Common use of COBRA Benefits Clause in Contracts

COBRA Benefits. (i) If the Participant is eligible and has made the necessary elections for continuation coverage pursuant to COBRA under a health, dental, or vision plan sponsored by the Company or an Affiliate, the Company (or the Participant’s employing Affiliate) will pay, as and when due directly to the COBRA carrier, the COBRA premiums necessary to continue the COBRA coverage for the Participant and his or her eligible dependents until the earliest to occur of (i) the end of the applicable Severance Period, (ii) the date on which the Participant becomes eligible for coverage under the group health insurance plans of a subsequent employer, and (iii) the date on which the Participant is no longer eligible for continuation coverage under COBRA (such period from the date of the Qualifying Termination through the earliest of (i) through (iii), the “COBRA Payment Period”). (ii) Notwithstanding the foregoing, if at any time the Company (or the Participant’s employing Affiliate) determines, in its sole discretion, that the payment of COBRA premiums hereunder is likely to result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay the Participant, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings and deductions. To the extent applicable, on the first business day to occur on or after the 60th day following the date of the Participant’s Qualifying Termination, the Company (or the Participant’s employing Affiliate) will make the first payment under this Section 4(b)(ii) in a lump sum equal to the aggregate amount of payments that the Company (or the Participant’s employing Affiliate) would have paid through such date had such payments commenced on the Separation from Service through such 60th day, with the balance of the payments paid thereafter on the original schedule. The Participant may, but is not obligated to, use such payments toward the cost of COBRA premiums. (iii) If the Participant becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the applicable Severance Period, the Participant must immediately notify the Company (or the Participant’s employing Affiliate) of such event, and all payments and obligations under this section 4(b) will cease. For purposes of this Section 4(b), references to COBRA also refer to analogous provisions of state law. Any applicable insurance premiums that are paid by the Company (or the Participant’s employing Affiliate) will not include any amounts payable by the Participant under a Code Section 125 health care reimbursement plan, which are the sole responsibility of the Participant.

COBRA Benefits. (i) If the Participant is eligible and has Any COBRA reimbursements under this Agreement will be made the necessary elections for continuation coverage pursuant to COBRA under a health, dental, or vision plan sponsored by the Company or an Affiliateto Executive consistent with the Company’s normal expense reimbursement policy, provided that Executive submits documentation to the Company substantiating his payments for COBRA coverage. However, if the Company determines in its sole discretion that it cannot, without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provide any COBRA reimbursements or the Participant’s employing Affiliate) will pay, as and when due directly to the COBRA carrier, the direct payments of COBRA premiums necessary to continue the COBRA coverage for the Participant and his or her eligible dependents until the earliest to occur of under this Agreement (i) the end of the applicable Severance Period, (ii) the date on which the Participant becomes eligible for coverage under the group health insurance plans of a subsequent employer, and (iii) the date on which the Participant is no longer eligible for continuation coverage under COBRA (such period from the date of the Qualifying Termination through the earliest of (i) through (iii)either, the “COBRA Benefits”) that otherwise would be due to Executive under this Section 6, the Company will not provide, and Executive will not be entitled to, COBRA Benefits or any payments in lieu of any such COBRA Benefits, in each case, to which Executive is entitled under Section 6(b), but the Company will, in lieu of any such COBRA Benefits to which Executive is entitled under Section 6(a) or Section 6(c) of this Agreement, provide to Executive a taxable monthly payment (“Healthcare Premium Payment”) for the number of months in the Severance Period in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his group health coverage at coverage levels in effect immediately prior to Executive’s termination (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage. At the same time each monthly Healthcare Premium Payment Period”(if any is due) is paid to Executive, the Company also will provide Executive with a gross-up amount, determined by the Company, necessary to pay federal and state income and employment taxes incurred by Executive with respect to such Healthcare Premium Payment (with such gross-up to be calculated by the Company based on the withholding rates the Company has in effect for Executive at the time the Healthcare Premium Payment is paid to Executive). (ii) . For the avoidance of doubt, the taxable payments in lieu of COBRA Benefits may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject to all applicable withholdings. Notwithstanding anything to the foregoingcontrary under this Agreement, if at any time the Company (or the Participant’s employing Affiliate) determines, determines in its sole discretion, discretion that it cannot provide the payment of COBRA premiums hereunder is likely to result in a violation of the nondiscrimination rules of payments contemplated by this Section 105(h)(26(d) of the Code or any statute or regulation of similar effect without violating applicable law (including, without limitation, Section 2716 of the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Public Health Care and Education Reconciliation Service Act), then Executive will not receive such payment, any further COBRA Benefits or any payments or benefits in lieu of providing the COBRA premiums, the Company will instead pay the Participant, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings and deductions. To the extent applicable, on the first business day to occur on or after the 60th day following the date of the Participant’s Qualifying Termination, the Company (or the Participant’s employing Affiliate) will make the first payment under this Section 4(b)(ii) in a lump sum equal to the aggregate amount of payments that the Company (or the Participant’s employing Affiliate) would have paid through such date had such payments commenced on the Separation from Service through such 60th day, with the balance of the payments paid thereafter on the original schedule. The Participant may, but is not obligated to, use such payments toward the cost of COBRA premiumsthereof. (iii) If the Participant becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the applicable Severance Period, the Participant must immediately notify the Company (or the Participant’s employing Affiliate) of such event, and all payments and obligations under this section 4(b) will cease. For purposes of this Section 4(b), references to COBRA also refer to analogous provisions of state law. Any applicable insurance premiums that are paid by the Company (or the Participant’s employing Affiliate) will not include any amounts payable by the Participant under a Code Section 125 health care reimbursement plan, which are the sole responsibility of the Participant.

COBRA Benefits. If you are entitled to receive the Severance Benefits as provided in Section (ic) If above, and if you timely elect continued coverage under COBRA for yourself and your covered dependents under the Participant is eligible and has made the necessary elections for continuation coverage pursuant to COBRA under a healthCompany’s group health plans following your Separation from Service, dental, or vision plan sponsored by then the Company or an Affiliate, the Company (or the Participant’s employing Affiliate) will shall pay, as and when due directly to the COBRA carrier, the COBRA premiums necessary to continue the COBRA your health insurance coverage in effect for yourself and your eligible dependents for the Participant and his or her eligible dependents period commencing on the termination of your benefits following your Separation from Service (“COBRA Commencement Date”)(the “COBRA Premium Amount”) until the earliest to occur of (iA) the end close of the applicable Severance Period6 month period following the COBRA Commencement Date, (iiB) the expiration of your eligibility for the continuation coverage under COBRA, or (C) the date on which the Participant becomes when you become eligible for coverage under the group substantially equivalent health insurance plans of a subsequent employer, and (iii) the date on which the Participant is no longer eligible for continuation coverage under COBRA in connection with new employment or self-employment (such period from the termination date of the Qualifying Termination through the earliest of (iA) through (iiiC), the “COBRA Payment Period”). (ii) . Notwithstanding the foregoing, if at any time the Company (or the Participant’s employing Affiliate) determines, in its sole discretion, that the payment of the COBRA premiums hereunder is likely to Premium Amount would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including, without limitation, including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiumsPremium Amount, the Company will shall instead pay the Participant, you on the first day of each month of the remainder of the COBRA Payment Period, Period a fully taxable cash payment equal to the COBRA premiums Premium Amount for that month, subject to applicable tax withholdings and deductions(such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. To On the extent applicable, on the first business day to occur on or after the 60th eighth (8th) day following the Release Effective Date (or, if later the date of such amounts are due to the Participant’s Qualifying TerminationCOBRA carrier) , the Company (or the Participant’s employing Affiliate) will make the first payment under this Section 4(b)(ii) clause (and, in the case of the Special Severance Payment, such payment will be made to you, in a lump sum sum) equal to the aggregate amount of payments that the Company (or the Participant’s employing Affiliate) would have paid through such date had such payments commenced on the Separation from Service through such 60th eighth (8th) day, with the balance of the payments paid thereafter on the original scheduleschedule described above, subject to any delay in payment required by Section 4 below. The Participant may, but is not obligated to, use such payments toward the cost of COBRA premiums. (iii) If the Participant becomes you become eligible for coverage under another employer’s group health plan or otherwise ceases cease to be eligible for COBRA during the applicable Severance Periodperiod provided in this clause, the Participant you must immediately notify the Company (or the Participant’s employing Affiliate) of such event, and all payments and obligations under this section 4(b) will clause shall cease. For purposes of this Section 4(b), references to COBRA also refer to analogous provisions of state law. Any applicable insurance premiums that are paid by the Company (or the Participant’s employing Affiliate) will not include any amounts payable by the Participant under a Code Section 125 health care reimbursement plan, which are the sole responsibility of the Participant.

COBRA Benefits. (i) If the Participant is eligible and has made the necessary elections for continuation coverage Upon “Termination With Cause” by Company, pursuant to COBRA under a healthSection 4.1 or upon “Termination Without Cause” by Company, dental, pursuant to Section 4.2 or vision plan sponsored upon “Employment Terminated by the Company Executive” pursuant to Section 4.3 or an Affiliate, the Company (or the Participant’s employing Affiliate) will pay, as and when due directly to the COBRA carrier, the COBRA premiums necessary to continue the COBRA coverage for the Participant and his or her eligible dependents until the earliest to occur of (i) upon the end of the applicable Severance Period, (ii) Term of this Agreement as defined in Section 1.2 to the date on which the Participant becomes eligible for extent such coverage is available and is elected by Executive under the group Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall contribute to the health insurance plans plan maintained by the Company and covering Executive and his dependents as of a subsequent employer, and (iii) the date on which the Participant is no longer eligible for continuation coverage under COBRA (such period from the date of termination, or any successor plan maintained by the Qualifying Termination through Company, that amount that reflects the earliest proportionate part of the premium for such coverage that is paid by the Company as of the date of execution of this Agreement while Executive still served as CFO in the amount of $1,721.37 per month (i) through (iiithe “Benefits Payments”), such Benefits Payments to be made monthly in accordance with the Company’s normal procedures for the payment of health insurance premiums, throughout the period beginning on the date of termination and ending on the earlier of the 12-month anniversary of the date of termination and the expiration of the coverage period specified in COBRA, such period to be determined as of the date of termination (the “COBRA Payment Reimbursement Period”) (i.e., Executive shall bear responsibility for that portion of the health insurance premiums in excess of the Benefits Payments). , or, alternately, in the Company’s sole discretion, the Company shall reimburse Executive the amount of the Benefits Payment on a monthly basis during the Reimbursement Period, upon Executive’s submission to the Company of adequate proof of payment of the full COBRA premium by Executive; provided, however, that if Executive becomes employed with another employer during the Reimbursement Period and is eligible to receive health and/or medical benefits that are substantially comparable to those offered by the Company under such other employer’s plans, as determined by the Company, the Company’s payment obligation under this paragraph shall end. Executive will notify the Company of his eligibility for such other employer-provided benefits within thirty (ii30) days of attaining of such eligibility. Notwithstanding the foregoing, if at any time in the Company (or the Participant’s employing Affiliate) determines, in its sole discretion, event that the Company’s payment of COBRA premiums hereunder is likely to result in a violation of obligation under this paragraph would violate the nondiscrimination rules applicable to non- grandfathered group health plans, or result in the imposition of Section 105(h)(2) of penalties under the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by Act of 2010 and the 2010 Health Care related regulations and Education Reconciliation Actguidance promulgated thereunder (“PPACA”), then in lieu of providing the COBRA premiums, the Company will instead pay and Executive agree to reform this paragraph in a manner as is necessary to comply with PPACA while still providing economically equivalent benefits. For the Participantavoidance of doubt, Executive shall be responsible for paying any U.S. federal or state income taxes associated with the Benefits Payments. Executive acknowledges that the payments and benefits referred to in this Section, together with any rights or benefits under any written plan or agreement which have vested on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal or prior to the COBRA premiums for that month, subject to applicable tax withholdings and deductions. To the extent applicable, on the first business day to occur on or after the 60th day following the termination date of the ParticipantExecutive’s Qualifying Termination, the Company (or the Participant’s employing Affiliate) will make the first payment employment under this Section 4(b)(ii) in a lump sum equal constitute the only payments which Executive shall be entitled to the aggregate amount of payments that receive from the Company (or any of its Affiliates hereunder in the Participant’s employing Affiliate) would have paid through such date had such payments commenced on the Separation from Service through such 60th dayevent of any termination of his employment pursuant to 4.2, with the balance 4.3 or as of the payments paid thereafter on end of the original schedule. The Participant may, but is not obligated to, use such payments toward Term of this Agreement as defined in Section 1.2 and the cost of COBRA premiums. (iii) If the Participant becomes eligible for coverage under another employer’s group health plan Company and its Affiliates shall have no further liability or obligation to him hereunder or otherwise ceases to be eligible for COBRA during the applicable Severance Period, the Participant must immediately notify the Company (or the Participant’s employing Affiliate) in respect of such event, and all payments and obligations under this section 4(b) will cease. For purposes of this Section 4(b), references to COBRA also refer to analogous provisions of state law. Any applicable insurance premiums that are paid by the Company (or the Participant’s employing Affiliate) will not include any amounts payable by the Participant under a Code Section 125 health care reimbursement plan, which are the sole responsibility of the Participanthis employment.

COBRA Benefits. If you are entitled to receive the Severance Benefits as provided in Section (ic) If above, and if you timely elect continued coverage under COBRA for yourself and your covered dependents under the Participant is eligible and has made the necessary elections for continuation coverage pursuant to COBRA under a healthCompany’s group health plans following your Separation from Service, dental, or vision plan sponsored by then the Company or an Affiliate, the Company (or the Participant’s employing Affiliate) will shall pay, as and when due directly to the COBRA carrier, the COBRA premiums necessary to continue the COBRA your health insurance coverage in effect for yourself and your eligible dependents for the Participant and his or her eligible dependents period commencing on the termination of your benefits following your Separation from Service (“COBRA Commencement Date”) (the “COBRA Premium Amount”) until the earliest to occur of (iA) the end close of the applicable Severance Period12 month period following the COBRA Commencement Date, (iiB) the expiration of your eligibility for the continuation coverage under COBRA, or (C) the date on which the Participant becomes when you become eligible for coverage under the group substantially equivalent health insurance plans of a subsequent employer, and (iii) the date on which the Participant is no longer eligible for continuation coverage under COBRA in connection with new employment or self-employment (such period from the termination date of the Qualifying Termination through the earliest of (iA) through (iiiC), the “COBRA Payment Period”). (ii) . Notwithstanding the foregoing, if at any time the Company (or the Participant’s employing Affiliate) determines, in its sole discretion, that the payment of the COBRA premiums hereunder is likely to Premium Amount would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including, without limitation, including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiumsPremium Amount, the Company will shall instead pay the Participant, you on the first day of each month of the remainder of the COBRA Payment Period, Period a fully taxable cash payment equal to the COBRA premiums Premium Amount for that month, subject to applicable tax withholdings and deductions(such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. To On the extent applicable, on the first business day to occur on or after the 60th eighth (8th) day following the Release Effective Date (or, if later the date of such amounts are due to the Participant’s Qualifying TerminationCOBRA carrier) , the Company (or the Participant’s employing Affiliate) will make the first payment under this Section 4(b)(ii) clause (and, in the case of the Special Severance Payment, such payment will be made to you, in a lump sum sum) equal to the aggregate amount of payments that the Company (or the Participant’s employing Affiliate) would have paid through such date had such payments commenced on the Separation from Service through such 60th eighth (8th) day, with the balance of the payments paid thereafter on the original scheduleschedule described above, subject to any delay in payment required by Section 4 below. The Participant may, but is not obligated to, use such payments toward the cost of COBRA premiums. (iii) If the Participant becomes you become eligible for coverage under another employer’s group health plan or otherwise ceases cease to be eligible for COBRA during the applicable Severance Periodperiod provided in this clause, the Participant you must immediately notify the Company (or the Participant’s employing Affiliate) of such event, and all payments and obligations under this section 4(b) will clause shall cease. For purposes of this Section 4(b), references to COBRA also refer to analogous provisions of state law. Any applicable insurance premiums that are paid by the Company (or the Participant’s employing Affiliate) will not include any amounts payable by the Participant under a Code Section 125 health care reimbursement plan, which are the sole responsibility of the Participant.

COBRA Benefits. (i) If the Participant is Should you timely elect and be eligible and has made the necessary elections for continuation coverage to continue receiving group health insurance pursuant to COBRA under a health, dental, or vision plan sponsored by the Company or an Affiliate“COBRA” law, the Company (or the Participant’s employing Affiliate) will paywill, as and when due directly to the COBRA carrier, the COBRA premiums necessary to continue the COBRA coverage for the Participant and his or her eligible dependents until the earliest to occur earlier of (ix) the end of the applicable Severance PeriodOctober 2, 2021, and (iiy) the date on which the Participant becomes eligible for you obtain alternative coverage under the group health insurance plans of a subsequent employer, and (iii) the date on which the Participant is no longer eligible for continuation coverage under COBRA (such period from the date of the Qualifying Termination through the earliest of (i) through (iii)as applicable, the “COBRA Payment Contribution Period”), continue to pay the share of the premiums for such coverage to the same extent it was paying such premiums on your behalf immediately prior to the Resignation Date, as well any administrative fee; provided, however, that such payments shall not commence until after the expiration of the Revocation Period. The remaining balance of any premium costs during the COBRA Contribution Period, and all premium costs (and any administrative fee) thereafter, shall be paid by you on a monthly basis for as long as, and to the extent that, you remain eligible for COBRA continuation. You agree that, should you obtain alternative group health insurance coverage prior to October 2, 2021, you will so inform the Company in writing within five (5) business days of obtaining such coverage. ActiveUS 187573123v.5 You will not be eligible for, nor shall you have a right to receive, any payments or benefits from the Company following the Resignation Date other than as set forth in this section Release of Claims – In consideration of the severance benefits, which you acknowledge you would not otherwise be entitled to receive, you, unless excluded by this Agreement or by law. hereby fully, forever, irrevocably and unconditionally release, remise and discharge the Company, its affiliates, subsidiaries, parent companies, predecessors, and successors, and all of their respective past and present officers, directors, stockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that you ever had or now have against any or all of the Released Parties, whether known or unknown, including, but not limited to, any and all claims arising out of or relating to your employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq. , the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (ii) Notwithstanding “WARN”), 29 U.S.C. § 2101 et seq., the foregoingRehabilitation Act of 1973, if at 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., all as amended; all claims arising out of the Massachusetts Fair Employment Practices Act, Mass. Gen. Laws ch. 151B, § 1 et seq., the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102, Mass. Gen. Laws ch. 214, § 1C (Massachusetts right to be free from sexual harassment law), the Massachusetts Labor and Industries Act, Mass. Gen. Laws ch. 149, § 1 et seq., Mass. Gen. Laws ch. 214, § 1B (Massachusetts right of privacy law), the Massachusetts Maternity Leave Act, Mass. Gen. Laws ch. 149, § 105D, and the Massachusetts Small Necessities Leave Act, Mass. Gen. Laws ch. 149, § 52D, all as amended; all rights and claims under the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, § 148 et seq., as amended (Massachusetts law regarding payment of wages and overtime), including any time rights or claims thereunder to unpaid wages, including overtime, bonuses, commissions, and accrued, unused vacation time); all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise; all state and federal whistleblower claims to the maximum extent permitted by law; and any claim or damage arising out of your employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or the Participant’s employing Affiliate) determinesany federal, in its sole discretionstate or local statute or ordinance not expressly referenced above; provided, however, that the payment this release of COBRA premiums hereunder is likely to result claims does not prevent you from filing a charge with, cooperating with, or participating in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code any investigation or any statute or regulation of similar effect (including, without limitationproceeding before, the 2010 Patient Protection Equal Employment Opportunity Commission or a state fair employment practices agency (except that you acknowledge that you may not recover any monetary benefits in connection with any such charge, investigation, or proceeding, and Affordable Care Actyou further waive any rights or claims to any payment, as amended benefit, attorneys’ fees or other remedial relief in connection with any such charge, investigation or proceeding). Further, this release does not release your rights to vested benefits under any 401(k) plan or other ERISA-covered benefit plan (excluding severance) provided by the 2010 Health Care Company, vested equity and/or your rights to indemnification and Education Reconciliation Act)defense, then in lieu of providing the COBRA premiums, the Company will instead pay the Participant, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings and deductions. To the extent applicable, on the first business day to occur on or after the 60th day following the date of the Participant’s Qualifying Termination, the Company (or the Participant’s employing Affiliate) will make the first payment under this Section 4(b)(ii) in a lump sum equal to the aggregate amount of payments that the Company (or the Participant’s employing Affiliate) would have paid through such date had such payments commenced on the Separation from Service through such 60th day, with the balance of the payments paid thereafter on the original schedule. The Participant may, but is not obligated to, use such payments toward the cost of COBRA premiumsif any. (iii) If the Participant becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the applicable Severance Period, the Participant must immediately notify the Company (or the Participant’s employing Affiliate) of such event, and all payments and obligations under this section 4(b) will cease. For purposes of this Section 4(b), references to COBRA also refer to analogous provisions of state law. Any applicable insurance premiums that are paid by the Company (or the Participant’s employing Affiliate) will not include any amounts payable by the Participant under a Code Section 125 health care reimbursement plan, which are the sole responsibility of the Participant.

COBRA Benefits. (i) If the Participant is eligible and has made the necessary elections for continuation coverage pursuant Employee elects to COBRA under a healthcontinue participation in any group medical, dental, or vision and/or prescription drug plan sponsored by the Company or an Affiliate, the Company (or the Participantbenefits to which Employee and/or Employee’s employing Affiliate) will pay, as and when due directly to the COBRA carrier, the COBRA premiums necessary to continue the COBRA coverage for the Participant and his or her eligible dependents until would be entitled under Section 4980B of the earliest to occur Code (COBRA), then, during the first 12 months of the Severance Allowance Period (the “Benefits Continuation Period” which shall have begun on May 1, 2014), Company will pay the excess of (i) the end COBRA cost of the applicable Severance Period, such coverage over (ii) the date on which amount that Employee would have had to pay for such coverage if he had remained employed during the Participant Benefits Continuation Period and paid the active employee rate for such coverage. ; provided, however, that (A) if, during the Benefits Continuation Period, Employee becomes eligible for coverage under the to receive group health insurance plans benefits under a program of a subsequent employeremployer or otherwise (including coverage available to Employee’s spouse), then Company’s obligation to pay any portion of the cost of health coverage as provided under this Section 3 shall thereupon immediately cease, except as otherwise provided by law, and terminate at the date of earliest possible commencement of medical coverage by the subsequent employer; (iiiB) the date on Benefits Continuation Period shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; (C) during the Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (D) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the Participant expense was incurred; and (E) Employee’s rights pursuant to this Section 3 shall not be subject to liquidation or exchange for another benefit. Further, under the COBRA guidelines, Employee is no longer entitled to pay premiums to extend medical and dental insurance coverage beyond the Benefits Continuation Period (see attached forms). However, the extended coverage available under the COBRA guidelines cease upon eligibility for another employer’s medical insurance plan. Employee agrees to notify Company within seven days of becoming eligible for continuation coverage another employer’s medical insurance plan. Should Employee fail to notify Company in a timely manner of his eligibility to receive group health benefits under COBRA (such period a program of a subsequent employer or otherwise, then Employee will be liable for all payments made by Company pursuant to this Section 3 from the date of the Qualifying Termination commencement of subsequent group health coverage through the earliest of (i) through (iii), the “COBRA Payment Period”). (ii) Notwithstanding the foregoing, if at any time the Company (or the Participant’s employing Affiliate) determines, in its sole discretion, that the payment of COBRA premiums hereunder is likely to result in a violation end of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay the Participant, on the first day of each month of the remainder of the COBRA Payment Benefits Continuation Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings and deductions. To the extent applicable, on the first business day to occur on or after the 60th day following the date of the Participant’s Qualifying Termination, the Company (or the Participant’s employing Affiliate) will make the first payment under this Section 4(b)(ii) in a lump sum equal to the aggregate amount of payments that the Company (or the Participant’s employing Affiliate) would have paid through such date had such payments commenced on the Separation from Service through such 60th day, with the balance of the payments paid thereafter on the original schedule. The Participant may, but is not obligated to, use such payments toward the cost of COBRA premiums. (iii) If the Participant becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the applicable Severance Period, the Participant must immediately notify the Company (or the Participant’s employing Affiliate) of such event, and all payments and obligations under this section 4(b) will cease. For purposes of this Section 4(b), references to COBRA also refer to analogous provisions of state law. Any applicable insurance premiums that are paid by the Company (or the Participant’s employing Affiliate) will not include any amounts payable by the Participant under a Code Section 125 health care reimbursement plan, which are the sole responsibility of the Participant.

COBRA Benefits. (i) The following language is added to the Offer Letter: “If the Participant your employment is eligible and has made the necessary elections for continuation coverage pursuant to COBRA under a health, dental, or vision plan sponsored terminated by the Company without Cause or an Affiliateyou resign your employment for Good Reason, the Company (or will pay the Participant’s employing Affiliate) will pay, as and when due directly to the COBRA carrier, the COBRA premiums necessary to continue your group health insurance benefits under Title X of the COBRA coverage Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for the Participant you and his or her your eligible dependents until the earliest to occur earlier of (iA) eighteen (18) months from the end date of the applicable Severance Periodyour termination of employment, (iiB) the date on upon which the Participant becomes you and/or your eligible for coverage dependents become covered under the group health insurance similar plans of a subsequent employer, and or (iiiC) the date on upon which the Participant is no longer you cease to be eligible for continuation coverage under COBRA (such period from the date of the Qualifying Termination through the earliest of (i) through (iii)payments, the “COBRA Payment PeriodPremiums”). . The payment of such COBRA Premiums will be treated as taxable income to you; provided, however, you will also receive additional monthly payments from the Company sufficient to pay any federal, state or local income, employment or other taxes arising from each monthly payment of the COBRA Premiums and any federal, state or local income, employment or other taxes arising pursuant to this sentence, calculated based on the highest applicable marginal federal and state income (if any) and other applicable tax rates in effect at the time of payment of the applicable COBRA Premiums (such additional payments, the “Tax Payments”). For the avoidance of doubt, the Tax Payments will constitute Deferred Compensation Separation Benefits and will be subject to the treatment (including any delay of payment) of Deferred Compensation Separation Benefits detailed in this offer letter. Further, in order to comply with the rules of Section 409A, in no event will any Tax Payments be made to you (i) later than the end of your taxable year next following your taxable year in which the taxes relating to the COBRA Premiums are remitted by or on your behalf, or (ii) Notwithstanding if the foregoingtaxes arise in connection with a tax audit or litigation, if at any time later than the Company (end of your taxable year next following your taxable year in which the taxes that are the subject of the audit or the Participant’s employing Affiliate) determineslitigation are remitted, in its sole discretioneach case, that the payment of COBRA premiums hereunder is likely to result in a violation of the nondiscrimination rules of accordance with Section 105(h)(21.409A-3(i)(1)(v) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay the Participant, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings and deductions. To the extent applicable, on the first business day to occur on or after the 60th day following the date of the Participant’s Qualifying Termination, the Company (or the Participant’s employing Affiliate) will make the first payment under this Section 4(b)(ii) in a lump sum equal to the aggregate amount of payments that the Company (or the Participant’s employing Affiliate) would have paid through such date had such payments commenced on the Separation from Service through such 60th day, with the balance of the payments paid thereafter on the original schedule. The Participant may, but is not obligated to, use such payments toward the cost of COBRA premiumsTreasury Regulations. (iii) If the Participant becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the applicable Severance Period, the Participant must immediately notify the Company (or the Participant’s employing Affiliate) of such event, and all payments and obligations under this section 4(b) will cease. For purposes of this Section 4(b), references to COBRA also refer to analogous provisions of state law. Any applicable insurance premiums that are paid by the Company (or the Participant’s employing Affiliate) will not include any amounts payable by the Participant under a Code Section 125 health care reimbursement plan, which are the sole responsibility of the Participant.”

COBRA Benefits. (ia) If The Buyer represents to the Participant is Seller that neither the Buyer nor any ERISA Affiliate of the Buyer currently maintains a group health plan and that as of the Closing Date, neither the Company Employees, nor their dependants, shall be eligible and has made the necessary elections for continuation coverage pursuant to COBRA under a health, dental, or vision participate in any group health plan sponsored by the Company or an AffiliateBuyer, the Company or any ERISA Affiliate of the Buyer. The Buyer agrees that it, directly or through an ERISA Affiliate, shall establish a group health plan covering the Company Employees on or before December 31, 2008. (or b) As of the Participant’s employing Affiliate) will payClosing, as and when due directly to the COBRA carrier, the COBRA premiums necessary to continue the COBRA coverage for the Participant and his or her eligible dependents until the earliest to occur of (i) the end Company shall cease to be an ERISA Affiliate of the applicable Severance PeriodSeller and shall cease to be a sponsoring employer under all Seller Plans, including the Seller’s group health plan and (ii) the date on which coverage of the Participant becomes eligible for Company Employees under all Seller Plans, including Seller’s group health plan, shall cease, subject only to the rights of some Company Employees or their dependants to elect continuation coverage under federal COBRA. The Seller agrees to cause timely notice to be provided to all “covered employees” or “qualified beneficiaries” whose coverage under the Seller’s group health insurance plans plan terminates as a result of a subsequent employer, and (iii) the date on which the Participant is no longer eligible for Closing of their rights to elect COBRA continuation coverage under COBRA Seller’s group health plan (such period from the date of the Qualifying Termination through the earliest of (i) through (iii), the those Company Employees electing continuation coverage referred to herein as “COBRA Payment PeriodBeneficiaries”). (iic) Notwithstanding The Buyer shall reimburse the foregoingCOBRA Beneficiaries for any increase in the contributions payable for medical, if at any time dental and vision coverage by such COBRA Beneficiaries to the Company Seller for providing continuation coverage, including medical, dental and vision coverage. The Buyer shall also reimburse the Seller in an amount equal to fifty percent (or the Participant’s employing Affiliate) determines, in its sole discretion, that the payment of COBRA premiums hereunder is likely to result in a violation of the nondiscrimination rules of Section 105(h)(250%) of the Code or any statute or regulation total cost of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended premiums paid by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay the Participant, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal Seller to the COBRA premiums for that month, subject to applicable tax withholdings and deductions. To the extent applicable, on the first business day to occur on or after the 60th day following the date of the Participant’s Qualifying Termination, the Company (or the Participant’s employing Affiliate) will make the first payment under this Section 4(b)(ii) in a lump sum equal to the aggregate amount of payments that the Company (or the Participant’s employing Affiliate) would have paid through such date had such payments commenced on the Separation from Service through such 60th day, with the balance of the payments paid thereafter on the original schedule. The Participant may, but is not obligated to, use such payments toward the cost obtain stop-loss insurance covering claims of COBRA premiumsBeneficiaries receiving continuation coverage of Twenty Five Thousand Dollars ($25,000) or more. (iiid) If the Participant becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the applicable Severance Period, the Participant must immediately notify the Company (or the Participant’s employing Affiliate) of such event, and all payments and obligations under this section 4(b) will cease. For purposes of this Section 4(b)7.12, references (i) the terms “continuation coverage,” “covered employee,” “group health plan,” and “qualified beneficiary” shall have the meaning ascribed to COBRA also refer such terms under Section 4980B of the Code and the regulations promulgated thereunder and (ii) the term “ERISA Affiliate” shall mean with respect to analogous provisions of state law. Any applicable insurance premiums that are paid by the Company (Buyer or the Participant’s employing Affiliate) will not include Seller any amounts payable by person or entity that is considered a single employer with the Participant under a Code Section 125 health care reimbursement plan, which are Buyer or the sole responsibility Seller due to the application of the Participantcontrolled group rules of Sections 414(b) or (c) of the Code.

COBRA Benefits. Subject my timely execution and non-revocation of this Agreement and my continued compliance with the terms and conditions set forth in Sections 1 and 4 of this Agreement, provided that I timely elect to continue my healthcare insurance benefits under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (i) If the Participant is eligible and has made the necessary elections for continuation coverage pursuant to COBRA under a health, dental, or vision plan sponsored by the Company or an Affiliate“COBRA”), the Company (or will pay the Participant’s employing Affiliate) will pay, as and when due directly to the COBRA carrier, the cost of monthly COBRA premiums necessary to continue for my and my covered dependents, if any, continued healthcare coverage under the COBRA Company’s group health plans for coverage for during the Participant period beginning on the Resignaiton Date and his or her eligible dependents until ending on the earliest to occur earlier of (i) the end three-month anniversary of the applicable Severance Period, Resignation Date or (ii) the date on which the Participant becomes I become eligible for coverage under the group health insurance plans of a subsequent employer, and (iii) the date on which the Participant is no longer eligible for continuation coverage under COBRA (such period from the date of the Qualifying Termination through the earliest of (i) through (iii), the “COBRA Payment Period”). (ii) Notwithstanding the foregoing, if at any time the Company (or the Participant’s employing Affiliate) determines, in its sole discretion, that the payment of COBRA premiums hereunder is likely to result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay the Participant, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings and deductions. To the extent applicable, on the first business day to occur on or after the 60th day following the date of the Participant’s Qualifying Termination, the Company (or the Participant’s employing Affiliate) will make the first payment under this Section 4(b)(ii) in a lump sum equal to the aggregate amount of payments that the Company (or the Participant’s employing Affiliate) would have paid through such date had such payments commenced on the Separation from Service through such 60th day, with the balance of the payments paid thereafter on the original schedule. The Participant may, but is not obligated to, use such payments toward the cost of COBRA premiums. (iii) If the Participant becomes eligible for comparable coverage under another employer’s group health plan(s), provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended, under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover me under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining premium shall thereafter be paid to me in substantially equal monthly installments over the remaining period the Company would otherwise pay the premiums. If I become eligible for healthcare insurance benefits from any other employer, I will promptly notify the Company, and I understand that the Company shall not be obligated to continue to pay my COBRA premiums thereafter. After the Company ceases to be eligible pay premiums pursuant to the preceding sentence, I may, if eligible, elect to continue healthcare coverage at my expense in accordance with the provisions of COBRA. I acknowledge that I am solely responsible for COBRA during the applicable Severance Periodall matters relating to my continuation of coverage pursuant to COBRA, the Participant must immediately notify the Company (or the Participant’s employing Affiliate) including, without limitation, my election of such event, coverage and all payments and obligations under this section 4(b) will ceaseyour timely payment of premiums. For purposes of I agree that the benefits provided by this Section 4(b)2 are not required under the Company’s normal policies and procedures and are provided as a severance solely in connection with this Agreement. I acknowledge and agree that the benefits referenced in this Section 2 constitute adequate and valuable consideration, references to COBRA also refer to analogous provisions in and of state law. Any applicable insurance premiums that are paid by themselves, for the Company (or the Participant’s employing Affiliate) will not include any amounts payable by the Participant under a Code Section 125 health care reimbursement plan, which are the sole responsibility of the Participantpromises contained in this Agreement.

COBRA Benefits. (i) If Following the Participant is Separation Date, if you are eligible for and has made the necessary elections for continuation elect to continue your health insurance coverage pursuant to COBRA your rights under a healththe Consolidated Omnibus Budget Reconciliation Act of 1985, dentalas amended, or vision plan sponsored any state equivalent (“COBRA”), then Employer (or its affiliate) shall reimburse Employee’s premiums under COBRA on a monthly basis until the earlier of twelve (12) months following the Separation Date, or (y) the date upon which Employee commences full-time employment (or employment that provides Employee with eligibility for healthcare benefits substantially comparable to those provided by the Company or an Affiliate, the Company Employer (or the Participant’s employing Affiliateits affiliate)) will pay, as and when due directly to the with an entity other than Employer (or its affiliate) (“COBRA carrier, the COBRA premiums necessary to continue the COBRA coverage for the Participant and his or her eligible dependents until the earliest to occur of (i) the end Payment Period”). Reimbursement of the applicable Severance Period, premium for such coverage shall be made by Employer (iior its affiliate) commencing after the date on which the Participant release of claims set forth herein becomes effective. Employee agrees to promptly notify Employer (or its affiliate) if Employee becomes eligible for coverage under the group health insurance plans health, vision and/or dental plan of a subsequent employer, and (iii) another employer during the date on which the Participant is no longer eligible for continuation coverage under COBRA (such period from the date of the Qualifying Termination through the earliest of (i) through (iii), the “COBRA Payment Period. Following the COBRA Payment Period, and provided that the COBRA coverage period has not expired, Employee shall be entitled to continue Employee’s elected COBRA coverage for the remainder of the COBRA coverage period, at Employee’s own and sole expense. Employer (or its affiliate) reimbursement of Employee’s COBRA premiums is subject to all the terms and conditions set forth in the Employer’s (or its affiliate’s) group health plan intended to avoid any excise tax under Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”). (ii) Notwithstanding the foregoing, if at any time the Company . If Employer (or the Participant’s employing Affiliate) determinesits affiliate), in its sole discretion, that determines the payment reimbursement of any COBRA premiums hereunder is likely to result in a violation of would violate the nondiscrimination rules or cause the reimbursement of Section 105(h)(2) of claims to be taxable under the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care ActAct of 2010, as amended by together with the 2010 Health Care and Education Reconciliation Act), then in lieu Act of providing the COBRA premiums2010 (collectively, the Company will instead pay the Participant, on the first day of each month “Act”) or Section 105(h) of the remainder Code, the premium reimbursement will be imputed as income and treated as taxable to the Employee to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings and deductions. To the extent applicable, on the first business day to occur on or after the 60th day following the date of the Participant’s Qualifying Termination, the Company (or the Participant’s employing Affiliate) will make the first payment under this Section 4(b)(ii) in a lump sum equal to the aggregate amount of payments that the Company (or the Participant’s employing Affiliate) would have paid through such date had such payments commenced on the Separation from Service through such 60th day, with the balance of the payments paid thereafter on the original schedule. The Participant may, but is not obligated to, use such payments toward the cost of COBRA premiumsCode. (iii) If the Participant becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the applicable Severance Period, the Participant must immediately notify the Company (or the Participant’s employing Affiliate) of such event, and all payments and obligations under this section 4(b) will cease. For purposes of this Section 4(b), references to COBRA also refer to analogous provisions of state law. Any applicable insurance premiums that are paid by the Company (or the Participant’s employing Affiliate) will not include any amounts payable by the Participant under a Code Section 125 health care reimbursement plan, which are the sole responsibility of the Participant.