In consideration of a payment to Executive of $100 (the “ Special Payment ”), Executive agrees that he will reasonably cooperate with the Company, upon request, in relation to (a) the defense, prosecution or other involvement in any continuing or future claims, lawsuits, arbitrations, proceedings, charges, and internal or external investigations which arise out of events or business matters over which Executive had responsibility or about which Executive may have knowledge or serve as a witness, (b) acquisitions and dispositions by the Company and its Affiliates with which Executive was involved while employed and (c) any other matter as Executive may be reasonably directed by the Company. Executive hereby covenants and agrees to testify truthfully in any and all such matters and proceedings. Such continuing duty of cooperation shall include (i) deposition and witness appearances, (ii) making himself reasonably available to the Company or to one or more individuals as directed by the Company, upon reasonable notice, for interviews, meetings or periodic updates on matters specified by the Company and (iii) furnishing information to the Company, its legal counsel or other individuals upon request. The cooperation to be provided hereunder is not expected to exceed fifteen (15) hours per month, other than preparing for and attending depositions and witness appearances which shall not be limited as to duration. In addition, the Company shall act reasonably and in good faith in connection with any request for such cooperation and shall take into account and accommodate to the extent practicable under the circumstances, in connection with any such request, Executive’s other commitments, including, without limitation, commitments to any future employer of Executive. Executive shall also act reasonably and in good faith in the provision of such cooperation. In addition, the Company will reimburse actual documented reasonable out-of-pocket expenses necessarily incurred in connection with this Section 7 , such as out-of-town travel, lodging, and meals as if incurred under the Company’s expense reimbursement policy for officers in accordance with Company policy and procedures. Executive shall not knowingly encourage, counsel or assist any non-governmental attorneys or their clients in the presentation or prosecution of any Released Claims (as defined below in Section 10 ) by any non-governmental third party against the Company or any of its Affiliates, unless required to do so by law. Notwithstanding anything to the contrary, in the event that the Executive shall be requested to cooperate with the Company after the end of the Severance Period, the Company shall pay the Executive $5,000 per diem for his services pursuant to this Section 7, such payment to be made within 30 days of receipt of written request. Executive acknowledges and agrees that the payments made to him under this Section 7 constitute an enhanced benefit which is conditioned on Executive’s agreement to the matters set forth in this Separation Agreement and exceeds any remuneration to which Executive is otherwise entitled under the ESP.