Employee agrees to cooperate fully with the Employer and to consult with the Employer in connection with the transition of Employee’s responsibilities, and to provide information as needed by the Employer from time to time on a reasonable basis, including, but not limited to, cooperation in connection with litigation, audits, investigations, claims, or personnel matters that arise or have arisen over actions or matters that occurred or failed to occur during the Employee’s employment with the Employer.  Employee agrees to assist the Employer as a witness or during any audit, investigation, or litigation (including depositions, affidavits and trial) if requested by the Employer.  Employee agrees to meet at reasonable times and places with the Employer’s representatives, agents or attorneys for purposes of preparing for such activities.  To the extent practicable and within the control of the Employer, Employee will use reasonable efforts to schedule the timing of Employee’s participation in any such activities in a reasonable manner to take into account Employee’s then current employment.  The Employer will pay the reasonable documented out-of-pocket expenses that Employee incurs for any travel required by the Employer with respect to those activities.