Cooperation Clause. Employee acknowledges that during his employment he was integral in various ongoing litigation matters in which the Company was or may become a party. Employee agrees that, from the time of execution of this Agreement through the Severance Pay Period, Employee shall reasonably assist in the transition of Employee’s duties, which shall include responding to phone calls or emails to answer questions and provide information regarding Employee’s former duties and/or the aforementioned litigation. Employee also agrees that, during the Severance Pay Period, Employee will assist the Company in the aforementioned litigation. Such assistance and/or participation shall not include providing legal services and/or advice, but shall include Employee: (i) making himself reasonably available for interview by the Company or its counsel; (ii) making himself reasonably available for preparation with the Company or its counsel for deposition(s), trial(s), hearing(s) and/or other proceeding(s); (iii) attending any deposition(s), trial(s), hearing(s) and/or other proceeding(s) to provide testimony on the Company’s behalf; (iv) reviewing, locating, and/or providing requested documents relevant to the litigation; and (v) providing other reasonable assistance to the Company or its counsel in the defense or prosecution of the aforementioned litigation. For the enumerated items above, the Company shall compensate Employee at his then-current hourly rate not to exceed one hundred fifty dollars ($150.00) per hour, which will be made in accordance with the Company’s generally applicable policies for employee payroll. The Company shall also reimburse Employee for reasonable out-of-pocket expenses incurred by Employee in the course of complying with the enumerated obligations contained in this Paragraph, in accordance with the Company’s generally applicable policies for employee expenses. Employee’s agreement to assist the Company includes an obligation to provide truthful, accurate, and factual testimony relevant to the subject matter of the aforementioned litigation and Employee agrees to provide such testimony regardless of its substance and regardless of the impact of the testimony on the ultimate outcome of the aforementioned litigation. Manitowoc’s counsel in the aforementioned litigation shall represent Employee in connection with the litigation at Manitowoc’s expense, unless a conflict of interest arises that in the judgment of Manitowoc, or its counsel, requires Employee to have separate counsel or unless Employee otherwise desires to engage Employee’s own counsel at Employee’s own expense.
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Cooperation Clause. Employee acknowledges that during his employment he was integral in various ongoing litigation matters in which the Company was or may become a party. Employee agrees that, from the time of execution of this Agreement through the Severance Pay Period, Employee shall reasonably assist in the transition of Employee’s duties, which shall include responding to phone calls or emails to answer questions and provide information regarding Employee’s former duties and/or the aforementioned litigation. Employee also agrees that, during the Severance Pay Period, Employee will assist the Company in the aforementioned litigation. Such assistance and/or participation shall not include providing legal services and/or advice, but shall include Employee: (i) making himself reasonably available for interview as requested by the Company or its counsel; (ii) making himself reasonably available for preparation , he will fully cooperate with the Company or and its counsel in any formal or informal inquiry, investigation, disciplinary or other proceeding initiated by any government, regulatory or law enforcement agency (including without limitation the Securities and Exchange Commission, FINRA, formerly the National Association of Securities, Inc., or the Office of Thrift Supervision). Employee further agrees to fully cooperate with the Company and its counsel in both the pursuit or prosecution of any claim or right the Company may hold against others (other than Employee) for deposition(s)damages or relief and in defending the Company against any pending or future claims, trial(s), hearing(s) and/or other proceeding(s); (iii) attending any deposition(s), trial(s), hearing(s) and/or other proceeding(s) to provide testimony on complaints or actions brought against the Company’s behalf; (iv) reviewing, locatingincluding but not limited regulatory actions, and/or providing requested administrative proceedings, arbitration claims, lawsuits or independent investigations by the Board in conjunction with a stockholder demand. In this regard, Employee agrees that he will promptly provide all information or documents he may possess relevant to the litigation; subject matter of any inquiry, and (v) providing other reasonable assistance to that he will testify truthfully and with complete candor in connection with any such regulatory, administrative or legal action or proceeding. To the Company or its counsel in the defense or prosecution of the aforementioned litigation. For the enumerated items aboveextent possible, the Company will try to limit Employee’s participation to regular business hours. Any request for cooperation by the Company hereunder will take into account, to the extent practicable, Employee’s personal and professional schedule, and shall compensate Employee at his then-current hourly rate be scheduled so as not to exceed one hundred fifty dollars unreasonably interfere with Employee’s professional schedule. The Company agrees to provide Employee reasonable notice, to the extent practicable, in the event his assistance is required. The Company will reimburse Employee for reasonable travel expenses ($150.00including lodging and meals) per hourincurred by him in connection with providing such assistance and for legal fees to the extent Employee reasonably believes that separate representation is warranted, which will in either case within 30 days of the submission of the appropriate documentation to the Company. In addition, to the extent the Company requires Employee to provide in excess of 8 hours of cooperation in any calendar month, then the Company shall pay Employee an hourly fee based on the last salary rate paid to Employee prior to the Separation Date. Employee’s entitlement to such reimbursement, including legal fees, pursuant to this Section 12, shall in no way affect Employee’s rights to be made indemnified and/or advanced expenses in accordance with the Company’s generally applicable policies for employee payroll. The Company shall also reimburse Employee for reasonable out-of-pocket expenses incurred by Employee in the course of complying with the enumerated obligations contained in this Paragraph, in accordance with the Company’s generally applicable policies for employee expenses. Employee’s agreement to assist the Company includes an obligation to provide truthful, accurate, and factual testimony relevant to the subject matter of the aforementioned litigation and Employee agrees to provide such testimony regardless or any of its substance and regardless of the impact of the testimony on the ultimate outcome of the aforementioned litigation. Manitowoc’s counsel in the aforementioned litigation shall represent Employee in connection with the litigation at Manitowoc’s expense, unless a conflict of interest arises that in the judgment of Manitowocsubsidiaries’ corporate or other organizational documents, or its counsel, requires Employee to have separate counsel or unless Employee otherwise desires to engage Employee’s own counsel at Employee’s own expenseany applicable insurance policy.
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Cooperation Clause. Employee acknowledges that during his employment he was integral in various the ongoing litigation matters in which between the Company was or may become a partyand Sany currently pending in the United States District Court for the Eastern District of Wisconsin (Case No. 13-C-677). Employee agrees thatto continue to assist the Company and participate on behalf of the Company in said litigation and in any litigation against the Company in which Employee was involved while employed with the Company. Such assistance and/or participation shall include, from the time of execution of this Agreement through the Severance Pay Periodbut is not limited to, Employee shall reasonably assist in the transition of Employee’s duties, which shall include : (i) responding to phone calls or emails to answer reasonable questions and provide information regarding Employee’s former duties and/or the aforementioned litigation. Employee also agrees that, during the Severance Pay Period, Employee will assist the Company in the aforementioned litigation. Such assistance and/or participation shall not include providing legal services and/or advice, but shall include Employee: ; (iii) making himself reasonably available for interview by the Company or its counsel; (iiiii) making himself reasonably available for preparation with the Company or its counsel for deposition(s), trial(s), hearing(s) and/or other proceeding(s); (iiiiv) attending any deposition(s), trial(s), hearing(s) and/or other proceeding(s) to provide testimony on the Company’s behalf; (ivv) reviewing, locating, and/or providing requested documents relevant to the litigation; and (vvi) providing any other reasonable assistance to the Company or its counsel in the defense or prosecution of litigation as may, in the aforementioned litigationsole judgement of the Company or its counsel, be necessary. For the enumerated items above, the The Company shall compensate Employee at his then-current hourly last rate not to exceed one hundred fifty dollars ($150.00) per hourof pay as of the Termination Date for Employee’s time spent assisting the Company in litigation as set forth in this Paragraph, which will be made in accordance with the Company’s generally applicable policies for employee payroll. The Company shall also reimburse Employee for reasonable out-of-pocket expenses incurred by Employee in the course of complying with the enumerated obligations contained in this Paragraph, in accordance with the Company’s generally applicable policies for employee expenses. Employee’s agreement to assist the Company includes an obligation to provide truthful, accurate, and factual testimony relevant to the subject matter of the aforementioned ongoing litigation and Employee agrees to provide such testimony regardless of its substance and regardless of the impact of the testimony on the ultimate outcome of the aforementioned ongoing litigation. Manitowoc’s counsel in the aforementioned ongoing litigation shall represent Employee in connection with the litigation at Manitowoc’s expense, unless a conflict of interest arises that in the judgment of Manitowoc, or its counsel, requires Employee to have separate counsel or unless Employee otherwise desires to engage Employee’s own counsel at Employee’s own expense.
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