Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive agrees that while employed by the Company and thereafter, the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a result of the Executive's employment with the Company, and will provide reasonable assistance to the Company, its
affiliates Affiliates and their respective representatives in defense of any claims that may be made against the C
...ompany or its affiliates, Affiliates, and will assist the Company and its affiliates Affiliates in the prosecution of any claims that may be made by the Company or its affiliates, Affiliates, to the extent that such claims may relate to the period of the Executive's employment with the Company. If, after the Executive's termination of employment for any reason, the Executive is required to testify by deposition, in a judicial proceeding, or in an arbitration proceeding, the Company (collectively, will compensate the "Claims"). Executive for his time at an hourly rate equal to the Executive's most recent Base Salary divided by 2,080 and promptly reimburse the Executive for all reasonable travel expenses. The Executive agrees to promptly inform the Company if the Executive becomes aware of any lawsuits involving Claims such claims that may be filed or threatened against the Company or its affiliates. Affiliates. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or its affiliates Affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates Affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive in complying with this Section 3.
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Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel),
the Executive agrees that while employed by the Company and thereafter,
the Executive will respond and provide information with regard to matters in which
the Executive has knowledge as a result of
the Executive's employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of any claims that may be made against the Company or i
...ts affiliates, and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of the Executive's employment with the Company (collectively, the "Claims"). The Executive agrees to promptly inform the Company if the Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against the Company or its affiliates. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or its affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. Any services under this Section 10 shall be covered by Section 11. Executive's obligations under this Section 10 shall take into account his other professional and personal obligations, shall not, without reasonable agreement, exceed 10 hours in any month and shall not exceed 40 hours in any year. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive in complying with this Section 3. 10. In the event the Company requires Executive's services under this Section 10 more than two years after Executive's termination of employment with the Company, then Executive and the Company shall negotiate in good faith reasonable compensation for any such services.
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Cooperation. Upon the receipt of reasonable notice from the Company
(including or its outside
counsel), counsel, the Executive agrees that while employed by the Company and thereafter, the Executive will
reasonably respond and provide information with regard to matters in which the Executive has knowledge as a result of the Executive's employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of any claims that may be ma
...de against the Company or its affiliates, affiliates (other than any claims asserted by the Executive), and will reasonably assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, affiliates (other than any claims that may be asserted against the Executive), to the extent that such claims may relate to the period of the Executive's employment with the Company (collectively, the "Claims"). The Executive agrees to promptly inform the Company if the Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against the Company or its affiliates. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or its affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses and all reasonable legal expenses incurred by the Executive in complying with this Section 3. 10. To the extent such cooperation occurs subsequent to the termination of the Executive's employment (and, if the Executive received payment pursuant to Section 7(d)(iii), hereof, subsequent to the expiration of twelve (12) months), the Company shall compensate the Executive for such cooperation at a daily rate equal to (i) the sum of the Executive's final Base Salary divided by (ii) three hundred and sixty-five (365). Additionally, to the extent such cooperation occurs subsequent to the termination of the Executive's employment, the Company shall reasonably schedule any cooperation of the Executive to occur on mutually agreeable dates and times, and at mutually agreeable locations, to the extent practicable. 10 11. WHISTLEBLOWER PROTECTION. Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede the Executive (or any other individual) from reporting possible violations of federal law or regulation to, or discussing any possible violations with, any governmental agency or entity or self-regulatory organization, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, any agency Inspector General, and FINRA, or making other disclosures under the whistleblower provisions of federal law or regulation. The Executive does not need the prior authorization of the Company to make any such reports or disclosures and the Executive shall not be not required to notify the Company that such reports or disclosures have been made.
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Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel),
the Executive agrees that while employed by the Company and thereafter,
the Executive will respond and provide information with regard to matters in which
the Executive has knowledge as a result of
the Executive's employment with the Company, and will provide reasonable assistance to the Company, its
affiliates Affiliates and their respective representatives in defense of any claims that may be made against the C
...ompany or its affiliates, Affiliates, and will assist the Company and its affiliates Affiliates in the prosecution of any claims that may be made by the Company or its affiliates, Affiliates, to the extent that such claims may relate to the period of the Executive's employment with the Company (collectively, the "Claims"). The "Claims"), all at the Company's sole cost and expense. Executive agrees to promptly inform the Company Board if the Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against the Company or its affiliates. The Affiliates. Executive also agrees to promptly inform the Company Board (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or its affiliates Affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in io good faith to relate to any investigation of the Company or its affiliates, 12 Affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates Affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates Affiliates without giving prior written notice to the Company Board or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive in complying with this Section 3.
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Cooperation. Upon the receipt of reasonable notice from the Company (including outside
counsel), counsel of the
Company), Executive agrees that while employed by the Company
or any of its Subsidiaries or Affiliates and thereafter,
the Executive will respond and provide information with regard to matters in which
the Executive has knowledge as a result of
the Executive's employment with the Company, and will provide reasonable assistance to the
Company (provided that if such cooperation is required following ...the period during which Executive is receiving severance pay from the Company, such assistance shall be provided at times mutually agreed to in good faith between Executive and the Company taking into account Executive's obligations under any then-existing full-time business endeavors), its affiliates Affiliates and their respective representatives in defense of any claims that may be made against the Company or its affiliates, Affiliates, and will assist the Company and its affiliates Affiliates in the prosecution of any claims that may be made by the Company or its affiliates, Affiliates, to the extent that such claims may relate to the period of the Executive's employment with the Company (collectively, the "Claims"). The "Cooperation Claims"). Executive agrees to promptly inform the Company if the Executive becomes aware of any lawsuits involving Cooperation Claims that may be 11 filed or threatened against the Company or its affiliates. The Affiliates. Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or its affiliates Affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, Affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates Affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Cooperation Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates Affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate documentation, the The Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive in complying with fulfilling Executive's obligations under this Section 3. 7 after presentation of appropriate documentation related thereto.
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Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive agrees that while employed by the Company and thereafter, the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a result of the Executive's employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of any claims that may be made against the Company or i
...ts affiliates, and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of the Executive's employment with the Company (collectively, the "Claims"). The Executive agrees to promptly inform the Company if the Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against the Company or its affiliates. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or its affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive in complying with this Section 3. 11. 11 12. EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of Section 10 or Section 11 hereof would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages. In the event of a violation by the Executive of Section 10 or Section 11 hereof, any severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately cease, and any severance previously paid to the Executive shall be immediately repaid to the Company.
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Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive agrees that while employed by the Company and thereafter, the Executive will respond and provide
information information, as promptly as reasonably practicable, with regard to matters in which the Executive has knowledge as a result of the Executive's employment with the Company, and will provide reasonable assistance to the
Company, Company and its
affiliates and their respective representatives in
... defense of any claims that may be made against the Company or its affiliates, Company, and will reasonably assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, Company, to the extent that such claims may relate to the period of the Executive's employment with the Company (collectively, the "Claims"). The Executive agrees to promptly inform the Company if the Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against the Company or its affiliates. Company. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or (or its affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, Company, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive in complying with this Section 3.
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Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel),
the Executive agrees that while employed by the Company and thereafter,
the Executive will respond and provide information with regard to matters in which
the Executive has knowledge as a result of
the Executive's employment with the Company, and will provide reasonable assistance to the Company, its
affiliates Affiliates and their respective representatives in defense of any claims that may be made against the C
...ompany or its affiliates, Affiliates, and will assist the Company and its affiliates Affiliates in the prosecution of any claims that may be made by the Company or its affiliates, Affiliates, to the extent that such claims may relate to the period of the Executive's employment with the Company (collectively, the "Claims"). The "Claims"), all at the Company's sole cost and expense. To the extent such cooperation is required after the Employment Term and involves the devotion of Executive's time that is other than de minimis, Company will provide reasonable compensation to Executive for same, not to exceed $200 per hour. Executive agrees to promptly inform the Company Board if the Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against the Company or its affiliates. The Affiliates. Executive also agrees to promptly inform the Company Board (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or its affiliates Affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, Affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates Affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates Affiliates without giving prior written notice to the Company Board or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive in complying with this Section 3.
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Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel),
the Executive agrees that while employed by the Company and thereafter,
the Executive will respond and provide information with regard to matters in which
the Executive has knowledge as a result of
the Executive's employment with the Company, and will provide reasonable assistance to the Company, its
affiliates Affiliates and their respective representatives in defense of any claims that may be made against the C
...ompany or its affiliates, Affiliates, and will assist the Company and its affiliates Affiliates in the prosecution of any claims that may be made by the Company or its affiliates, Affiliates, to the extent that such claims may relate to the period of the Executive's employment with the Company (collectively, the "Claims"). The "Claims"), all at the Company's sole cost and expense. Executive agrees to promptly inform the Company Board if the Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against the Company or its affiliates. The Affiliates. Executive also agrees to promptly inform the Company Board (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or its affiliates Affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, Affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates Affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates Affiliates without giving prior written notice to the Company Board or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive in complying with this Section 3.
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