Common use of COBRA Benefits Clause in Contracts

COBRA Benefits. If Executive timely elects continued coverage under COBRA for himself under the Company’s group health plans following the Separation Date, then the Company shall pay the COBRA premiums necessary to continue health insurance coverage for Executive (and Executive’s eligible dependents, if applicable) in effect on the Separation Date (the “COBRA Payments”) until the earliest of: (i) the end of the Severance Period; (ii) the date Executive becomes eligible for substantially equivalent group health insurance coverage in connection with a new employer or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Paragraph 5.2(b), the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period.

COBRA Benefits. If Executive timely elects continued coverage under COBRA for himself under the Company’s group health plans following the Separation Date, then the Company shall pay the COBRA premiums necessary to continue health insurance coverage for Executive (and Executive’s eligible dependents, if applicable) in effect on the Separation Date (the “COBRA Payments”) until the earliest of: (i) the end of the Severance Period; (ii) the date Executive becomes eligible for substantially equivalent group health insurance coverage in connection with a new employer or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Paragraph 5.2(b), the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period.

COBRA Benefits. If Executive timely elects continued coverage under COBRA for himself under the Company’s group health plans following Effective as of the Separation Date, then as required by the continuation coverage provisions of Section 4980B of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Executive will be offered the opportunity to elect continuation coverage under the group medical plan(s) of the Company. Executive will be provided with the appropriate COBRA coverage notice and election form for this purpose. The existence and duration of Executive’s rights and/or the COBRA rights of any of Executive’s eligible dependents will be determined in accordance with Section 4980B of the Code. Subject to Executive’s execution, delivery and non-revocation of this Agreement, the Company shall will pay the Executive’s COBRA premiums necessary to continue health insurance the Executive’s coverage (including coverage for Executive (and Executive’s eligible dependents, if applicable) in effect (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Separation Date (the “COBRA Payments”) until and ending on the earliest ofto occur of the date: (iA) twelve (12) months after the Separation Date; (B) the end of the Severance Period; (ii) the date Executive becomes eligible for substantially equivalent group health insurance coverage in connection with through a new employer or self-employmentemployer; or (iiiC) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”)termination. In the event the Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Premium Period, the Executive must immediately promptly notify the Company of such event. Notwithstanding the foregoingIf Executive requests, or if at any time the Company determines determines, in its sole discretion, that its payment it cannot pay the COBRA Premiums without a substantial risk of COBRA premiums on Executive’s behalf would result in a violation of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Paragraph 5.2(b), the Company instead shall pay Executive to the Executive, on the last first day of each remaining month of the COBRA Payment Periodcalendar month, a fully taxable cash payment equal to the applicable COBRA premium premiums for that month (including premiums for the Executive and the Executive’s eligible dependents who have elected and remain enrolled in such monthCOBRA coverage), subject to applicable tax withholding withholdings (such amount, the “Special Severance Cash Payment”), such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to for the expiration remainder of the COBRA period prior to Premium Period. The Executive may, but is not obligated to, use such Special Cash Payments toward the end cost of the COBRA Payment Periodpremiums.

COBRA Benefits. If Executive timely elects continued to continue coverage under COBRA for himself under the Company’s group health plans following the Separation DateConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company shall will directly pay the all COBRA premiums necessary to continue group health insurance coverage premiums for Executive until the earliest of (and A) the second anniversary of the Termination Date or (B) the expiration of Executive’s eligible dependents, if applicable) in effect on eligibility for the Separation Date continuation coverage under COBRA (the “COBRA Payments”) until the earliest of: (i) the end of the Severance Period; (ii) the date Executive becomes eligible for substantially equivalent group health insurance coverage in connection with a new employer or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Benefit Period”). In the event For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive becomes covered under another employer’s group a Code Section 125 health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such eventcare reimbursement plan. Notwithstanding the foregoing, if at any time the Company determines determines, in its sole discretion, that its payment of it cannot pay the COBRA premiums on Executive’s behalf would result in a violation of without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums pursuant to this Paragraph 5.2(b)premiums, the Company shall will instead pay Executive on the last day of each remaining month of the COBRA Payment Benefit Period, a fully taxable cash payment equal to 140% of (x) the value of Executive’s last monthly group health insurance premiums immediately prior to the Termination Date or (y) the value of Executive’s last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premium for such monthpremiums directly), and in either case subject to applicable tax withholding withholdings (such amount, the “Special Severance Benefit Payment”), such Special Severance . The Benefit Payment to shall be made without regard to Executive’s payment of paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and without regard to shall be paid until the earlier of (i) expiration of the Benefit Period or (ii) the date Executive is no longer enrolled in such COBRA period prior to the end of the COBRA Payment Periodcoverage.”