Common use of Cooperation with Employer Clause in Contracts

Cooperation with Employer. During the Transition Period, you agree to cooperate with Medtronic and provide consulting as reasonably requested regarding the transition of your duties; provided that such cooperation and consulting shall not unreasonably interfere with any employment or business pursuits, including consulting, that you may be engaged in from time to time. You represent that you have fully and truthfully disclosed to Medtronic any and all concerns you may have related to your employment and/or any alleged or perceived violation by Medtronic, its agents or employees of Medtronic’s Code of Conduct, its Business Conduct Standards, or any applicable legal, regulatory or quality requirements. In addition, you agree to cooperate fully with Medtronic, including its attorneys or accountants, in connection with any potential or actual litigation, or other real or potential disputes, which directly or indirectly involves Medtronic; provided that such cooperation shall not unreasonably interfere with any employment or business pursuits, including consulting, that you may be engaged in from time to time. You agree to appear as a witness and be available to attend depositions, consultations or meetings regarding litigation or potential litigation as requested by Medtronic. Medtronic acknowledges that these efforts, if necessary, will impose on your time and would likely interfere with other commitments you may have in the future. Consequently, Medtronic shall attempt to schedule such depositions, consultations or meetings in coordination with your schedule, but you recognize that scheduling of certain court proceedings, including depositions, may be beyond Medtronic’s control. Likewise, following the Transition Period, Medtronic agrees to compensate you for your time hereunder at a mutually agreeable per hour rate of Six Hundred Dollars ($600.00) for actual time spent traveling to and from and attending such depositions, consultations or meetings, not to include ancillary time spent at hotels and related locations during evenings between proceedings. Medtronic also agrees to reimburse you for the out-of-pocket expenditures actually and reasonably incurred by you in connection with the performance of the services contemplated by this Section 5.10, including hotel accommodations, air fare transportation and meals consistent with Medtronic’s generally applicable expense reimbursement policies. It is expressly understood by the parties that any compensation paid by Medtronic to you under this Section 5.10 shall be in exchange for your time and is not intended or understood to be dependent upon the character or content of any information you disclose in good faith in any such proceedings, meetings or consultation.

Cooperation with Employer. During the Transition Period, you agree to cooperate with Medtronic and provide consulting as reasonably requested needed regarding the transition of your duties; provided that such cooperation and consulting shall not unreasonably interfere with any employment or business pursuits, including consulting, that you may be engaged in from time to time. You represent that you have fully and truthfully disclosed to Medtronic any and all concerns you may have related to your employment and/or any alleged or perceived violation by Medtronic, its agents or employees of Medtronic’s Code of Conduct, its Business Conduct Standards, or any applicable legal, regulatory or quality requirements. In addition, you agree to cooperate fully with Medtronic, including its attorneys or accountants, in connection with any potential or actual litigation, or other real or potential disputes, which directly or indirectly involves Medtronic; provided that such cooperation shall not unreasonably interfere with any employment or business pursuits, including consulting, that you may be engaged in from time to time. You agree to appear as a witness and be available to attend depositions, consultations or meetings regarding litigation or potential litigation as requested by Medtronic. Medtronic acknowledges that these efforts, if necessary, will impose on your time and would likely interfere with other commitments you may have in the future. Consequently, Medtronic shall attempt to schedule such depositions, consultations or meetings in coordination with your schedule, but you recognize that scheduling of certain court proceedings, including depositions, may be beyond Medtronic’s control. Likewise, following the Transition Periodtransition period, Medtronic agrees to compensate you for your time hereunder at a mutually agreeable per hour rate of Six Five Hundred Dollars ($600.00500.00) for actual time spent traveling to and from and attending such depositions, consultations or meetings, not to include ancillary time spent at hotels and related locations during evenings between proceedings. Medtronic also agrees to reimburse you for the out-of-pocket expenditures actually and reasonably incurred by you in connection with the performance of the services contemplated by this Section 5.10Subsection, including hotel accommodations, air fare transportation and meals consistent with Medtronic’s generally applicable expense reimbursement policies. It is expressly understood by the parties that any compensation paid by Medtronic to you under this Section 5.10 Subsection shall be in exchange for your time and is not intended or understood to be dependent upon the character or content of any information you disclose in good faith in any such proceedings, meetings or consultation.