Common use of Litigation and Regulatory Cooperation Clause in Contracts

Litigation and Regulatory Cooperation. During and after Executive's employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 12, including, but not limited to, reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after ExecutiveEmployee's employment, Executive Employee shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive Employee was employed by the Company; provided, however, provided that such cooperation shall not materially and adversely affect Executive Employee or expose Executive Employee to an increased probability of civil or criminal litigation. ExecutiveEmployee's cooperation in connection with such claims or actions shall include, but not be limited towithout limitation, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after ExecutiveEmployee's employment, Executive Employee also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive Employee was employed by the Company. The Company shall also provide Executive Employee with compensation on an hourly basis (to be derived from the sum of calculated at his Base Compensation and Average Incentive Compensation) final base compensation rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive Employee for all costs and expenses incurred in connection with his performance under this Paragraph 1218, including, but not limited towithout limitation, reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's the Employee’s employment, Executive the Employee shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive the Employee was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive the Employee or expose Executive the Employee to an increased probability of civil or criminal litigation. Executive's The Employee’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's the Employee’s employment, Executive the Employee also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive the Employee was employed by the Company. The Company shall also provide Executive with compensation will pay the Employee on an hourly basis (to be derived from the sum of his Base Compensation and Average Incentive Compensationbase salary) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive the Employee for all costs and expenses incurred in connection with his performance under this Paragraph 12paragraph, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation or, if applicable, Adjusted Base Salary and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 1215, including, but not limited to, reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis at a rate equivalent to the hourly rate of the Executive’s last annual Base Salary calculated using a forty (to be derived from the sum of his Base Compensation and Average Incentive Compensation40) hour week over fifty-two (52) weeks for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 1216, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 12, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent Coda Octopus in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent Coda Octopus which relate to events or occurrences that transpired while Executive was employed by the CompanyCoda Octopus; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent Coda Octopus at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent Coda Octopus in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the CompanyCoda Octopus. The Company Coda Octopus shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation Salary and Average Incentive Compensationaverage annual incentive compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 12Section 11(a), including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's Employee’s employment, Executive Employee shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive Employee was employed by the Company; provided, however, provided that such cooperation shall not materially and adversely affect Executive Employee or expose Executive Employee to an increased probability of civil or criminal litigation. Executive's Employee’s cooperation in connection with such claims or actions shall include, but not be limited towithout limitation, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's Employee’s employment, Executive Employee also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive Employee was employed by the Company. The Company shall also provide Executive Employee with compensation on an hourly basis (to be derived from the sum of calculated at his Base Compensation and Average Incentive Compensation) final base compensation rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive Employee for all costs and expenses incurred in connection with his performance under this Paragraph 1218, including, but not limited towithout limitation, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or any affiliate of the Parent Company which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent Company at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation and Average Incentive CompensationTarget Bonus Opportunity) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 12, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis at a rate equivalent to the hourly rate of the Executive’s last annual Base Salary calculated using a forty (to be derived from the sum of his Base Compensation and Average Incentive Compensation40) hour week over fifty-two (52) weeks for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 1217, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executivethe Employee's employment, Executive the Employee shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive the Employee was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive the Employee or expose Executive the Employee to an increased probability of civil or criminal litigation. ExecutiveThe Employee's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executivethe Employee's employment, Executive the Employee also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive the Employee was employed by the Company. The Company shall also provide Executive with compensation will pay the Employee on an hourly basis (to be derived from the sum of his Base Compensation and Average Incentive Compensationbase salary) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive the Employee for all costs and expenses incurred in connection with his performance under this Paragraph 12paragraph, including, but not limited to, reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his her Base Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his her termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his her performance under this Paragraph 12, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall reasonably cooperate fully with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while the Executive was employed by the Company; , provided, however, that such cooperation shall the Executive will not materially and adversely affect have an obligation under this paragraph with respect to any Claim in which the Executive has filed directly against the Company or expose Executive to an increased probability of civil related persons or criminal litigationentities. The Executive's ’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company, provided the Executive will not have any obligation under this paragraph with respect to any claim in which the Executive has filed directly against the Company or related persons or entities. The Company shall also provide Executive with compensation on an hourly basis (to be derived from reimburse the sum of his Base Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and any reasonable out-of-pocket expenses incurred in connection with his the Executive’s performance under of obligations pursuant to this Paragraph 12, including, but not limited to, reasonable attorneys' fees and costsSection 6(b).

Litigation and Regulatory Cooperation. During and after Executive's employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation or, if applicable, Adjusted Base Salary and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 1214, including, but not limited to, reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his her performance under this Paragraph 12, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or any affiliate of the Parent Company which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent Company at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation and Average Incentive CompensationTarget Bonus Opportunity) for requested litigation and regulatory cooperation that occurs after his termination of employment, employment and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 12, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's ' s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation or, if applicable, Adjusted Base Salary and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 1215, including, but not limited to, reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis at a rate equivalent to the hourly rate of the Executive’s last annual Base Salary calculated using a forty (to be derived from the sum of his Base Compensation and Average Incentive Compensation40) hour week over fifty-two (52) weeks for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 1218, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after ExecutiveEmployee's employment, Executive Employee shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive Employee was employed by the Company; provided, however, PROVIDED that such cooperation shall not materially and adversely affect Executive Employee or expose Executive Employee to an increased probability of civil or criminal litigation. ExecutiveEmployee's cooperation in connection with such claims or actions shall include, but not be limited towithout limitation, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after ExecutiveEmployee's employment, Executive Employee also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive Employee was employed by the Company. The Company shall also provide Executive Employee with compensation on an hourly basis (to be derived from the sum of calculated at his Base Compensation and Average Incentive Compensation) final base compensation rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive Employee for all costs and expenses incurred in connection with his performance under this Paragraph 1218, including, but not limited towithout limitation, reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after ExecutiveEmployee's employment, Executive Employee shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive Employee was employed by the Company; provided, however, PROVIDED that such cooperation shall not materially and adversely affect Executive Employee or expose Executive Employee to an increased probability of civil or criminal litigation. ExecutiveEmployee's cooperation in connection with such claims or actions shall include, but not be limited towithout limitation, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after ExecutiveEmployee's employment, Executive Employee also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive Employee was employed by the Company. The Company shall also provide Executive Employee with compensation on an hourly basis (to be derived from the sum of calculated at his Base Compensation and Average Incentive Compensation) final base compensation rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive Employee for all costs and expenses incurred in connection with his performance under this Paragraph 1215, including, but not limited towithout limitation, reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's employmentthe period of employment by the Company, the Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while the Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect the Executive or expose the Executive to an increased probability of civil or criminal litigation. The Executive's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after the Executive's employment, the Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide the Executive with compensation on an hourly basis (to be derived from the sum of calculated at his Base Compensation and Average Incentive Compensation) final base compensation rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse the Executive for all costs and expenses incurred in connection with his performance under this Paragraph 1210, including, but not limited to, properly documented and reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 1215, including, but not limited to, reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall reasonably cooperate fully with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while the Executive was employed by the Company; , provided, however, that such cooperation shall the Executive will not materially and adversely affect have an obligation under this paragraph with respect to any Claim in which the Executive has filed directly against the Company or expose Executive to an increased probability of civil related persons or criminal litigationentities. The Executive's ’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company, provided the Executive will not have any obligation under this paragraph with respect to any claim in which the Executive has filed directly against the Company or related persons or entities. The Company shall also provide Executive with compensation on an hourly basis (to be derived from reimburse the sum of his Base Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and any reasonable out-of-pocket expenses incurred in connection with his the Executive’s performance under of obligations pursuant to this Paragraph 12, including, but not limited to, reasonable attorneys' fees and costsSection.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis at a rate equivalent to the hourly rate of the Executive’s last annual Base Salary calculated using a forty (to be derived from the sum of his Base Compensation and Average Incentive Compensation40) hour week over fifty-two (52) weeks for requested litigation and regulatory cooperation that occurs after his her termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his her performance under this Paragraph 1216, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after the ------------------------------------- Executive's employment, the Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while the Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect the Executive or expose the Executive to an increased probability of civil or criminal litigation. The Executive's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after the Executive's employment, the Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of calculated at his Base Compensation and Average Incentive Compensation) final base compensation rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 12Section 23(f), including, but not limited to, reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's Employee’s employment, Executive Employee shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive Employee was employed by the Company; provided, however, provided that such cooperation shall not materially and adversely affect Executive Employee or expose Executive Employee to an increased probability of civil or criminal litigation. Executive's Employee’s cooperation in connection with such claims or actions shall include, but not be limited towithout limitation, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's Employee’s employment, Executive Employee also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive Employee was employed by the Company. The Company shall also provide Executive Employee with compensation on an hourly basis (to be derived from the sum of calculated at his Base Compensation and Average Incentive Compensation) final base compensation rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive Employee for all costs and expenses incurred in connection with his performance under this Paragraph 1220, including, but not limited towithout limitation, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's the Consultant’s employment, Executive the Consultant shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive the Consultant was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive the Consultant or expose Executive the Consultant to an increased probability of civil or criminal litigation. Executive's The Consultant’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's the Consultant’s employment, Executive Consultant also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive Consultant was employed by the Company. The the Company shall also provide Executive Consultant with compensation on an hourly basis (to be derived from the sum of his its Base Compensation and Average Incentive CompensationFee) for requested litigation and regulatory cooperation that occurs after his its termination of employment, and reimburse Executive Consultant for all costs and expenses incurred in connection with his its performance under this Paragraph 12Section, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 1215, including, but not limited to, reasonable attorneys' ? fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive's employment, the Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while the Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect the Executive or expose the Executive to an increased probability of civil or criminal litigation. The Executive's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after the Executive's employment, the Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall also provide will pay the Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation and Average Incentive Compensationbase salary) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse the Executive for all costs and expenses incurred in connection with his performance under this Paragraph 12paragraph, including, but not limited to, reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent National Stem Cell Holding in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent National Stem Cell Holding which relate to events or occurrences that transpired while Executive was employed by the CompanyNational Stem Cell Holding; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent National Stem Cell Holding at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent National Stem Cell Holding in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the CompanyNational Stem Cell Holding. The Company National Stem Cell Holding shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation Fee and Average Incentive Compensationaverage annual incentive compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 12Section 11(a), including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall reasonably cooperate fully with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while the Executive was employed by the Company; , provided, however, that such cooperation shall the Executive will not materially and adversely affect have an obligation under this paragraph with respect to any Claim in which the Executive has filed directly against the Company or expose Executive to an increased probability of civil related persons or criminal litigationentities. The Executive's ’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company, provided the Executive will not have any obligation under this paragraph with respect to any claim in which the Executive has filed directly against the Company or related persons or entities. The Company shall also provide Executive with compensation on an hourly basis (to be derived from reimburse the sum of his Base Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and any reasonable out-of-pocket expenses incurred in connection with his the Executive’s performance under of obligations pursuant to this Paragraph 12, including, but not limited to, reasonable attorneys' fees and costsSection 10(b).

Litigation and Regulatory Cooperation. During and after Executive's employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his her Base Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his her termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his her performance under this Paragraph 12, including, but not limited to, reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's Consultant’s employment, Executive Consultant shall reasonably cooperate with the Company and the Parent Proteonomix in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent Proteonomix which relate to events or occurrences that transpired while Executive Consultant was employed by the CompanyProteonomix; provided, however, that such cooperation shall not materially and adversely affect Executive Consultant or expose Executive Consultant to an increased probability of civil or criminal litigation. Executive's Consultant’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent Proteonomix at mutually convenient times. During and after Executive's Consultant’s employment, Executive Consultant also shall cooperate fully with the Company and the Parent Proteonomix in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive Consultant was employed by the CompanyProteonomix. The Company Proteonomix shall also provide Executive Consultant with compensation on an hourly basis (to be derived from the sum of his Base Compensation Fee and Average Incentive Compensationaverage annual incentive compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive Consultant for all costs and expenses incurred in connection with his performance under this Paragraph 12Section 11(a), including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that Company so long as such cooperation shall does not materially and would not foreseeably adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis at a rate equivalent to the hourly rate of the Executive’s last annual Base Salary calculated using a forty (to be derived from the sum of his Base Compensation and Average Incentive Compensation40) hour week over fifty-two (52) weeks for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 1218, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis at a rate equivalent to the hourly rate of the Executive’s last annual Base Salary calculated using a forty (to be derived from the sum of his Base Compensation and Average Incentive Compensation40) hour week over fifty-two (52) weeks for requested litigation and regulatory cooperation that occurs after his [his]/[her] termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his [his]/[her] performance under this Paragraph 1216, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation Salary and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 12, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's employment, Executive shall reasonably cooperate with the Company and the Parent Companies in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent Companies which relate to events or occurrences that transpired while Executive was employed by the CompanyCompanies; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent Companies at mutually convenient times. During and after Executive's employment, Executive also shall cooperate fully with the Company and the Parent Companies in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the CompanyCompanies. The Company Companies shall also provide Executive with compensation on an hourly basis (to be derived from the sum of calculated at his Base Compensation and Average Incentive Compensation) final base compensation rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 1215, including, but not limited to, reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's the Consultant’s employment, Executive the Consultant shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive the Consultant was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive the Consultant or expose Executive the Consultant to an increased probability of civil or criminal litigation. Executive's The Consultant’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's the Consultant’s employment, Executive Consultant also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive Consultant was employed by the Company. The the Company shall also provide Executive Consultant with compensation on an hourly basis (to be derived from the sum of his Base Compensation Fee and Average Incentive Compensationaverage annual incentive compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive Consultant for all costs and expenses incurred in connection with his performance under this Paragraph 12Section, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 1215, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ’s employment, Executive shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or any affiliate of the Parent Company which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent Company at mutually convenient times. During and after Executive's ’s employment, Executive also shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Compensation and Average Incentive Compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 12, including, but not limited to, reasonable attorneys' ’ fees and costs.

Litigation and Regulatory Cooperation. During and after Executive's ------------------------------------- employment, Executive shall reasonably cooperate with the Company and the Parent Employer in the defense or prosecution of any claims or actions now in existence or which that may be brought in the future against or on behalf of the Company and/or the Parent which Employer that relate to events or occurrences that transpired while Executive was employed by the CompanyEmployer; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent Employer at mutually convenient times. During and after Executive's employment, Executive also shall cooperate fully with the Company and the Parent Employer in connection with any investigation or review of by any federal, state state, or local regulatory authority as any such investigation or review relates relates, to events or occurrences that transpired while Executive was employed by the CompanyEmployer. The Company Employer shall also provide Executive with compensation on an hourly basis (to be derived from the sum of calculated at his final Annual Base Compensation and Average Incentive Compensation) Salary, or if applicable, Annual Adjusted Base Salary divided by 2000 hours for requested litigation and regulatory cooperation that occurs after his termination of employment, and shall reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 12paragraph 20, including, but not limited to, reasonable attorneys' fees and costs.

Litigation and Regulatory Cooperation. During and after Executivethe Consultant's employment, Executive the Consultant shall reasonably cooperate with the Company and the Parent in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and/or the Parent which relate to events or occurrences that transpired .transpired while Executive the Consultant was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive the Consultant or expose Executive the Consultant to an increased probability of civil or criminal litigation. ExecutiveThe Consultant's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company and/or the Parent at mutually convenient times. During and after Executivethe Consultant's employment, Executive Consultant also shall Shall cooperate fully with the Company and the Parent in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive Consultant was employed by the Company. The the Company shall also provide Executive Consultant with compensation on an hourly basis (to be derived from the sum of his Base Compensation Fee and Average Incentive Compensationaverage annual incentive compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive Consultant for all costs and expenses incurred in connection with his performance under this Paragraph 12Section, including, but not limited to, reasonable attorneys' fees and costs.