Common use of Litigation and Regulatory Cooperation Clause in Contracts

Litigation and Regulatory Cooperation. During and after the Executive's employment, the Executive shall cooperate fully with the Company 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 which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive'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 at mutually convenient times. During and after the Executive's employment, the Executive also shall cooperate fully with the Company 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 reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive's performance of obligations pursuant to this Section 12. If the Company seeks the Executive's cooperation pursuant to this Section 12 more than three (3) years following his or her termination from employment with the Company, the Company and the Executive shall mutually agree upon a pier diem for time spent by the Executive fulfilling his or her obligation under this subsection. No pier diem shall be payable to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreement.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall cooperate fully with the Company 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 which relate to events or occurrences that transpired while the Executive was employed by the Company. 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 at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company 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 Any cooperation pursuant to this Section 9 is subject to the Company’s obligation to (i) reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with during activities reasonably performed at the Executive's performance of obligations Company’s request pursuant to this Section 12. If 9, subject to the Company seeks same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate the Executive at a daily rate equal to the sum of the Executive's cooperation ’s annual base salary as of the date of the Executive’s separation from employment and the Executive’s Target Variable Cash Compensation, divided by 365, to the extent that the Executive reasonably expends any time in performing activities at the Company’s request pursuant to this Section 12 more than three (3) years following his or her termination 9 at any time after the Executive’s separation from employment with the Company, the Company and employment; provided that the Executive acknowledges that he or she shall mutually agree upon a pier diem not at any time be entitled to compensation for time spent by the Executive fulfilling his in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or her obligation under this subsection. No pier diem shall be payable to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementtrials.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall cooperate fully with the Company 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 which relate to events or occurrences that transpired while the Executive was employed by the Company. 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 at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company 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 Any cooperation pursuant to this Section 8(b) is subject to the Company’s obligation to (i) reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with during activities reasonably performed at the Executive's performance of obligations Company’s request pursuant to this Section 12. If 8(b), subject to the Company seeks same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate the Executive at a daily rate equal to the Executive's cooperation ’s annual Base Salary as of the date of the Executive’s separation from employment, divided by 365, to the extent that the Executive reasonably expends any time in performing activities at the Company’s request pursuant to this Section 12 more than three (38(b) years following his or her termination at any time after the Executive’s separation from employment with the Company, the Company and employment; provided that the Executive acknowledges that he shall mutually agree upon a pier diem not at any time be entitled to compensation for time spent by the Executive fulfilling his in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or her obligation under this subsection. No pier diem shall be payable to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementtrials.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall shall, upon Company’s request, cooperate fully with the Company in (i) 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 which relate to events or occurrences that transpired while the Executive was employed by the Company, and (ii) the investigation, whether internal or external, of any matters about which the Company believes Executive may have knowledge or information. The Executive's ’s full cooperation in connection with such claims claims, actions or actions investigations shall include, but not be limited to, being available to meet with counsel upon reasonable notice to answer questions or to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall reasonably cooperate fully with the Company 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. All such activities shall be scheduled, to the extent reasonably possible, to accommodate Executive’s business and personal obligations at the time. The Company shall reimburse the Executive for any reasonable out-of-out of pocket expenses incurred in connection with the Executive's ’s performance of obligations pursuant to this Section 127(c), which shall be in addition to its obligations to provide indemnification to Executive. If the Company seeks the Executive's Executive is requested or required to provide material cooperation pursuant to under this Section 12 7(c) more than three (3) years following his or her termination from employment with 24 months after the CompanyDate of Termination, the Company and the Executive shall mutually agree upon a pier diem for time spent by the Executive fulfilling his or her obligation under this subsection. No pier diem Employee shall be payable compensated at an hourly rate (based on Executive’s Base Salary as of the Date of Termination), except to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementextent prohibited by applicable law.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall cooperate fully with the Company 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 which relate to events or occurrences that transpired while the Executive was employed by the Company. 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 at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company 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 Any cooperation pursuant to this Section 8(b) is subject to the Company’s obligation to (i) reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with during activities reasonably performed at the Executive's performance of obligations Company’s request pursuant to this Section 12. If 8(b), subject to the Company seeks same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate the Executive at a daily rate equal to the sum of the Executive's cooperation ’s annual Base Salary as of the date of the Executive’s separation from employment and the Executive’s Target Variable Cash Compensation, divided by 365, to the extent that the Executive reasonably expends any time in performing activities at the Company’s request pursuant to this Section 12 more than three (38(b) years following his or her termination at any time after the Executive’s separation from employment with the Company, the Company and employment; provided that the Executive acknowledges that he shall mutually agree upon a pier diem not at any time be entitled to compensation for time spent by the in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or trials. The Executive fulfilling shall not be required to cooperate against his or her obligation under this subsection. No pier diem shall be payable to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementown legal interests.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall cooperate fully with the Company 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 which relate to events or occurrences that transpired while the Executive was employed by the Company. 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 at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company 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 Any cooperation pursuant to this Section 8(b) is subject to the Company’s obligation to (i) reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with during activities reasonably performed at the Executive's performance of obligations Company’s request pursuant to this Section 12. If 8(b), subject to the Company seeks same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate the Executive at a daily rate equal to the sum of the Executive's cooperation ’s annual Base Salary as of the date of the Executive’s separation from employment and the Executive’s Target Variable Cash Compensation, divided by 365, to the extent that the Executive reasonably expends any time in performing activities at the Company’s request pursuant to this Section 12 more than three (38(b) years following his or her termination at any time after the Executive’s separation from employment with the Company, the Company and employment; provided that the Executive acknowledges that he shall mutually agree upon a pier diem not at any time be entitled to compensation for time spent by the Executive fulfilling his in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or her obligation under this subsection. No pier diem shall be payable to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementtrials.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall reasonably cooperate fully with the Company 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 which relate to events or occurrences that transpired while the Executive was employed by the Company. 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 at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall reasonably cooperate fully with the Company 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 reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive's ’s performance of obligations pursuant to this Section 128(f), consistent with the Company’s Travel Expense Reimbursement Policy, excluding any fees and expenses of the Executive’s attorneys. If In addition, the Company seeks agrees that, in the Executive's cooperation event that the Executive cooperates with the Company pursuant to this Section 12 more than three 8(f ) at any time following the twenty-four (324) years following his or her month period after the Executive’s termination from of employment with the Company, then the Company and shall compensate the Executive at the rate of $250.00 per hour (at a maximum of $2,000 per day) for the Executive’s time spent in complying with the requirements of this Section 8(f) in excess of forty (40) hours per matter, payable within thirty (30) days following the date(s) such time is expended by the Executive; provided, however, that the Executive shall mutually agree upon a pier diem not be entitled to any payment for time spent by days on which the Executive fulfilling his provides testimony or her obligation under this subsection. No pier diem shall be payable to acts as a witness on behalf of the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this AgreementCompany.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall cooperate fully with the Company Parties 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 a Company Party which relate to events or occurrences that transpired while the Executive was employed by the Company. After Executive’s employment, the Executive shall reasonably cooperate with the Company Parties in the defense or prosecution of any such claims or actions, subject to the Executive’s personal and business commitments. The Executive's full ’s cooperation in connection with such claims or actions shall include, but not be limited to, being available at mutually convenient times and with reasonable advance notice to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of a Company Party. From the Company at mutually convenient times. During and after Effective Date until the termination of the Executive's ’s employment, the Executive also shall cooperate fully with the Company Parties 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. After the termination of the Executive’s employment, the Executive shall provide reasonable cooperation, subject to personal and business commitments, 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 reimburse promptly the Executive for any reasonable out-of-pocket expenses incurred by the Executive during the applicable statute of limitations relating to any such claims, actions, investigations or reviews, in connection with the Executive's ’s performance of obligations pursuant to this Section 129.15. If The amount of expenses eligible for reimbursement during any tax year will not affect the Company seeks expenses eligible for reimbursement in any other tax year. The Executive shall be fairly compensated at market rates for any such cooperation provided by the Executive at any time following the termination of the Executive's cooperation pursuant to this Section 12 more than three ’s employment (3) years following his or her termination from employment with the Company, the Company and it being understood that the Executive shall mutually agree upon a pier diem for time spent not be entitled to any compensation in excess of the severance compensation and benefits set forth in Article V hereof in connection with any such cooperation provided by the Executive fulfilling his or her obligation under this subsection. No pier diem shall be payable to during the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time period in which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementseverance compensation and benefits are provided).

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall cooperate fully with the Company 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 which relate to events or occurrences that transpired while the Executive was employed by the Company. 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 at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company 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 Any cooperation pursuant to this Section 8(b) is subject to the Company’s obligation to (i) reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with during activities reasonably performed at the Executive's performance of obligations Company’s request pursuant to this Section 12. If 8(b), subject to the Company seeks same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate the Executive at a daily rate equal to the sum of the Executive's cooperation ’s annual Base Salary as of the date of the Executive’s separation from employment and the Executive’s Annual Incentive Cash Compensation, divided by 365, to the extent that the Executive reasonably expends any time in performing activities at the Company’s request pursuant to this Section 12 more than three (38(b) years following his or her termination at any time after the Executive’s separation from employment with the Company, the Company and employment; provided that the Executive acknowledges that he shall mutually agree upon a pier diem not at any time be entitled to compensation for time spent by the Executive fulfilling his in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or her obligation under this subsection. No pier diem shall be payable to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementtrials.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, upon reasonable notice adding normal business hours, the Executive shall cooperate fully with the Company 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 which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive's full ’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 at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company 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 reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive's ’s performance of obligations pursuant to this Section 1210(e). If Such expenses shall include, but not limited to, travel costs consistent with the Company’s travel reimbursement policy then in effect, and legal fees to the extent that the Executive believes that there is or will be a conflict between his interests and the interests of the Company seeks in connection with the Executive's matter about which the Company has requested cooperation and that, therefore, separate representation is warranted. In addition, following the Term, for all time the Executive expends in cooperating pursuant to this Section 12 more than three (3) years following his 10(e), the Company shall compensate Executive at the rate of $145 per hour, provided, however, Executive’s right to compensation shall not apply to time spent in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or her termination from employment trials. The Executive’s entitlement to reimbursement of such expenses, including legal fees, shall in no way limit or affect the Executive’s rights to be indemnified and/or advanced expenses in accordance with the Company’s corporate documents, the Company and the Executive shall mutually agree upon a pier diem for time spent by the Executive fulfilling his or her obligation under this subsection. No pier diem shall be payable to the ExecutiveCompany’s insurance policies, howeveras referenced in Section 8, for any time spent providing testimony under oath. Executive's cooperation and/or in accordance with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not Indemnification Agreement referenced in breach of this Agreement.Section 7

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall cooperate fully with the Company 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 which relate to events or occurrences that transpired while the Executive was employed by the Company. 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 at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company 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 Any cooperation pursuant to this Section 7(b) is subject to the Company’s obligation to (i) reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with during activities reasonably performed at the Executive's performance of obligations Company’s request pursuant to this Section 12. If 7(b), subject to the Company seeks same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate the Executive at a daily rate equal to the sum of the Executive's cooperation ’s annual Base Salary as of the date of the Executive’s separation from employment and the Executive’s Target Variable Cash Compensation, divided by 365, to the extent that the Executive reasonably expends any time in performing activities at the Company’s request pursuant to this Section 12 more than three (3) years following his or her termination from employment with the Company, the Company and 7(b); provided that the Executive acknowledges that he shall mutually agree upon a pier diem not at any time be entitled to compensation for time spent by the Executive fulfilling his in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or her obligation under this subsection. No pier diem shall be payable to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementtrials.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall cooperate fully with the Company 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 which relate to events or occurrences that transpired while the Executive was employed by the Company. 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 at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company 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 Any cooperation pursuant to this Section 7(b) is subject to the Company’s obligation to (i) reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with during activities reasonably performed at the Executive's performance of obligations Company’s request pursuant to this Section 12. If 7(b), subject to the Company seeks same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate the Executive at a daily rate equal to the sum of the Executive's cooperation ’s annual Base Salary as of the date of the Executive’s separation from employment and the Executive’s Target Annual Bonus, divided by 365, to the extent that the Executive reasonably expends any time in performing activities at the Company’s request pursuant to this Section 12 more than three (3) years following his or her termination from employment with the Company, the Company and 7(b); provided that the Executive acknowledges that he shall mutually agree upon a pier diem not at any time be entitled to compensation for time spent by the Executive fulfilling his in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or her obligation under this subsection. No pier diem shall be payable to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementtrials.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall cooperate fully with the Company 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 which relate to events or occurrences that transpired while the Executive was employed by the Company. 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 at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company 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 Any cooperation pursuant to this Section 8(b) is subject to the Company’s obligation to (i) reimburse the Executive for any reasonable out-of-pocket and documented expenses incurred in connection with during activities reasonably performed at the Executive's performance of obligations Company’s request pursuant to this Section 12. If 8(b), subject to the Company seeks same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate the Executive at a daily rate equal to the sum of the Executive's cooperation ’s annual Base Salary as of the date of the Executive’s separation from employment and the Executive’s Target Variable Cash Compensation, divided by 365, to the extent that the Executive reasonably expends any time in performing activities at the Company’s request pursuant to this Section 12 more than three (38(b) years following his or her termination at any time after the Executive’s separation from employment with the Company, the Company and employment; provided that the Executive acknowledges that he shall mutually agree upon a pier diem not at any time be entitled to compensation for time spent by the Executive fulfilling his in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or her obligation under this subsection. No pier diem shall be payable to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementtrials.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall cooperate fully with the Company Employer and the Bank 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 Employer or the Bank which relate to events or occurrences that transpired while the Executive was employed by the CompanyEmployer and the Bank. 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 Employer or the Bank at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company Employer and the Bank 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 CompanyEmployer and the Bank. To the extent that the Employer or the Bank seeks the Executive’s cooperation pursuant to this Section after the Executive’s employment has terminated, the Employer and the Bank agree that any time spent by the Executive will be scheduled at times that do not unreasonably interfere with other business or personal obligations of the Executive and that the Executive will be compensated at a rate of $200 per hour for any time spent by the Executive on the Employer’s or the Bank’s behalf pursuant to this Section other than time spent providing testimony. The Company Employer and the Bank shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive's ’s performance of obligations pursuant to this Section 12. If 7(f), including any legal fees incurred by the Company seeks Executive in connection with his cooperation with the Executive's cooperation Employer pursuant to this Section 12 more than three (3) years following his or her termination from employment with the Company, the Company and the Executive shall mutually agree upon a pier diem for time spent by the Executive fulfilling his or her obligation under this subsection. No pier diem shall be payable to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementsection.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall shall, upon Company’s request, cooperate fully with the Company in (i) 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 which relate to events or occurrences that transpired while the Executive was employed by the Company, and (ii) the investigation, whether internal or external, of any matters about which the Company believes Executive may have knowledge or information. The ​ Executive's ’s full cooperation in connection with such claims claims, actions or actions investigations shall include, but not be limited to, being available to meet with counsel upon reasonable notice to answer questions or to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall reasonably cooperate fully with the Company 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. All such activities shall be scheduled, to the extent reasonably possible, to accommodate Executive’s business and personal obligations at the time. The Company shall reimburse the Executive for any reasonable out-of-out of pocket expenses incurred in connection with the Executive's ’s performance of obligations pursuant to this Section 127(c), which shall be in addition to its obligations to provide indemnification to Executive. If the Company seeks the Executive's Executive is requested or required to provide material cooperation pursuant to under this Section 12 7(c) more than three (3) years following his or her termination from employment with 24 months after the CompanyDate of Termination, the Company and the Executive shall mutually agree upon a pier diem for time spent by the Executive fulfilling his or her obligation under this subsection. No pier diem Employee shall be payable compensated at hourly rate (based on Executive’s Base Salary as of the Date of Termination), except to the Executive, however, for any time spent providing testimony under oathextent prohibited by applicable law. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreement.​

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall cooperate fully with the Company 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 which relate to events or occurrences that transpired while the Executive was employed by the Company. 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 at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company 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 Any cooperation pursuant to this Section 8(b) is subject to the Company’s obligation to (i) reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with during activities reasonably performed at the Executive's performance of obligations Company’s request pursuant to this Section 12. If 8(b), subject to the Company seeks same standards and procedures as apply to business expense reimbursements 13 of 21 pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate the Executive at a daily rate equal to the sum of the Executive's cooperation ’s annual Base Salary as of the date of the Executive’s separation from employment and the Executive’s Annual Incentive Cash Compensation, divided by 365, to the extent that the Executive reasonably expends any time in performing activities at the Company’s request pursuant to this Section 12 more than three (38(b) years following his or her termination at any time after the Executive’s separation from employment with the Company, the Company and employment; provided that the Executive acknowledges that he shall mutually agree upon a pier diem not at any time be entitled to compensation for time spent by the Executive fulfilling his in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or her obligation under this subsection. No pier diem shall be payable to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementtrials.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall cooperate fully with the Company 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 which relate to events or occurrences that transpired while the Executive was employed by the Company. 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 at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company 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 Any cooperation pursuant to this Section 10 is subject to the Company’s obligation to (i) reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with during activities reasonably performed at the Executive's performance of obligations Company’s request pursuant to this Section 12. If 10, subject to the Company seeks same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate the Executive at a daily rate equal to the sum of the Executive's cooperation ’s annual base salary as of the date of the Executive’s separation from employment and the Executive’s Target Variable Cash Compensation, divided by 365, to the extent that the Executive reasonably expends any time in performing activities at the Company’s request pursuant to this Section 12 more than three (3) years following his or her termination 10 at any time after the Executive’s separation from employment with the Company, the Company and employment; provided that the Executive acknowledges that he or she shall mutually agree upon a pier diem not at any time be entitled to compensation for time spent by the Executive fulfilling his in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or her obligation under this subsection. No pier diem shall be payable to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementtrials.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall cooperate fully with the Company Employer 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 Employer which relate to events or occurrences that transpired while the Executive was employed by the CompanyEmployer. 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 Employer at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company Employer 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 CompanyEmployer. To the extent that the Employer seeks the Executive’s cooperation pursuant to this Section after the Executive’s employment has terminated, the Employer agrees that any time spent by the Executive will be scheduled at times that do not unreasonably interfere with other business or personal obligations of the Executive and that the Executive will be compensated at a rate of $300 per hour for any time spent by the Executive on the Employer’s behalf pursuant to this Section other than time spent providing testimony. The Company Employer shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive's ’s performance of obligations pursuant to this Section 12. If 7(f), including any legal fees incurred by the Company seeks Executive in connection with his cooperation with the Executive's cooperation Employer pursuant to this Section 12 more than three (3) years following his or her termination from employment with the Company, the Company and the Executive shall mutually agree upon a pier diem for time spent by the Executive fulfilling his or her obligation under this subsection. No pier diem shall be payable to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementsection.

Litigation and Regulatory Cooperation. During and after the Executive's ’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on 12 of 20 behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. 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 at mutually convenient times. During and after the Executive's ’s employment, the Executive also shall cooperate fully with the Company 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 Any cooperation pursuant to this Section 8(b) is subject to the Company’s obligation to (i) reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with during activities reasonably performed at the Executive's performance of obligations Company’s request pursuant to this Section 12. If 8(b), subject to the Company seeks same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate the Executive at a daily rate equal to the sum of the Executive's cooperation ’s annual Base Salary as of the date of the Executive’s separation from employment and the Executive’s Annual Incentive Cash Compensation, divided by 365, to the extent that the Executive reasonably expends any time in performing activities at the Company’s request pursuant to this Section 12 more than three (38(b) years following his or her termination at any time after the Executive’s separation from employment with the Company, the Company and employment; provided that the Executive acknowledges that he shall mutually agree upon a pier diem not at any time be entitled to compensation for time spent by the Executive fulfilling his in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or her obligation under this subsection. No pier diem shall be payable to the Executive, however, for any time spent providing testimony under oath. Executive's cooperation with the Company shall be limited to reasonable amounts of time which do not unreasonably hamper his abilities to be gainfully employed, provided that such employment is not in breach of this Agreementtrials.