Executive agrees that following the termination of his employment for any reason, for a period of twelve (12) months he shall reasonably cooperate at mutually convenient times and locations in connection with the defense of, or prosecution by, the Company or any of its affiliates with respect to any threatened or pending litigation or in any investigation or proceeding by any Government Agency or body that relates to any events or actions which occurred during the term of Executive’s employment with, or service to, the Company or any of its affiliates or subsidiaries, whether during or prior to the commencement of the Period of Employment.  The Company shall reimburse Executive for reasonable expenses incurred by Executive in connection with such cooperation.  Executive shall be compensated for his time at a mutually agreed upon rate for any services other than the provision of information to the Company or its counsel and/or testifying as a witness, which he shall undertake without any compensation up to a maximum obligation of 120 hours.