonably requested by the Company. To Promptly upon the extent receipt of the Executive’s written request, the Company agrees to reimburse the Executive for all reasonable out-of-pocket expenses associated with such cooperation, including, without limitation, meals, lodging, travel, and ground transportation expenses; provided, however, subject to Section 16(k) of this Agreement, that such reimbursement shall specifically exclude any reimbursements to be provided pursuant to this Section 11 are taxable to fees for legal representation engaged by the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect to any expenses that are is not otherwise reimbursable pursuant to the preceding sentence, Company’s policies in effect at such time or the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses Company’s By-Laws. This Paragraph 9 shall not be subject preclude the Executive from responding to liquidation or exchange for any other benefitan inquiry in an honest manner.

Assistance with Claims. The Executive agrees that, for the period beginning on the Effective Employment Commencement Date, and continuing for a reasonable period after the Executive’s Termination DateDate of Termination, the Executive will shall assist the Company and its affiliates the Subsidiaries in defense of any claims that may be made against the Company or its affiliates and will the Subsidiaries, and shall assist the Company and its affiliates the Subsidiaries in the prosecution of any claims that may be made by the Company or its affiliatesthe Subsidiaries, to the extent that such claims may relate to services performed by the Executive for the Company or its affiliatesand the Subsidiaries (“Proceedings”). The Executive agrees to promptly inform the Company if he she becomes aware of any lawsuits involving such claims that may be filed against the Company or its affiliatesany Subsidiary. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of his the Executive’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses and reasonable legal expenses; provided, however, that such expenses shall be reimbursed no later than March 15 of the year following the year in which they are incurred. If the amount of time spent by the Executive fulfilling her obligations under this section exceeds 20 hours, the Company shall pay the Executive an hourly rate for her time in fulfilling her obligations, which hourly rate shall be determined by dividing the Executive’s annual Salary when last employed by the Company by 1920, which payments shall be made in accordance with the normal payroll practices of the Company. The Executive shall choose her legal counsel in her reasonable sole discretion. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance, which compensation shall be paid within 30 days after the assistance is performed. The Executive also agrees to promptly inform the Company if he she is asked to assist in any investigation of the Company or its affiliates the Subsidiaries (or their actions) that may relate to services performed by the Executive for the Company or its affiliatesthe Subsidiaries, regardless of whether a lawsuit has then been filed against the Company or its affiliates the Subsidiaries with respect to such investigation. Any compensation payable to The Executive agrees that the Executive pursuant to this Section 11 for services provided to shall testify truthfully in connection with any such Proceeding, shall cooperate with the Company shall be paid within ten days after the Executive provides the applicable services. To the extent in connection with every such Proceeding, and that any reimbursements to be provided pursuant to this Section 11 are taxable to the Executive, ’s duty of cooperation shall include an obligation to meet with the Company representatives and/or counsel concerning all such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible Proceedings for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect to any expenses that are reimbursable pursuant to the preceding sentence, the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurredsuch purposes, and at such mutually agreeable times and places, as the right Company reasonably requests and which do not unduly interfere with the Executive’s other personal and business commitments, and to reimbursement of appear for deposition and/or testimony upon the expenses shall not be subject to liquidation or exchange for any other benefitCompany’s request and without a subpoena.

Assistance with Claims. The Executive Employee agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive’s Termination Date, the Executive will assist the Company and its affiliates in defense of any claims that may be made against to cooperate with the Company or its affiliates and will assist the Company and its affiliates any affiliate in the defense, prosecution or evaluation of any pending or potential claims that may be made by or proceedings involving or affecting the Company or its affiliates, to any affiliate arising during the extent that such claims may relate to services performed by the Executive for period of Employee’s employment with the Company (the “Employment Period”) or its affiliatesrelating to any decisions in which the Employee participated or any matter of which the Employee had knowledge. The Executive agrees Employee agrees, unless precluded by law, to promptly inform the Company if he becomes aware of the Employee is asked to participate (or otherwise become involved) in any lawsuits involving such claims that may be filed against the Company or its affiliatesany affiliate relating to the Employment Period. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted)Employee also agrees, and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistanceunless precluded by law, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he the Employee is asked to assist in any investigation (whether governmental or private) of the Company or its affiliates any affiliate (or their actions) that may relate relating to services performed by the Executive for the Company or its affiliatesany matter, regardless of whether a lawsuit has then been filed against the Company or its affiliates any affiliate with respect to such investigation. Any compensation payable to the Executive pursuant to this Section 11 for services provided to Employee will attend and participate in meetings and interviews conducted by Company personnel, and/or attorneys appointed by the Company shall and may be paid within ten days represented by counsel who may attend such meetings and interviews, and execute written affidavits confirming the Employee’s statements in such meetings in respect of any such matters; provided such meetings do not unreasonably interfere with the Employee’s employment or self-employment entered into after the Executive provides Separation Date. The Employee will make himself available for the applicable servicesforegoing at mutually convenient times during business hours from time to time as reasonably requested by the Company. To Promptly upon the extent that any reimbursements to be provided pursuant to this Section 11 are taxable to the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition receipt of the Employee’s written request, the Company agrees to reimburse the Employee for all reasonable out-of-pocket expenses associated with such cooperation, including, without limitation, meals, lodging, travel, and ground transportation expenses; provided, however, subject to Section 11(k) of this Agreement, that are eligible such reimbursement shall specifically exclude any fees for reimbursement and (b) legal representation engaged by the expenses are incurred within two years following the Termination Date. With respect to any expenses Employee, that are is not otherwise reimbursable pursuant to the preceding sentence, Company’s policies in effect at such time or the amount Company’s By-Laws. The Employee will be indemnified for such matters as any other former Officer of the expenses that are eligible for reimbursement during one calendar year may not affect Company is indemnified pursuant to the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses Company By-Laws. This Section 6 shall not be subject preclude the Employee from responding to liquidation or exchange for any other benefitan inquiry in an honest manner.

Assistance with Claims. The Executive Employee agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive’s Termination Date, the Executive will assist the Company and its affiliates in defense of any claims that may be made against to cooperate with the Company or its affiliates and will assist the Company and its affiliates any affiliate in the defense, prosecution or evaluation of any pending or potential claims that may be made by or proceedings involving or effecting the Company or its affiliates, to any affiliate arising during the extent that such claims may relate to services performed by the Executive for period of Employee’s employment with the Company (the “Employment Period”) or its affiliatesrelating to any decisions in which the Employee participated or any matter of which the Employee had knowledge. The Executive agrees Employee agrees, unless precluded by law, to promptly inform the Company if he becomes aware of is asked to participate (or otherwise become involved) in any lawsuits involving such claims that may be filed against the Company or its affiliatesany affiliate relating to the Employment Period. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted)Employee also agrees, and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistanceunless precluded by law, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation (whether governmental or private) of the Company or its affiliates any affiliate (or their actions) that may relate relating to services performed by the Executive for the Company or its affiliatesany matter, regardless of whether a lawsuit has then been filed against the Company or its affiliates any affiliate with respect to such investigation. Any compensation payable to Specifically and without limitation, the Executive pursuant to this Section 11 for services provided to Employee will attend and participate in meetings and interviews conducted by Company personnel, and/or attorneys appointed by the Company shall and may be paid within ten days represented by counsel who may attend such meetings and interviews, and execute written affidavits confirming the Employee’s statements in such meetings in respect of any such matters; provided such meetings do not unreasonably interfere with the Employee’s full-time employment or self-employment entered into after the Executive provides the applicable services. To the extent that any reimbursements to be provided pursuant to this Section 11 are taxable to the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect The Employee will make himself available for the foregoing at mutually convenient times during business hours from time to time as reasonably requested by the Company. Promptly upon the receipt of the Employee’s written request, the Company agrees to reimburse the Employee for all reasonable out-of-pocket expenses associated with such cooperation, including, without limitation, meals, lodging, travel and ground transportation expenses; provided, however, subject to Section 17(k) of this Agreement, that such reimbursement shall specifically exclude any expenses fees for legal representation engaged by the Employee, that are is not otherwise reimbursable pursuant to the preceding sentence, Company’s policies in effect at such time or the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses Company’s By-Laws. This Paragraph 10 shall not be subject preclude the Employee from responding to liquidation or exchange for any other benefitan inquiry in an honest manner.

Assistance with Claims. The Executive agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive’s Termination Date, the Executive will assist the Company and its affiliates in defense of any claims that may be made against to cooperate with the Company or its affiliates and will assist the Company and its affiliates any affiliate in the defense, prosecution or evaluation of any pending or potential claims that may be made by or proceedings involving or affecting the Company or its affiliates, any affiliate arising during the period of the Executive's employment with the Company (the "Employment Period") or relating to the extent that such claims may relate to services performed by any decisions in which the Executive for participated or any matter of which the Company or its affiliatesExecutive had knowledge. The Executive agrees agrees, unless precluded by law, to promptly inform the Company if he becomes aware of the Executive is asked to participate (or otherwise become involved) in any lawsuits involving such claims that may be filed against the Company or its affiliates. The Company agrees to provide legal counsel any affiliate relating to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistanceEmployment Period. The Executive also agrees agrees, unless precluded by law, to promptly inform the Company if he the Executive is asked to assist in any investigation (whether governmental or private) of the Company or its affiliates any affiliate (or their actions) that may relate relating to services performed by the Executive for the Company or its affiliatesany matter, regardless of whether a lawsuit has then been filed against the Company or its affiliates any affiliate with respect to such investigation. Any compensation payable to Specifically and without limitation, the Executive pursuant to this Section 11 for services provided to will attend and participate in meetings and interviews conducted by Company personnel, and/or attorneys appointed by the Company shall and may be paid within ten days represented by counsel who may attend such meetings and interviews, and execute written affidavits confirming the Executive's statements in such meetings in respect of any such matters; provided such meetings do not unreasonably interfere with the Executive's employment or self-employment entered into after the Separation Date. The Executive provides will make himself available for the applicable servicesforegoing at mutually convenient times during business hours from time to time as reasonably requested by the Company. To Promptly upon the extent receipt of the Executive's written request, the Company agrees to reimburse the Executive for all reasonable out-of-pocket expenses associated with such cooperation, including, without limitation, meals, lodging, travel, and ground transportation expenses; provided, however, subject to Section 15(k) of this Agreement, that such reimbursement shall specifically exclude any reimbursements to be provided pursuant to this Section 11 are taxable to fees for legal representation engaged by the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect to any expenses that are is not otherwise reimbursable pursuant to the preceding sentence, Company's policies in effect at such time or the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses Company's By-Laws. This Paragraph 8 shall not be subject preclude the Executive from responding to liquidation or exchange for any other benefitan inquiry in an honest manner.

Assistance with Claims. The Executive agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive’s Termination Date's Date of Termination, the Executive will assist provide reasonable assistance to the Company and its affiliates the Subsidiaries in defense of any claims that may be made against the Company or its affiliates and the Subsidiaries, and will assist provide reasonable assistance to the Company the Subsidiaries in the prosecution of any claims that may be made by the Company and its affiliates the Subsidiaries in the prosecution of any claims that may be made by the Company or its affiliatesthe Subsidiaries, to the extent that such claims may relate to services performed by the Executive for the Company or its affiliatesand the Subsidiaries. The Executive agrees to promptly inform the Company if he becomes aware of any lawsuits involving such claims that may be filed against the Company or its affiliatesany Subsidiary. The 18 Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of his the Executive's reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive’s 's employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation of the Company or its affiliates the Subsidiaries (or their actions) that may relate to services performed by the Executive for the Company or its affiliatesthe Subsidiaries, regardless of whether a lawsuit has then been filed against the Company or its affiliates the Subsidiaries with respect to such investigation. Any compensation payable to the Executive pursuant to For any required assistance under this Section 11 for services provided to paragraph, the Company shall be paid within ten days after take into consideration the Executive's then current employment situation and all other relevant personal factors as presented by the Executive provides in order to determine what is reasonable in the applicable services. To the extent that any reimbursements to be provided pursuant to this Section 11 are taxable to the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect to any expenses that are reimbursable pursuant to the preceding sentence, the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses shall not be subject to liquidation or exchange for any other benefitgiven circumstances.

Assistance with Claims. The Executive Employee agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive’s Termination Date, the Executive will assist the Company and its affiliates in defense of any claims that may be made against to cooperate with the Company or its affiliates and will assist the Company and its affiliates any affiliate in the defense, prosecution or evaluation of any pending or potential claims that may be made by or proceedings involving or affecting the Company or its affiliates, to any affiliate arising during the extent that such claims may relate to services performed by the Executive for period of Employee's employment with the Company (the "Employment Period") or its affiliatesrelating to any decisions in which the Employee participated or any matter of which the Employee had knowledge. The Executive agrees Employee agrees, unless precluded by law, to promptly inform the Company if he becomes aware of is asked to participate (or otherwise become involved) in any lawsuits involving such claims that may be filed against the Company or its affiliatesany affiliate relating to the Employment Period. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted)Employee also agrees, and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistanceunless precluded by law, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation (whether governmental or private) of the Company or its affiliates any affiliate (or their actions) that may relate relating to services performed by the Executive for the Company or its affiliatesany matter, regardless of whether a lawsuit has then been filed against the Company or its affiliates any affiliate with respect to such investigation. Any compensation payable to Specifically and without limitation, the Executive pursuant to this Section 11 for services provided to Employee will attend and participate in meetings and interviews conducted by Company personnel, and/or attorneys appointed by the Company shall and may be paid within ten days represented by counsel who may attend such meetings and interviews, and execute written affidavits confirming the Employee's statements in such meetings in respect of any such matters; provided such meetings do not unreasonably interfere with the Employee's employment or self- employment entered into after the Executive provides the applicable services. To the extent that any reimbursements to be provided pursuant to this Section 11 are taxable to the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect The Employee will make himself available for the foregoing at mutually convenient times during business hours from time to time as reasonably requested by the Company. Promptly upon the receipt of the Employee's written request, the Company agrees to reimburse the Employee for all reasonable out- of-pocket expenses associated with such cooperation, including, without limitation, meals, lodging, travel, and ground transportation expenses; provided, however, subject to Section 16(k) of this Agreement, that such reimbursement shall specifically exclude any expenses fees for legal representation engaged by the Employee, that are is not otherwise reimbursable pursuant to the preceding sentence, Company's policies in effect at such time or the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses Company's By-Laws. This Paragraph 9 shall not be subject preclude the Employee from responding to liquidation or exchange for any other benefitan inquiry in an honest manner.

Assistance with Claims. The Executive Employee agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive’s Termination Date, the Executive will assist the Company and its affiliates in defense of any claims that may be made against to cooperate with the Company or its affiliates and will assist the Company and its affiliates any affiliate in the defense, prosecution or evaluation of any pending or potential claims that may be made by or proceedings involving or affecting the Company or its affiliates, to any affiliate arising during the extent that such claims may relate to services performed by the Executive for period of Employee's employment with the Company (the "Employment Period") or its affiliatesrelating to any decisions in which the Employee participated or any matter of which the Employee had knowledge. The Executive agrees Employee agrees, unless precluded by law, to promptly inform the Company if he becomes aware of is asked to participate (or otherwise become involved) in any lawsuits involving such claims that may be filed against the Company or its affiliatesany affiliate relating to the Employment Period. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted)Employee also agrees, and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistanceunless precluded by law, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation (whether governmental or private) of the Company or its affiliates any affiliate (or their actions) that may relate relating to services performed by the Executive for the Company or its affiliatesany matter, regardless of whether a lawsuit has then been filed against the Company or its affiliates any affiliate with respect to such investigation. Any compensation payable to Specifically and without limitation, the Executive pursuant to this Section 11 for services provided to Employee will attend and participate in meetings and interviews conducted by Company personnel, and/or attorneys appointed by the Company shall and may be paid within ten days represented by counsel who may attend such meetings and interviews, and execute written affidavits confirming the Employee's statements in such meetings in respect of any such matters; provided such meetings do not unreasonably interfere with the Employee's employment or self- employment entered into after the Executive provides the applicable services. To the extent that any reimbursements to be provided pursuant to this Section 11 are taxable to the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect The Employee will make himself available for the foregoing at mutually convenient times during business hours from time to time as reasonably requested by the Company. Promptly upon the receipt of the Employee's written request, the Company agrees to reimburse the Employee for all reasonable out- of-pocket expenses associated with such cooperation, including, without limitation, meals, lodging, travel, and ground transportation expenses; provided, however, subject to Section 16(k) of this Agreement, that such reimbursement shall specifically exclude any expenses fees for legal representation engaged by the Employee, that are is not otherwise reimbursable pursuant to the preceding sentence, Company's policies in effect at such time or the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses Company's By-Laws. This Paragraph 10 shall not be subject preclude the Employee from responding to liquidation or exchange for any other benefitan inquiry in an honest manner.

Assistance with Claims. The Executive Employee agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive’s Termination Date, the Executive will assist the Company and its affiliates in defense of any claims that may be made against to cooperate with the Company or its affiliates and will assist the Company and its affiliates any affiliate in the defense, prosecution or evaluation of any pending or potential claims that may be made by or proceedings involving or affecting the Company or its affiliates, to any affiliate during the extent that such claims may relate to services performed by period of the Executive for Employee’s employment with the Company (the “Employment Period”) or its affiliatesrelating to any decisions in which Employee participated or any matter of which Employee had knowledge. The Executive agrees Employee agrees, unless precluded by law, to promptly inform the Company if he becomes aware of is asked to participate (or otherwise become involved) in any lawsuits involving such claims that may be filed against the Company or its affiliatesany affiliate relating to the Employment Period. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted)Employee also agrees, and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistanceunless precluded by law, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation (whether governmental or private) of the Company or its affiliates any affiliate (or their actions) that may relate relating to services performed by any matter occurring during the Executive for the Company or its affiliatesEmployment Period, regardless of whether a lawsuit has then been filed against the Company or its affiliates any affiliate with respect to such investigation. Any compensation payable to Specifically and without limitation, the Executive pursuant to this Section 11 for services provided to Employee will attend and participate in meetings and interviews conducted by Company personnel, and/or attorneys appointed by the Company shall and may be paid within ten days represented by counsel who may attend such meetings and interviews, and execute written affidavits confirming the Employee’s statements in such meetings in respect of any such matters; provided, that such meetings do not interfere with Employee’s full-time employment or self-employment entered into after the Executive provides the applicable services. To the extent that any reimbursements to be provided pursuant to this Section 11 are taxable to the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect The Employee will make himself available for the foregoing at mutually convenient times during business hours from time to any expenses that are reimbursable pursuant to time as reasonably requested by the preceding sentenceCompany. Promptly upon the receipt of the Employee’s written request, the amount of Company agrees to reimburse the Employee for all reasonable out-of-pocket expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses associated with such cooperation (including reasonable legal fees). This paragraph shall not be subject preclude the Employee from responding to liquidation or exchange for any other benefitan inquiry in an honest manner.

Assistance with Claims. The Executive Employee agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive’s Termination Date, the Executive will assist the Company and its affiliates in defense of any claims that may be made against to cooperate with the Company or its affiliates and will assist the Company and its affiliates any affiliate in the defense, prosecution or evaluation of any pending or potential claims that may be made by or proceedings involving or effecting the Company or its affiliates, to any affiliate during the extent that such claims may relate to services performed by the Executive for period of Employee’s employment with the Company (the “Employment Period”) or its affiliatesrelating to any decisions in which Employee participated or any matter of which Employee had knowledge. The Executive agrees Employee agrees, unless precluded by law, to promptly inform the Company if he becomes aware of is asked to participate (or otherwise become involved) in any lawsuits involving such claims that may be filed against the Company or its affiliates. The Company agrees to provide legal counsel any affiliate relating to the Executive in connection with such assistance (to the extent legally permitted)Employment Period. Employee also agrees, and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistanceunless precluded by law, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation (whether governmental or private) of the Company or its affiliates any affiliate (or their actions) that may relate relating to services performed by any matter occurring during the Executive for the Company or its affiliatesEmployment Period, regardless of whether a lawsuit has then been filed against the Company or its affiliates any affiliate with respect to such investigation. Any compensation payable to the Executive pursuant to this Section 11 for services provided to Specifically and without limitation, Employee will attend and participate in meetings and interviews conducted by Company personnel, and/or attorneys appointed by the Company shall and may be paid within ten days represented by counsel who may attend such meetings and interviews, and execute written affidavits confirming Employee’s statements in such meetings in respect of any such matters; provided such meetings do not unreasonably interfere with Employees full-time employment or self-employment entered into after the Executive provides the applicable services. To the extent that any reimbursements to be provided pursuant to this Section 11 are taxable to the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect Employee will make himself available for the foregoing at mutually convenient times during business hours from time to time as reasonably requested by the Company. Promptly upon the receipt of the Employee’s written request, the Company agrees to reimburse the Employee for all reasonable out-of-pocket expenses associated with such cooperation, including, without limitation, meals, lodging, travel and ground transportation expenses; provided, however, that such reimbursement shall specifically exclude any expenses fees for legal representation engaged by Employee, that are is not otherwise reimbursable pursuant to the preceding sentence, Company’s policies in effect at such time or the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses Company’s By-Laws. This paragraph 14 shall not be subject preclude the Employee from responding to liquidation or exchange for any other benefitan inquiry in an honest manner.