Executive agrees that he will cooperate fully with the Company and its counsel, upon their request, with respect to any potential or pending proceeding (including, but not limited to, any litigation, arbitration, regulatory proceeding, investigation or governmental action) that relates at least in part to matters with which Executive was involved while he was an employee of the Company or any of its affiliates, or with which he has knowledge. Executive agrees to render such cooperation in a timely fashion and to provide Company personnel and counsel with the full benefit of his knowledge with respect to any such matter, and will make himself reasonably available for interviews, depositions, or court appearances at the request of the Company or its counsel. Executive also agrees to timely complete, after receipt from the Company, a Director & Officer Questionnaire covering 2016 in January 2017 and to provide other information reasonably required for the Company’s proxy disclosures. The Company and Executive acknowledge and agree that, as of the Effective Date, the 10b5-1 Trading Plan dated September 8, 2016 between the Company and Executive is terminated.