Executive agrees that at all times following the termination of his employment, Executive will cooperate in all reasonable respects (after taking into account his personal and professional schedule) with the Company and its Affiliates in connection with any and all existing or future litigation, actions or proceedings arising with respect to the period of Executive’s employment with the Company (whether civil, criminal, administrative, regulatory or otherwise) brought by or against the Company or any of its Affiliates, to the extent the Company reasonably deems Executive’s cooperation necessary, provided that the Company shall use reasonable efforts to limit Executive’s need to travel in connection with providing such cooperation. Executive shall be reimbursed for all reasonable out-of-pocket expenses incurred by Executive as a result of such cooperation. With respect to any and all existing or future litigation, actions or proceedings (whether civil, criminal, administrative, regulatory or otherwise) brought against Executive in connection with his employment by the Company, the Company will honor, and proceed in accordance with, its bylaws as in effect from time to time and any indemnification agreement, plan or policy in effect and applicable to Executive as of the date of his termination of employment with the Company.