As a condition to receipt of the benefits set forth in Section 2 herein, for a period of two (2) years following the Separation Date, Executive agrees to make himself available to cooperate reasonably and in good faith with the Company Entities in all matters related to Executive’s service to the Company Entities, including, without limitation, in connection with any litigation or other legal proceedings (provided Executive and the Company Entities are not adverse parties or otherwise have a conflict of interest in regards to such litigation or legal proceeding). The Company agrees that, in requesting and scheduling any cooperation hereunder, that it shall use its reasonable efforts to accommodate and not interfere with Executive’s other professional and personal scheduling demands and obligations (including in connection with any employment Executive may have). The Company further agrees that it will compensate Executive at an agreed-upon reasonable hourly rate for such cooperation, and reimburse (or pay directly on Executive’s behalf) for any reasonable out-of-pocket expenses incurred by Executive, at the direction of the Company Entities, in connection with providing such cooperation, but Executive will not be entitled to additional compensation for such cooperation unless agreed upon in writing with the Company.