Common use of COBRA Continuation Clause in Contracts

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Plan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Plan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” . The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Plan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.

COBRA Continuation. The following provisions are applicable only if i. Subject to Section 1.b.ii below, the Group is subject Company will either, at the Company’s election, reimburse Employee for the payments Employee makes, or pay directly to the insurance provider the premiums, for medical, vision and dental coverage for Employee and Employee’s eligible dependents under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended or comparable state law (“COBRA”) and during the twelve (12) month period following the Termination Date or until Employee has secured other employment that provides group health insurance coverage, whichever occurs first provided Employee timely elects COBRA coverage, remains eligible for COBRA continuation coverage and, with respect to reimbursements, pays for COBRA coverage. ii. Notwithstanding the foregoing, 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 amendments thereto. Please refer to the Group Human Resources Manager COBRA reimbursements or Benefits Manager for details about COBRA, or the applicability direct payments of COBRA to premiums under this Benefit Plan. In accordance with COBRA lawAgreement (either, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying eventCOBRA Benefits”) that otherwise would otherwise result in be due to Employee under this Section, the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverageCompany will not provide, and Employee will not be entitled to, COBRA continuation coverage must be offered Benefits, but the Company will, in lieu of any such COBRA Benefits to each person who which Employee is entitled under this Section, provide to Employee a taxable monthly payment (“qualified beneficiary.” The Subscriber, Healthcare Premium Payment”) in an amount equal to the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. monthly COBRA continuation coverage offers the same coverage premium that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may Employee would be required to pay to continue Employee’s group health coverage at coverage levels in effect immediately prior to Employee’s termination (which amount will be based on the full cost premium for the first month of COBRA coverage), which payments will be made regardless of whether Employee elects COBRA continuation coverage. At the same time each monthly Healthcare Premium Payment (if any is due) is paid to Employee, the Company also will provide Employee with a gross-up amount, determined by the Company, necessary to pay federal and state income and employment taxes incurred by Employee 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 Employee at the time the Healthcare Premium Payment is paid to Employee). Any Healthcare Premium Payments and any related gross-up payments will cease to be provided when, and under the same terms and conditions, COBRA Benefits would have ceased under this Section. 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 contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by this Section without violating applicable law (including, without limitation, Section 2716 of the continuation coverage for its entire duration. COBRA continuation coverage is Public Health Service Act), Employee will not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You receive such payment or any of Your Dependents choose further COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit PlanBenefits.

COBRA Continuation. The following provisions are applicable only if i. Subject to Section 1.b.ii below, the Group is subject Company will either, at the Company’s election, reimburse Employee for the premium payments Employee makes, or pay directly to the insurance provider the premiums, for medical, vision and dental coverage for Employee and Employee’s eligible dependents under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended or comparable state law (“COBRA”) and during the twelve (12) month period following the Termination Date or until Employee has secured other employment that provides group health insurance coverage, whichever occurs first, provided Employee timely elects COBRA coverage, remains eligible for COBRA continuation coverage and, with respect to reimbursements, pays for COBRA coverage. ii. Notwithstanding the foregoing, 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 amendments thereto. Please refer to the Group Human Resources Manager COBRA reimbursements or Benefits Manager for details about COBRA, or the applicability direct payments of COBRA to premiums under this Benefit Plan. In accordance with COBRA lawAgreement (either, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying eventCOBRA Benefits”) that otherwise would otherwise result in be due to Employee under this Section, the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverageCompany will not provide, and Employee will not be entitled to, COBRA continuation coverage must be offered Benefits, but the Company will, in lieu of any such COBRA Benefits to each person who which Employee is entitled under this Section, provide to Employee a taxable monthly payment (“qualified beneficiary.” The Subscriber, Healthcare Premium Payment”) in an amount equal to the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. monthly COBRA continuation coverage offers the same coverage premium that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may Employee would be required to pay to continue his group health coverage at coverage levels in effect immediately prior to Employee’s termination (which amount will be based on the full cost premium for the first month of COBRA coverage), which payments will be made regardless of whether Employee elects COBRA continuation coverage. At the same time each monthly Healthcare Premium Payment (if any is due) is paid to Employee, the Company also will provide Employee with a gross-up amount, determined by the Company, necessary to pay federal and state income and employment taxes incurred by Employee 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 Employee at the time the Healthcare Premium Payment is paid to Employee). Any Healthcare Premium Payments and any related gross-up payments will cease to be provided when, and under the same terms and conditions, COBRA Benefits would have ceased under this Section. 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 contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by this Section without violating applicable law (including, without limitation, Section 2716 of the continuation coverage for its entire duration. COBRA continuation coverage is Public Health Service Act), Employee will not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You receive such payment or any of Your Dependents choose further COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit PlanBenefits.

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Plan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” The Subscriber, the SubscriberSubs criber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Plan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Plan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coveragelossofcoverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Plan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Plan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” . The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Plan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible ligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Plan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible ligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.

COBRA Continuation. The following provisions are applicable only if the Group is subject Subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) your eligibility for, and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about timely election of, continued health care coverage under COBRA, the Employer will reimburse you in cash an amount equal to one hundred percent (100%) of the COBRA premiums you incur for you, or on behalf of your eligible dependents, under the applicability health plans of COBRA the Employer during the twelve (12) month period following the Termination Date. Such reimbursement shall be provided on the payroll date immediately following the date on which you remit the applicable premium payment, and reasonable evidence of such payment; provided, that where such remittance makes it impractical to this Benefit Plan. In accordance with COBRA lawinclude such reimbursement on the payroll date immediately following such remittance, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result then such reimbursement shall be provided in the loss of coverage under the employer’s plannext subsequent payroll date. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage Reimbursements under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have paragraph shall commence within sixty (60) days from when following the Termination Date, with the first payment including any reimbursements that would have otherwise been payable during the period between the Termination Date and the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the extent required by law and shall not be made with respect to any month following the date on which you either become ineligible for COBRA coverage or you become eligible for group health insurance coverage in connection with new employment (a “Disqualifying Event”). You lose are required to notify the Employer within five (5) business days of becoming aware that a Disqualifying Event has occurred or will occur. For the avoidance of doubt, following the expiration of the Continuation Period, you may continue your health insurance coverage under this Benefit Plan COBRA at your own expense to apply for special enrollment through the Marketplaceextent permitted under applicable law. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right awayWhether you choose to elect COBRA coverage continuation is your choice, and You can see what Your premiumyou are encouraged to consider all of your benefits options before making any decision, deductibles, and out-of-pocket costs will be before You make a decision as this may impact your ability to enroll. Being eligible for COBRA does not limit Your eligibility for later obtain alternative coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any outside of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special open enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Planperiods.

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Plan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” The Subscriber, the Subscriber’s Spouse spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spousespouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Planplan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” . The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children Dependents are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Planplan. There may be other coverage options for You and Your familyfamily may have other coverage options. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment periodOpen Enrollment Period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductiblesDeductible Amounts, and outOut-of-pocket costs Pocket Amounts will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.. Therefore, consider all Your options so You choose the one that better fits Your needs and budget. If You and Your Dependents are qualified beneficiaries and choose to get COBRA continuation coverage, You must follow all notice and time period requirements described below or You will lose Your rights. If the Group requires shorter time periods than those stated herein, the shorter time periods of the Group apply. A qualifying event is any of the following events:

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Plan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” . The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Plan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.

COBRA Continuation. The following provisions are applicable only if the Group is subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any amendments thereto. Please refer to the Group Human Resources Manager or Benefits Manager for details about COBRA, or the applicability of COBRA to this Benefit Plan. In accordance with COBRA law, the employees and eligible dependents of certain employers may have the opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event (also known as a “qualifying event”) that would otherwise result in the loss of coverage under the employer’s plan. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have sixty (60) days from when You lose coverage under this Benefit Plan to apply for special enrollment through the Marketplace. In the Marketplace, You could be eligible for a new kind of tax credit that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit c redit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You will not be able to enroll until the Marketplace’s normal enrollment period opens or Your COBRA continuation coverage is exhausted. Additionally, You may qualify for a special enrollment opportunity for another group health plan for which You are eligible (such as a Spouse’s plan), even if the plan generally does not accept late enrollees, if You request enrollment within thirty (30) days from losing coverage under this Benefit Plan.

COBRA Continuation. The following provisions are applicable only if Upon the Group is subject to termination of your employment for any reason you will be eligible for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended (“COBRA”). A package containing appropriate COBRA information will be mailed to you shortly after your Actual Termination Date by the third-party administrator that manages this program for the Company. If you elect continuation coverage under COBRA following the Actual Termination Date, the Company will pay for the full monthly premium costs of such benefits for a period of nine (9) months or until you are no longer eligible for COBRA benefits, whichever is sooner. In addition to the benefits provided under the Severance Plan as described above, you will also receive the following, conditioned upon your execution, delivery, and non-revocation of this Agreement and the Supplemental Release attached hereto as Schedule 1, provided that you abide by the terms of this Agreement and execute the Supplemental Release no earlier than the Actual Termination Date and no later than twenty one (21) days after the Termination Date: • PSU Awards: Any and all Parent equity awards that are subject to performance-based vesting conditions (the “PSU Awards”) for which the performance-based conditions have not been satisfied as of the Effective Date will be achieved based on actual achievement of the applicable performance metrics as determined by the compensation committee of Parent’s board of directors following the Actual Termination Date (the “Achieved PSU Awards”) and any amendments thereto. Please refer such Achieved PSU Awards will automatically be accelerated so that the number of shares subject to the Group Human Resources Manager or Benefits Manager for details about COBRA, or Achieved PSU Awards that would have vested over the applicability of COBRA to this Benefit Plannine-month period following the Actual Termination Date will vest on the Trigger Date. In accordance with COBRA lawExcept as described herein, the employees PSU Awards will remain subject to the terms and eligible dependents conditions of certain employers may have the award agreement and plan under which the PSU Awards were granted. • Cash Incentive Plan: If unpaid as of your Actual Termination Date, you will receive a lump sum cash payment in an amount, less applicable withholdings, which is equal to your target incentive opportunity to continue their employer-sponsored healthcare coverage for a limited time, when there is a life event under the Cash Incentive Plan (also known as a “qualifying eventCIP”) that would otherwise result for the 2018 fiscal year, calculated at the achievement level based on actual achievement of the applicable performance metrics for the 2018 fiscal year, which will be paid to you at the same time as bonuses under the CIP are paid to the Company’s other senior executive officers participating in the loss of coverage under the employer’s planCIP, but in no event later than December 31, 2018. When a qualifying event causes such loss of coverage, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” The Subscriber, the Subscriber’s Spouse and the Subscriber’s dependent children are listed under the law as the qualified beneficiaries. COBRA continuation coverage offers the same coverage that the Plan gives to other participants or beneficiaries who are not receiving continuation coverage. The qualified beneficiary may be required to pay the full cost of the continuation coverage for its entire duration. COBRA continuation coverage is not the only alternative Members may have when they lose coverage under this Benefit Plan. There may be other coverage options for You and Your family. For example, You could qualify to buy individual coverage through the Health Insurance Marketplace. Losing coverage under this Benefit Plan gives You a special enrollment opportunity in the Marketplace, even when it happens outside of the Marketplace’s open enrollment period. You have • Legal Fees: Within sixty (60) days after the Effective Date, the Company will reimburse you for your reasonable legal fees, not to exceed $10,000, for advice in connection with preparing and finalizing this Agreement and related documents. You acknowledge and agree that, other than the consideration set forth in this Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, equity awards, vesting, and any and all other benefits and compensation due to you; provided, however, that the Company will continue paying you base salary at your current rate and providing benefits in which you participate through your Actual Termination Date. Your Proprietary Information and Inventions Agreement signed on November 5, 2013 (the “Proprietary Agreement”), will continue in full force and effect in accordance with its terms. You acknowledge and agree to continue to abide by the terms and conditions of the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy in accordance with its terms. In consideration of the terms of this Agreement, you completely release from when You lose coverage and agree not to file, cause to be filed, or otherwise pursue against the Company, its affiliated, related, parent or subsidiary corporations, and its present and former directors, officers, employees, attorneys, insurers and affiliated entities (collectively, the “Releasees”) from any claims, actions and causes of action, known or unknown, that you may now have, or at any other time had, or shall or may have against these Releasees including claims arising from or related to your employment, the termination of your employment, or any other matter, cause, fact, act or omission whatsoever occurring or existing at any time up to and including the date of execution of this Agreement, including, but not limited to, the following: (i) claims arising under the federal or any state constitution; (ii) any and all claims for compensation (including bonus and severance payments), equity awards or claimed rights related to equity awards, (ii) claims for breach of contract, wrongful termination, retaliation, fraud, misrepresentation, unfair business practices, breach of fiduciary duty, defamation, infliction of emotional distress, invasion of privacy, personal injury, (iii) claims arising under any federal, state, or local law, including, but not limited to, Title VII of the Civil Rights Act of 1964 and the Age Discrimination in Employment Act (“ADEA”), the Worker Adjustment and Retraining Notification (“WARN”) Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act; the Fair Credit Reporting Act; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Family and Medical Leave Act; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; the Immigration Reform and Control Act; the California Family Rights Act; the California Labor Code; and the California Fair Employment and Housing Act; (iv) any and all other claims arising from your employment relationship with and separation from the Company; and (v) any and all claims for attorneys’ fees and costs. Notwithstanding the previous paragraph, the parties acknowledge and agree that you are not releasing, and this release does not extend to (i) any obligations of the Company under this Benefit Plan Agreement, (ii) any claims that cannot be released as a matter of law, including, but not limited to, any Protected Activity (as described below), or any claims that arise after your signing of this Agreement, (iii) any claims you might have under COBRA, (iv) your vested rights to any benefits under applicable employee benefit plans, or (v) your rights to indemnification from the Company or any affiliates. Notwithstanding the foregoing, you acknowledge that any and all disputed wage claims that are released herein shall be subject to binding arbitration as noted herein, except as required by applicable law. You represent that you have made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section. The Company will maintain D&O insurance on your behalf to the same extent maintained on behalf of executive officers of the Company. You acknowledge that you are waiving and releasing any rights you may have under the ADEA and that this waiver and release is knowing and voluntary. You have been advised that you have 21 calendar days to consider the terms of this Agreement (but may sign it at any time beforehand if you so desire), and that you can consult an attorney in doing so. Nothing in this Agreement prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver and release under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. You also understand that you can revoke your acceptance of the terms of this Agreement within seven calendar days of signing it by sending a certified letter to that effect to the Company’s General Counsel. Notwithstanding the foregoing, you agree that the portion of this Agreement that pertains to the release of claims under the ADEA shall not become effective or enforceable until the seven calendar day revocation period has expired, but that all other terms of this Agreement will become effective upon your signature below. You agree that this release specifically covers known and unknown claims and you waive your rights under Section 1542 of the California Civil Code or under any comparable law of any other jurisdiction. Section 1542 states: ”A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You agree to return all Company property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, and equipment furnished to or prepared by you in the course of or incident to your employment by the Actual Termination Date. Further, subject to the language governing Protected Activity, you agree that you will not make or publish, either orally or in writing, any disparaging statement regarding the Company or any other Releasee, including, without limitation, the business, products, intellectual property, financial standing, future, or employment/compensation/benefit practices of the Company. In order to insure that there is no subsequent dispute regarding such potential impedance or interference, you agree that for a period of one year after the Actual Termination Date you will not, for yourself or any third party, directly or indirectly employ, solicit for employment, or recommend for employment any person who was employed by the Company as of the Actual Termination Date. The Company agrees that its current directors and officers will not make any disparaging statements about you, either orally or in writing. YOU AND THE COMPANY AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, YOUR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN SANTA ▇▇▇▇▇ COUNTY, BEFORE JAMS, PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”). THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. YOU AND THE COMPANY AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. YOU AND THE COMPANY HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER YOU OR THE COMPANY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN YOU AND THE COMPANY, YOU AND THE COMPANY AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN. You understand and agree that, as a condition of this Agreement, you are not entitled to any future employment with the Company following the Actual Termination Date, and you waive any right, or alleged right, of employment or re-employment with the Company. You further agree not to apply for special enrollment through employment with the MarketplaceCompany and not otherwise pursue an independent contractor or vendor relationship with the Company after the Actual Termination Date. You understand that nothing in this Agreement will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” will mean filing a charge or complaint, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, or other governmental agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Proprietary Agreement to any parties other than the relevant Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Agreement. In addition, pursuant to the MarketplaceDefend Trade Secrets Act of 2016, You could be eligible for a new kind of tax credit you are notified that lowers Your monthly premiums right away, and You can see what Your premium, deductibles, and out-of-pocket costs will be before You make a decision to enroll. Being eligible for COBRA does not limit Your eligibility for coverage or for a tax credit through the Marketplace. However, it is important that You know that if You or any of Your Dependents choose COBRA continuation coverage instead of Marketplace coverage, You will lose the special enrollment opportunity for the Marketplace, and You an individual will not be able held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to enroll until a federal, state, or local government official (directly or indirectly) or to an attorney solely for the Marketplacepurpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s normal enrollment period opens attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. This Agreement, along with the Proprietary Agreement, the Supplemental Release, any indemnification agreement with the Company, your indemnification rights under the Company Bylaws and other indemnification agreements of the Company or Your COBRA continuation coverage is exhausted. Additionallyunder applicable law, You may qualify for a special enrollment opportunity for another group health and any plan for which You are eligible or agreement governing your Time-Based Equity Awards and PSU Awards (such in either case, except as a Spouse’s planspecifically amended herein) represents the entire agreement and understanding between the Company and you concerning the subject matter of this Agreement and your employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and your relationship with the Company, including the Severance Plan (with the exception of Sections 5(b), even if 7, 9, and 10(d) thereunder). Please confirm your acceptance of the plan generally does not accept late enrollees, if foregoing by signing below and delivering your signed Agreement to me within 5 calendar days of the date hereof. You request enrollment within thirty and the Company acknowledge that you have been given twenty one (3021) days to consider and sign this Agreement.. Sincerely, /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ President and Chief Executive Officer Agreed and Accepted: Date: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 7/31/2018 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ This Supplemental Release (“Supplemental Release”) is hereby executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“Executive”) in favor of Lumentum Operations LLC (“Lumentum” or the “Company”). In consideration of the mutual promises, and consideration provided in the letter agreement regarding Executive’s separation from losing coverage under this Benefit Plan.Lumentum, dated June 6, 2018 (the “Agreement”), Executive hereby verifies and confirms Executive’s r