From and after the Separation Date, Executive agrees that Executive shall assist the Company in the defense of any claims or potential claims that may be made or threatened to be made against the Company in any action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise, that are not adverse to Executive (an “ Action ”), and will assist the Company in the prosecution of any claims that may be made by the Company in any Action, to the extent that such claims may relate to Executive’s employment or the period of Executive’s employment by the Company. Executive agrees, unless precluded by law, to inform the Company promptly, but in no event later than within ten calendar days, if Executive is asked to participate (or otherwise become involved) in any Action involving such claims or potential claims. Executive also agrees, unless precluded by law, to inform the Company promptly, but in no event later than ten calendar days, if Executive is asked to assist in any investigation (whether governmental or otherwise) of the Company or any of its affiliates to the extent that such investigation may relate to Executive’s employment or the period of Executive’s employment by the Company, regardless of whether a lawsuit has then been filed against the Company with respect to such investigation. The Company shall reimburse Executive for all of Executive’s reasonable out-of-pocket fees and expenses (including reasonable attorney’s fees) associated with such assistance. Any reimbursement that is taxable income to Executive shall be subject to applicable withholding taxes. The Company agrees that after the Separation Date, Executive’s obligations under this Section 6 shall not unreasonably interfere with any employment or other remuneration for services in which Executive may be engaging at such time.