Common use of Future Conduct Clause in Contracts

Future Conduct. 1. Company and Employee each agree that they hold the other in esteem and each agrees not to make disparaging comments about the other. Company and Employee further agree that each will not engage in any other conduct that would otherwise harm the reputation or good will of Company or its management or Employee. 2. Employee agrees to cooperate fully with Company, including its attorneys or accountants, in connection with any potential or actual litigation, or other real or potential disputes, which directly or indirectly involves Company. Employee agrees to be reasonably available to appear as a witness and be reasonably available to attend depositions, consultations, or meetings regarding litigation or potential litigation as requested by Company. Company acknowledges that these efforts, if necessary, will impose on Employee’s time and would likely interfere with other commitments Employee may have in the future. Consequently, Company shall attempt to schedule such depositions, consultations, or meetings in coordination with Employee’s schedule, but Employee recognizes that scheduling of certain court proceedings, including depositions, may be beyond Company’s control. Company agrees to compensate Employee for Employee’s time hereunder at a rate equal to $100.00 per hour for actual time spent traveling to and from and attending such depositions, consultations, or meetings, not to include ancillary time spent at hotels and related locations during evenings between proceedings. Company also agrees to reimburse Employee for the out-of-pocket expenditures actually and reasonably incurred by Employee in connection with the performance of the services contemplated by this Section IV, including hotel accommodations, air fare transportation, and meals, consistent with Company’s generally-applicable expense reimbursement policies. It is expressly understood by the parties that any compensation paid by Company to Employee under this Section IV shall be in exchange for Employee’s time only and is not agreed, intended, or understood to be dependent upon the character or content of any information Employee discloses in good faith in any such proceedings, consultations, or meetings.

Future Conduct. 1. Company and Employee each agree that they hold the other in esteem and each ▇▇▇▇▇▇ agrees not to make disparaging comments about the other. Company and Employee further agree that each will not engage in any other conduct form of conduct, or make any statements or representations, that would disparage or otherwise harm the reputation or reputation, good will or commercial interests of any Company Entity or its management or Employee. 2management. Employee In addition, ▇▇▇▇▇▇ agrees to cooperate fully with Company, including its attorneys or accountants, in connection with any potential or actual litigation, or other real or potential disputes, internal investigations, or government investigations, which directly or indirectly involves CompanyCompany or any Company Entity. Employee ▇▇▇▇▇▇ agrees to be reasonably available to appear as a witness voluntarily, upon Company’s request, regardless of whether served with a subpoena, and be reasonably available to attend depositions, consultationscourt proceedings, consultations or meetings regarding investigations, litigation or potential litigation litigation, as requested by Company. Company acknowledges that these efforts, if necessary, will impose on Employee’s ▇▇▇▇▇▇’▇ time and would likely interfere with other commitments Employee ▇▇▇▇▇▇ may have in the future. Consequently, Company shall attempt to schedule such depositions, consultationscourt proceedings, consultations or meetings in coordination with Employee’s ▇▇▇▇▇▇’▇ schedule, but Employee ▇▇▇▇▇▇ recognizes that scheduling of certain court proceedings, including depositionsdepositions and trials, may be beyond Company’s control. Likewise, Company agrees to compensate Employee ▇▇▇▇▇▇ for Employee’s ▇▇▇▇▇▇’▇ time hereunder at a rate equal to $100.00 per hour of one hundred percent (100%) of ▇▇▇▇▇▇’▇ base salary as of the Separation Date stated as an hourly rate, for actual time spent traveling to and from and attending such depositions, consultations, consultations or meetings, not to include ancillary time spent at hotels and related locations during evenings between proceedings. Company also agrees to reimburse Employee ▇▇▇▇▇▇ for the out-of-pocket expenditures actually and reasonably incurred by Employee ▇▇▇▇▇▇ in connection with the performance of the services contemplated by this Section IVSubsection, including hotel accommodations, air fare transportation, transportation and meals, meals consistent with Company’s generally-applicable expense reimbursement policies. It is expressly understood by the parties that any compensation paid by Company to Employee ▇▇▇▇▇▇ under this Section IV Subsection shall be in exchange for Employee’s ▇▇▇▇▇▇’▇ time only and is not agreed, intended, intended or understood to be dependent upon the character or content of any information Employee ▇▇▇▇▇▇ discloses in good faith in any such proceedings, consultations, meetings or meetingsconsultation.

Future Conduct. 1. Company and Employee each agree that they hold the other in esteem and each agrees not to make disparaging comments about the other. Company and Employee further agree that each will not engage in any other conduct form of conduct, or make any statements or representations, that would are untruthful or disparage or otherwise harm or potentially harm the reputation reputation, goodwill or good will commercial interests of any Company Entity or its management any current, past or Employee. 2future director, employee or manager of any Company Entity. This includes, but is not limited to, statements or representations to the press or other media. In addition, Employee agrees to cooperate fully with the Company, including its attorneys or and accountants, in connection with transitioning her responsibilities and any potential potential, threatened or actual litigation, arbitrations, claims, disputes, proceedings, or other real internal or potential disputesgovernment investigations (“Proceedings”), which directly or indirectly involves Companyinvolve any Company Entity. Employee agrees to be reasonably available to appear as a witness voluntarily, upon the Company’s request, regardless of whether served with a subpoena, and be reasonably available to attend depositions, consultationscourt proceedings, consultations or meetings regarding litigation or potential litigation any such Proceedings, as requested by the Company. The Company acknowledges that these efforts, if necessary, will impose on Employee’s time and would likely interfere with other commitments Employee may have in the future. Consequently, the Company shall attempt to schedule such depositions, consultationscourt proceedings, consultations or meetings in coordination with Employee’s schedule, but Employee recognizes that any such scheduling of certain court proceedings, including depositions, may be beyond the Company’s control. Likewise, the Company agrees to compensate Employee for Employee’s her time hereunder at a rate equal of one hundred percent (100%) of Employee’s base salary as of the Separation Date pro-rated to $100.00 per hour an hourly rate, for actual time spent traveling to and from and attending such depositions, consultations, consultations or meetings, not to include ancillary time spent at hotels and related locations during evenings between proceedings. The Company also agrees to reimburse Employee for the out-of-pocket expenditures actually and reasonably incurred by Employee in connection with the performance of the services contemplated by this Section IVSubsection III(B), including hotel accommodations, air fare transportationfare, transportation and meals, meals consistent with the Company’s generally-applicable expense reimbursement policies. It is expressly understood by the parties that any Any compensation paid by the Company to Employee under this Section IV Subsection III(B) shall be in exchange for Employee’s time only and is not agreed, intended, or understood to be dependent upon the character or content of any information Employee discloses in good faith in with respect to any such proceedings, consultations, or meetingsProceedings.