Common use of COBRA Coverage Clause in Contracts

COBRA Coverage. (A) In the event that Executive timely elects continuation coverage under any of the Company’s “group health plans” within the meaning of Treasury Regulations Section 54.4980B-2 Q/A-1 (collectively, the “Health Plan”) on behalf of himself and any of his eligible covered dependents (including his spouse) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), following the Termination Date, the Company shall pay directly or reimburse Executive for an amount equal to the monthly premium for such COBRA coverage for each month during which such COBRA coverage is in effect during the period commencing on the Termination Date and ending upon the earliest of (x) the date that is eighteen (18) months following the Termination Date, (y) the date that Executive and Executive’s covered dependents become no longer eligible for COBRA coverage or (z) the date Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). In all other respects, Executive and his dependents shall be treated the same as any other qualified beneficiaries under the Health Plan and COBRA. (B) If Executive’s eligibility for continued COBRA coverage under the Health Plan ends due to expiration of the “maximum coverage period” under and within the meaning of 26 C.F.R. 54.4980B-7 Q/A-4(b), Executive shall be entitled to continue coverage for himself and his eligible covered dependents (including his spouse), if any, under the Health Plan (Executive and each such covered dependent being referred to herein as a “Qualified Beneficiary”) for the period beginning on the first day following such expiration of eligibility for COBRA coverage and ending on the second anniversary of the Termination Date or the earlier date that Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility) (the “Extended Coverage”), subject to the Company or an Affiliate continuing to sponsor a Health Plan for the benefit of the Company’s employees generally. In order for Executive to be eligible to receive the Extended Coverage on behalf of himself and any other Qualified Beneficiaries, Executive and any other Qualified Beneficiary must first exhaust such individual’s rights to any COBRA coverage available under the Health Plan. The Parties acknowledge that following expiration of the Extended Coverage, neither Executive nor any other Qualified Beneficiary will have any right to elect coverage under the Health Plan. Executive shall, on a monthly after-tax basis, pay to the Company (or its delegate) the COBRA rate, as then effective, for each month during the period of Extended Coverage. For purposes of Code Section 409A, the benefits provided under this Section 6(b)(2)(B) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of in-kind benefits during one calendar year shall not affect in-kind benefits to be provided in any other calendar year. (C) Executive and Executive’s spouse, if applicable, consent and agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time during their lives under the Medicare program or any similar program of the United States or any agency thereof. Executive and Executive’s spouse further agree to pay any required premiums for Medicare coverage from their personal funds. (D) Notwithstanding Section 6(b)(2)(A) or (B) to the contrary, the Company may alter the manner in which health benefits are provided to Executive under such sections following termination of Executive’s employment to the extent the Company reasonably determines is necessary for purposes of satisfying Code Section 105(h)(2) or avoiding the imposition of an excise tax on the Company or any of its Affiliates, provided that such alterations do not materially decrease coverage or increase the after-tax cost to Executive of such benefits.

COBRA Coverage. (A) In the event that Executive timely elects continuation coverage under any of the Company’s “The Partnership shall maintain continued group health plans” within plan coverage following the meaning of Treasury Regulations Section 54.4980B-2 Q/A-1 (collectively, the “Health Plan”) on behalf of himself and any of his eligible covered dependents (including his spouse) pursuant Termination Date under all plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, 1985 as amended (“COBRA”)) (as codified in Code Section 4980B and Part 6 of Subtitle B of Title I of ERISA) for Executive and Executive’s eligible spouse and dependents for the maximum period for which such qualified beneficiaries are eligible to receive COBRA coverage. However, following the Termination Date, the Company Executive (and Executive’s spouse and dependents) shall not be required to pay directly or reimburse Executive for an amount equal to the monthly premium more for such COBRA coverage than is charged by the Partnership to its key management employees who are then in active service for each month during which the Partnership and receiving coverage under such plan and, therefore, the Partnership shall be responsible for the difference between the amount charged hereunder and the full COBRA coverage is in effect during the premiums for a period commencing on the Termination Date and ending upon the earliest of one (x1) the date that is eighteen (18) months year following the Executive’s Termination Date, (y) the date that Executive and Executive’s covered dependents become no longer eligible for COBRA coverage or (z) the date Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). In all other respects, Executive (and his dependents Executives spouse and dependents) shall be treated the same as any other COBRA qualified beneficiaries under the Health Plan terms of such plans and the provisions of COBRA. (B) If Executive’s eligibility for continued COBRA coverage under . In the Health Plan ends due event of any change to expiration of the “maximum coverage period” under and within the meaning of 26 C.F.R. 54.4980B-7 Q/A-4(b), Executive shall be entitled to continue coverage for himself and his eligible covered dependents (including his spouse), if any, under the Health Plan (Executive and each such covered dependent being referred to herein as a “Qualified Beneficiary”) for the period beginning on the first day group health plan following such expiration of eligibility for COBRA coverage and ending on the second anniversary of the Termination Date or the earlier date that Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility) (the “Extended Coverage”)Date, subject to the Company or an Affiliate continuing to sponsor a Health Plan for the benefit of the Company’s employees generally. In order for Executive to be eligible to receive the Extended Coverage on behalf of himself and any other Qualified Beneficiaries, Executive and any other Qualified Beneficiary must first exhaust such individual’s rights to any COBRA coverage available under the Health Plan. The Parties acknowledge that following expiration of the Extended Coverage, neither Executive nor any other Qualified Beneficiary will have any right to elect coverage under the Health Plan. Executive shall, on a monthly after-tax basis, pay to the Company (or its delegate) the COBRA rate, as then effective, for each month during the period of Extended Coverage. For purposes of Code Section 409A, the benefits provided under this Section 6(b)(2)(B) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of in-kind benefits during one calendar year shall not affect in-kind benefits to be provided in any other calendar year. (C) Executive and Executive’s spousespouse and dependents, if as applicable, consent shall be treated consistently with the then-current key management employees of the Partnership with respect to the terms and conditions of coverage and other substantive provisions of the plan. Executive and Executive’s spouse hereby agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time during their lives under the Medicare program or any similar program of the United States or any agency thereof. Executive and Executive’s spouse further agree to pay any required premiums for Medicare coverage from their personal funds. . For purposes of clarity, in the event that (Di) Notwithstanding Executive voluntarily resigns or otherwise voluntarily terminates employment, except due to Disability or Retirement or for Good Reason (as such terms are defined in Section 6(b)(2)(A6(d)), (ii) Executive’s employment is terminated due to a No Severance Benefits Event (as defined in Section 6(d)), or (iii) the Executive provides notice in accordance with Section 4 that the Agreement shall not be renewed for an additional one-year period after the Term of Employment (as provided in Section 4) then, in any such event under clause (i), (ii) or (Biii), the Partnership shall have no obligation to provide the severance benefits described in paragraphs (1) and (2) (above) of this Section 6(b), except to offer COBRA coverage (as required by COBRA law) but not at the discounted rate described in paragraph (2). Executive shall still be entitled to the contrary, minimum benefits provided under Section 6(a). The severance payments provided under Section 6(b) shall supersede and replace any severance payments under any severance pay plan that the Company may alter the manner in which health benefits are provided to Executive under such sections following termination of Executive’s employment to the extent the Company reasonably determines is necessary for purposes of satisfying Code Section 105(h)(2) or avoiding the imposition of an excise tax on the Company Partnership or any of its Affiliates, provided that such alterations do not materially decrease coverage Affiliate maintains for key management employees or increase the after-tax cost to Executive of such benefitsemployees generally.

COBRA Coverage. (A) In the event that Executive timely elects continuation coverage under any of the Company’s “The Partnership shall maintain continued group health plans” within plan coverage following the meaning of Treasury Regulations Section 54.4980B-2 Q/A-1 (collectively, the “Health Plan”) on behalf of himself and any of his eligible covered dependents (including his spouse) pursuant Termination Date under all plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) (as codified in Code Section 4980B and Part 6 of Subtitle B of Title I of ERISA) for Executive and Executive’s eligible spouse and dependents for the maximum period for which such qualified beneficiaries are eligible to receive COBRA coverage. However, following the Termination Date, the Company Executive (and Executive’s spouse and dependents) shall not be required to pay directly or reimburse Executive for an amount equal to the monthly premium more for such COBRA coverage than is charged by the Partnership to its key management employees who are then in active service for each month during which the Partnership and receiving coverage under such plan and, therefore, the Partnership shall be responsible for the difference between the amount charged hereunder and the full COBRA coverage is in effect during the premiums for a period commencing on the Termination Date and ending upon the earliest of one (x1) the date that is eighteen (18) months year following the Executive’s Termination Date, (y) the date that Executive and Executive’s covered dependents become no longer eligible for COBRA coverage or (z) the date Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). In all other respects, Executive (and his dependents Executive’s spouse and dependents) shall be treated the same as any other COBRA qualified beneficiaries under the Health Plan terms of such plans and the provisions of COBRA. (B) If Executive’s eligibility for continued COBRA coverage under . In the Health Plan ends due event of any change to expiration of the “maximum coverage period” under and within the meaning of 26 C.F.R. 54.4980B-7 Q/A-4(b), Executive shall be entitled to continue coverage for himself and his eligible covered dependents (including his spouse), if any, under the Health Plan (Executive and each such covered dependent being referred to herein as a “Qualified Beneficiary”) for the period beginning on the first day group health plan following such expiration of eligibility for COBRA coverage and ending on the second anniversary of the Termination Date or the earlier date that Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility) (the “Extended Coverage”)Date, subject to the Company or an Affiliate continuing to sponsor a Health Plan for the benefit of the Company’s employees generally. In order for Executive to be eligible to receive the Extended Coverage on behalf of himself and any other Qualified Beneficiaries, Executive and any other Qualified Beneficiary must first exhaust such individual’s rights to any COBRA coverage available under the Health Plan. The Parties acknowledge that following expiration of the Extended Coverage, neither Executive nor any other Qualified Beneficiary will have any right to elect coverage under the Health Plan. Executive shall, on a monthly after-tax basis, pay to the Company (or its delegate) the COBRA rate, as then effective, for each month during the period of Extended Coverage. For purposes of Code Section 409A, the benefits provided under this Section 6(b)(2)(B) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of in-kind benefits during one calendar year shall not affect in-kind benefits to be provided in any other calendar year. (C) Executive and Executive’s spousespouse and dependents, if as applicable, consent shall be treated consistently with the then-current key management employees of the Partnership with respect to the terms and conditions of coverage and other substantive provisions of the plan. Executive and Executive’s spouse hereby agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time during their lives under the Medicare program or any similar program of the United States or any agency thereof. Executive and Executive’s spouse further agree to pay any required premiums for Medicare coverage from their personal funds. . For purposes of clarity, in the event that (Di) Notwithstanding Executive voluntarily resigns or otherwise voluntarily terminates employment, except due to Disability or Retirement (as such terms are defined in Section 6(b)(2)(A6(d)) or for Good Reason, or (ii) Executive’s employment is terminated due to a No Severance Benefits Event (as defined in Section 6(d)), then, in either such event under clause (i) or (Bii), the Partnership shall have no obligation to provide the severance benefits described in paragraphs (1) and (2) (above) of this Section 6(b), except to offer COBRA coverage (as required by COBRA law) but not at the discounted rate described in paragraph (2). Executive shall still be entitled to the contrary, minimum benefits provided under Section 6(a). The severance payments provided under Section 6(b) shall supersede and replace any severance payments under any severance pay plan that the Company may alter the manner in which health benefits are provided to Executive under such sections following termination of Executive’s employment to the extent the Company reasonably determines is necessary for purposes of satisfying Code Section 105(h)(2) or avoiding the imposition of an excise tax on the Company Partnership or any of its Affiliates, provided that such alterations do not materially decrease coverage Affiliate maintains for key management employees or increase the after-tax cost to Executive of such benefitsemployees generally.

COBRA Coverage. (A) In the event that Executive timely elects continuation coverage under any of the Company’s “group health plans” within the meaning of Treasury Regulations Section 54.4980B-2 Q/A-1 (collectively, the “Health Plan”) on behalf of himself herself and any of his her eligible covered dependents (including his her spouse) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), following the Termination Date, the Company shall pay directly or reimburse Executive for an amount equal to the monthly premium for such COBRA coverage for each month during which such COBRA coverage is in effect during the period commencing on the Termination Date and ending upon the earliest of (x) the date that is eighteen (18) months following the Termination Date, (y) the date that Executive and Executive’s covered dependents become no longer eligible for COBRA coverage or (z) the date Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). In all other respects, Executive and his her dependents shall be treated the same as any other qualified beneficiaries under the Health Plan and COBRA. (B) If Executive’s eligibility for continued COBRA coverage under the Health Plan ends due to expiration of the “maximum coverage period” under and within the meaning of 26 C.F.R. 54.4980B-7 Q/A-4(b), Executive shall be entitled to continue coverage for himself herself and his her eligible covered dependents (including his her spouse), if any, under the Health Plan (Executive and each such covered dependent being referred to herein as a “Qualified Beneficiary”) for the period beginning on the first day following such expiration of eligibility for COBRA coverage and ending on the second anniversary of the Termination Date or the earlier date that Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility) (the “Extended Coverage”), subject to the Company or an Affiliate continuing to sponsor a Health Plan for the benefit of the Company’s employees generally. In order for Executive to be eligible to receive the Extended Coverage on behalf of himself herself and any other Qualified Beneficiaries, Executive and any other Qualified Beneficiary must first exhaust such individual’s rights to any COBRA coverage available under the Health Plan. The Parties acknowledge that following expiration of the Extended Coverage, neither Executive nor any other Qualified Beneficiary will have any right to elect coverage under the Health Plan. Executive shall, on a monthly after-tax basis, pay to the Company (or its delegate) the COBRA rate, as then effective, for each month during the period of Extended Coverage. For purposes of Code Section 409A, the benefits provided under this Section 6(b)(2)(B) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of in-kind benefits during one calendar year shall not affect in-kind benefits to be provided in any other calendar year. (C) Executive and Executive’s spouse, if applicable, consent and agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time during their lives under the Medicare program or any similar program of the United States or any agency thereof. Executive and Executive’s spouse further agree to pay any required premiums for Medicare coverage from their personal funds. (D) Notwithstanding Section 6(b)(2)(A) or (B) to the contrary, the Company may alter the manner in which health benefits are provided to Executive under such sections following termination of Executive’s employment to the extent the Company reasonably determines is necessary for purposes of satisfying Code Section 105(h)(2) or avoiding the imposition of an excise tax on the Company or any of its Affiliates, provided that such alterations do not materially decrease coverage or increase the after-tax cost to Executive of such benefits.

COBRA Coverage. (A) In the event that Executive timely elects continuation coverage under any of the Company’s “The Company shall maintain continued group health plans” within plan coverage following the meaning of Treasury Regulations Section 54.4980B-2 Q/A-1 (collectively, the “Health Plan”) on behalf of himself and any of his eligible covered dependents (including his spouse) pursuant Termination Date under all plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”)") (as codified in Code Section 4980B and Part 6 of Subtitle B of Title I of ERISA) for Executive and Executive's eligible spouse and dependents for the maximum period for which such qualified beneficiaries are eligible to receive COBRA coverage. However, following Executive (and Executive's spouse and dependents) shall not be required to pay more for such COBRA coverage than is charged by the Termination DateCompany to its officers who are then in active service for the Company and its affiliates and receiving coverage under such plan and, therefore, the Company shall pay directly or reimburse Executive be responsible for an the difference between the amount equal to charged hereunder and the monthly premium for such full COBRA coverage for each month during which such COBRA coverage is in effect during the period commencing on the Termination Date and ending upon the earliest of (x) the date that is eighteen (18) months following the Termination Date, (y) the date that Executive and Executive’s covered dependents become no longer eligible for COBRA coverage or (z) the date Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility)premiums. In all other respects, Executive (and his dependents Executive's spouse and dependents) shall be treated the same as any other COBRA qualified beneficiaries under the Health Plan terms of such plans and the provisions of COBRA. (B) If Executive’s eligibility for continued COBRA coverage under . In the Health Plan ends due event of any change to expiration of the “maximum coverage period” under and within the meaning of 26 C.F.R. 54.4980B-7 Q/A-4(b), Executive shall be entitled to continue coverage for himself and his eligible covered dependents (including his spouse), if any, under the Health Plan (Executive and each such covered dependent being referred to herein as a “Qualified Beneficiary”) for the period beginning on the first day group health plan following such expiration of eligibility for COBRA coverage and ending on the second anniversary of the Termination Date or the earlier date that Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility) (the “Extended Coverage”), subject to the Company or an Affiliate continuing to sponsor a Health Plan for the benefit of the Company’s employees generally. In order for Executive to be eligible to receive the Extended Coverage on behalf of himself and any other Qualified BeneficiariesDate, Executive and any other Qualified Beneficiary must first exhaust such individual’s rights to any COBRA coverage available under Executive's spouse and dependents, as applicable, shall be treated consistently with the Health Plan. The Parties acknowledge that following expiration then-current officers of the Extended Coverage, neither Executive nor any other Qualified Beneficiary will have any right to elect coverage under the Health Plan. Executive shall, on a monthly after-tax basis, pay Company and its affiliates with respect to the Company (or its delegate) terms and conditions of coverage and other substantive provisions of the COBRA rate, as then effective, for each month during the period of Extended Coverageplan. For purposes of Code Section 409A, the benefits provided under this Section 6(b)(2)(B) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of in-kind benefits during one calendar year shall not affect in-kind benefits to be provided in any other calendar year. (C) Executive and Executive’s spouse, if applicable, consent and 's spouse hereby agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time during their lives under the Medicare program or any similar program of the United States or any agency thereof. Executive and Executive’s 's spouse further agree to pay any required premiums for Medicare coverage from their personal funds. . For purposes of clarity, in the event that (Di) Notwithstanding Executive voluntarily resigns or otherwise voluntarily terminates employment, except due to Disability or Retirement (as such terms are defined in Section 6(b)(2)(A6(d)), or (ii) Executive's employment is terminated for Cause, then, in either such event under clause (i) or (B) to the contraryii), the Company may alter shall have no obligation to provide the manner severance benefits described in which health benefits are provided paragraphs (1) and (2) (above) of this Section 6(b), except to offer COBRA coverage (as required by COBRA law) but not at the discounted rate described in paragraph (2). Executive under such sections following termination of Executive’s employment shall still be entitled to the extent the Company reasonably determines is necessary for purposes of satisfying Code severance benefits provided under Section 105(h)(2) or avoiding the imposition of an excise tax on 6(a). The severance payments provided under this Agreement shall supersede and replace any severance payments under any severance pay plan that the Company or any of its AffiliatesAffiliate maintains for officers or employees generally, provided that such alterations do not materially decrease coverage or increase as determined by the after-tax cost to Executive of such benefitsCompany.

COBRA Coverage. (Aa) In the event that the Employment Period terminates under this Agreement as a result of the Company terminating the Executive’s employment without Cause or the Executive terminating his employment for Good Reason, or because of the Executive’s death or Disability, then, if the Executive or his covered dependents timely elects continuation coverage under any of the Company’s “group health plans” within medical plan for the meaning of Treasury Regulations Section 54.4980B-2 Q/A-1 (collectively, the “Health Plan”) on behalf of himself Executive and any of his eligible covered dependents (including his spouse) pursuant to Section 4980B of the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code of 19851986, as amended (the “Code”), and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), following the Termination Datein accordance with ordinary plan practices, the Company shall pay directly or reimburse Executive make the following payments with respect to and on account of such continuation coverage. (b) The Company will pay, for an amount equal up to the monthly premium for such COBRA coverage for each month during which such COBRA coverage is in effect during the period commencing on the Termination Date and ending upon the earliest of (x) the date that is eighteen (18) months following months, that portion of the Termination COBRA premium payable by the Executive that is in excess of the premium payable by the Executive for the level of coverage the Executive and his covered dependents are enrolled in the Company’s group medical plan at the Severance Date, (y) to the date extent permitted under the terms of the Company’s medical plan; provided, however, that if the Executive and Executive’s his covered dependents become no longer eligible for COBRA coverage or (z) the date Executive becomes eligible to receive group healthcare coverage from a subsequent comparable medical benefits under another employer (and provided plan, the Company’s obligation to make COBRA payments described herein shall be terminated for which purpose Executive agrees undertakes to promptly notify the Company of such eligibility). In all other respects, Executive and any changes in his dependents shall be treated the same as any other qualified beneficiaries under the Health Plan and COBRAeligibility for medical benefits coverage. (Bi) If Executive’s eligibility Unless direct payment by the Company of such COBRA payments is permitted by applicable law, the Executive and/or covered dependents shall pay the full cost of the premiums for continued COBRA coverage such coverage, as determined and set under the Health Plan ends due to expiration then current practices of the “maximum Company, on the first day of each month such coverage period” under is provided and within the meaning of 26 C.F.R. 54.4980B-7 Q/A-4(b), Company shall reimburse the Executive shall be entitled to continue coverage for himself and his eligible and/or the covered dependents (including his spouse)the excess, if any, under of the Health Plan amount the Executive pays for COBRA continuation coverage above the amount of the applicable premium that the Executive would have paid for comparable coverage if he had remained an executive officer of the Company during the period such coverage is provided (the “Reimbursement Amounts”). To the extent the Executive and each such covered dependent being referred is precluded from participation in the Company’s medical plan due to herein as a “Qualified Beneficiary”) Medicare eligibility and/or requirements to enroll in Medicare, the Executive will receive the monthly COBRA subsidy amount for the period beginning balance of the COBRA continuation period. (ii) Any Reimbursement Amounts to be paid by the Company to the Executive and/or the covered dependents under this Section 6.5 shall be made on the tenth (10th) day of each month the Executive pays the amount required by this Section 6.5 for COBRA continuation coverage, commencing on the first day such date immediately following such expiration of eligibility for COBRA coverage and ending on the second anniversary effective date of the Termination Date or the earlier date that Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibilityRelease under Section 6.1(i) (the “Extended CoverageFirst Reimbursement Date”), subject and any installment of the Reimbursement Amount that would have otherwise been paid prior to the Company or an Affiliate continuing to sponsor a Health Plan for the benefit of the Company’s employees generally. In order for Executive to First Reimbursement Date shall instead be eligible to receive the Extended Coverage on behalf of himself accumulated and any other Qualified Beneficiaries, Executive and any other Qualified Beneficiary must first exhaust such individual’s rights to any COBRA coverage available under the Health Plan. The Parties acknowledge that following expiration of the Extended Coverage, neither Executive nor any other Qualified Beneficiary will have any right to elect coverage under the Health Plan. Executive shall, on a monthly after-tax basis, pay to the Company (or its delegate) the COBRA rate, as then effective, for each month during the period of Extended Coverage. For purposes of Code Section 409A, the benefits provided under this Section 6(b)(2)(B) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of in-kind benefits during one calendar year shall not affect in-kind benefits to be provided in any other calendar year. (C) Executive and Executive’s spouse, if applicable, consent and agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time during their lives under the Medicare program or any similar program of the United States or any agency thereof. Executive and Executive’s spouse further agree to pay any required premiums for Medicare coverage from their personal funds. (D) Notwithstanding Section 6(b)(2)(A) or (B) to the contrary, the Company may alter the manner in which health benefits are provided to Executive under such sections following termination of Executive’s employment to the extent the Company reasonably determines is necessary for purposes of satisfying Code Section 105(h)(2) or avoiding the imposition of an excise tax paid on the Company or any of its Affiliates, provided that such alterations do not materially decrease coverage or increase the after-tax cost to Executive of such benefitsFirst Reimbursement Date.

COBRA Coverage. (A) In the event that Executive timely elects continuation coverage under any of the Company’s “The Company shall maintain continued group health plans” within plan coverage following the meaning of Treasury Regulations Section 54.4980B-2 Q/A-1 (collectively, the “Health Plan”) on behalf of himself and any of his eligible covered dependents (including his spouse) pursuant Termination Date under all plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) (as codified in Code Section 4980B and Part 6 of Subtitle B of Title I of ERISA) for Executive and Executive’s eligible spouse and dependents for the maximum period for which such qualified beneficiaries are eligible to receive COBRA coverage. However, following Executive (and Executive’s spouse and dependents) shall not be required to pay more for such COBRA coverage than is charged by the Termination DateCompany to its officers who are then in active service for the Company and its affiliates and receiving coverage under such plan and, therefore, the Company shall pay directly or reimburse Executive be responsible for an the difference between the amount equal to charged hereunder and the monthly premium for such full COBRA coverage for each month during which such COBRA coverage is in effect during the period commencing on the Termination Date and ending upon the earliest of (x) the date that is eighteen (18) months following the Termination Date, (y) the date that Executive and Executive’s covered dependents become no longer eligible for COBRA coverage or (z) the date Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility)premiums. In all other respects, Executive (and his dependents Executive’s spouse and dependents) shall be treated the same as any other COBRA qualified beneficiaries under the Health Plan terms of such plans and the provisions of COBRA. (B) If Executive’s eligibility for continued COBRA coverage under . In the Health Plan ends due event of any change to expiration of the “maximum coverage period” under and within the meaning of 26 C.F.R. 54.4980B-7 Q/A-4(b), Executive shall be entitled to continue coverage for himself and his eligible covered dependents (including his spouse), if any, under the Health Plan (Executive and each such covered dependent being referred to herein as a “Qualified Beneficiary”) for the period beginning on the first day group health plan following such expiration of eligibility for COBRA coverage and ending on the second anniversary of the Termination Date or the earlier date that Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility) (the “Extended Coverage”)Date, subject to the Company or an Affiliate continuing to sponsor a Health Plan for the benefit of the Company’s employees generally. In order for Executive to be eligible to receive the Extended Coverage on behalf of himself and any other Qualified Beneficiaries, Executive and any other Qualified Beneficiary must first exhaust such individual’s rights to any COBRA coverage available under the Health Plan. The Parties acknowledge that following expiration of the Extended Coverage, neither Executive nor any other Qualified Beneficiary will have any right to elect coverage under the Health Plan. Executive shall, on a monthly after-tax basis, pay to the Company (or its delegate) the COBRA rate, as then effective, for each month during the period of Extended Coverage. For purposes of Code Section 409A, the benefits provided under this Section 6(b)(2)(B) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of in-kind benefits during one calendar year shall not affect in-kind benefits to be provided in any other calendar year. (C) Executive and Executive’s spousespouse and dependents, if as applicable, consent shall be treated consistently with the then-current officers of the Company and its affiliates with respect to the terms and conditions of coverage and other substantive provisions of the plan. Executive and Executive’s spouse hereby agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time during their lives under the Medicare program or any similar program of the United States or any agency thereof. Executive and Executive’s spouse further agree to pay any required premiums for Medicare coverage from their personal funds. . For purposes of clarity, in the event that (Di) Notwithstanding Executive voluntarily resigns or otherwise voluntarily terminates employment, except due to Disability or Retirement (as such terms are defined in Section 6(b)(2)(A6(d)), or (ii) Executive’s employment is terminated for Cause, then, in either such event under clause (i) or (B) to the contraryii), the Company may alter shall have no obligation to provide the manner severance benefits described in which health benefits are provided paragraphs (1) and (2) (above) of this Section 6(b), except to offer COBRA coverage (as required by COBRA law) but not at the discounted rate described in paragraph (2). Executive under such sections following termination of Executive’s employment shall still be entitled to the extent the Company reasonably determines is necessary for purposes of satisfying Code severance benefits provided under Section 105(h)(2) or avoiding the imposition of an excise tax on 6(a). The severance payments provided under this Agreement shall supersede and replace any severance payments under any severance pay plan that the Company or any of its AffiliatesAffiliate maintains for officers or employees generally, provided that such alterations do not materially decrease coverage or increase as determined by the after-tax cost to Executive of such benefitsCompany.

COBRA Coverage. (A) In the event that Executive If you timely elects continuation elect continued coverage under any of the Company’s “group health plans” within the meaning of Treasury Regulations Section 54.4980B-2 Q/A-1 (collectively, the “Health Plan”) on behalf of himself and any of his eligible covered dependents (including his spouse) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”)) or any state equivalent, for yourself and your covered dependents under the Company’s group health plans following the Termination Separation Date, then the Company shall pay directly the premiums for such health care coverage (such payments, the “COBRA Premiums”) necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the Separation Date until the earliest of (i) the close of the Severance Period, (ii) the expiration of your eligibility for continuation coverage under COBRA, and (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or reimburse Executive self-employment (such period from the termination date through the earliest of (i) through (iii), the “COBRA Payment Period”). If you become eligible for an amount coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA coverage during the period provided in this section, you must March 11, 2016 Xxxxxxx Xxxxxxx Page Two immediately notify the Company of such event, and the Company’s obligation to pay COBRA Premiums on your behalf shall cease. In addition, during the COBRA Payment Period, to the extent permitted under the terms of the applicable plans, the Company will pay for continued additional health coverage (such as Exec-U-Care), life, accidental death and disability and other insurance programs for you and your family members, if applicable, to the extent such programs existed on the Separation Date (such additional coverage, the “Supplemental Coverage”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that its payment of the COBRA Premiums or, as applicable, the premiums for the Supplemental Coverage on your 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 such premiums on your behalf, the Company will pay you on the last day of each remaining month of the COBRA Payment Period a cash payment equal to the monthly premium amount of such premiums for that month on a post-tax basis, which payment shall be subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the expiration of the COBRA coverage for each month during which such COBRA coverage is in effect during Payment Period prior to the period commencing end of the Severance Period. Such Special Severance Payment shall end on the Termination Date and ending upon the earliest earlier of (x) the date that is eighteen (18) months following the Termination Date, on which you commence other employment and (y) the date that Executive and Executive’s covered dependents become no longer eligible for COBRA coverage or (z) the date Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). In all other respects, Executive and his dependents shall be treated the same as any other qualified beneficiaries under the Health Plan and COBRA. (B) If Executive’s eligibility for continued COBRA coverage under the Health Plan ends due to expiration close of the “maximum coverage period” under and within the meaning of 26 C.F.R. 54.4980B-7 Q/A-4(b), Executive shall be entitled to continue coverage for himself and his eligible covered dependents (including his spouse), if any, under the Health Plan (Executive and each such covered dependent being referred to herein as a “Qualified Beneficiary”) for the period beginning on the first day following such expiration of eligibility for COBRA coverage and ending on the second anniversary of the Termination Date or the earlier date that Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility) (the “Extended Coverage”), subject to the Company or an Affiliate continuing to sponsor a Health Plan for the benefit of the Company’s employees generally. In order for Executive to be eligible to receive the Extended Coverage on behalf of himself and any other Qualified Beneficiaries, Executive and any other Qualified Beneficiary must first exhaust such individual’s rights to any COBRA coverage available under the Health Plan. The Parties acknowledge that following expiration of the Extended Coverage, neither Executive nor any other Qualified Beneficiary will have any right to elect coverage under the Health Plan. Executive shall, on a monthly after-tax basis, pay to the Company (or its delegate) the COBRA rate, as then effective, for each month during the period of Extended Coverage. For purposes of Code Section 409A, the benefits provided under this Section 6(b)(2)(B) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of in-kind benefits during one calendar year shall not affect in-kind benefits to be provided in any other calendar yearSeverance Period. (C) Executive and Executive’s spouse, if applicable, consent and agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time during their lives under the Medicare program or any similar program of the United States or any agency thereof. Executive and Executive’s spouse further agree to pay any required premiums for Medicare coverage from their personal funds. (D) Notwithstanding Section 6(b)(2)(A) or (B) to the contrary, the Company may alter the manner in which health benefits are provided to Executive under such sections following termination of Executive’s employment to the extent the Company reasonably determines is necessary for purposes of satisfying Code Section 105(h)(2) or avoiding the imposition of an excise tax on the Company or any of its Affiliates, provided that such alterations do not materially decrease coverage or increase the after-tax cost to Executive of such benefits.

COBRA Coverage. (A) In To the event that Executive timely elects continuation coverage under any of extent provided by the Company’s “group health plans” within the meaning of Treasury Regulations Section 54.4980B-2 Q/A-1 (collectively, the “Health Plan”) on behalf of himself and any of his eligible covered dependents (including his spouse) pursuant to the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or, if applicable, California’s Continuation Benefits Replacement Act (“Cal-COBRA”), and by the Company’s current group health insurance policies, you may be eligible to continue your group health insurance benefits at your own expense following the Termination Separation Date. You may also be eligible for health insurance through one of the state marketplaces implementing the federal Patient Protection and Affordable Care Act. You will receive COBRA election materials and rates from the Company’s administrator after your Company-provided health insurance benefits terminate. These materials will also contain information about your options under the Patient Protection and Affordable Care Act. The materials will inform you of the time limits for you to waive or elect coverage under both options. If you (a) timely sign and return this Agreement to the Company and allow the releases contained in it to become effective, (b) on or before the later of (i) seven (7) business days after the Separation Date and (ii) twenty-one (21) days after the date you receive this Agreement, re-execute and reconfirm this Agreement by signing and returning it and allow the releases contained in it to become effective, and (c) properly and timely elect COBRA coverage for your current medical/dental/vision plans at current coverage levels, the Company shall will pay directly the cost of the COBRA premiums to continue your health insurance coverage for Thirteen (13) months following the Separation Date or reimburse Executive if sooner the date you cease to be eligible for an amount equal COBRA continuation coverage for any reason (the “COBRA Premium Period”). Thereafter, you can elect to the monthly premium for continue such COBRA coverage for each month during which such the remainder of the COBRA coverage is in effect during period at your own expense. In the period commencing on the Termination Date and ending upon the earliest of (x) the date that is eighteen (18) months following the Termination Date, (y) the date that Executive and Executiveevent you become covered under another employer’s covered dependents become no longer group health plan or otherwise cease to be eligible for COBRA coverage or (z) during the date Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly COBRA Premium Period, you must immediately notify the Company. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of such eligibility). In all other respectsviolating applicable law (including, Executive and his dependents shall be treated the same as any other qualified beneficiaries under the Health Plan and COBRA. (B) If Executive’s eligibility for continued COBRA coverage under the Health Plan ends due to expiration without limitation, Section 2716 of the “maximum coverage period” under and within the meaning of 26 C.F.R. 54.4980B-7 Q/A-4(bPublic Health Service Act), Executive the Company instead shall be entitled to continue coverage for himself and his eligible covered dependents (including his spouse)pay you, if any, under the Health Plan (Executive and each such covered dependent being referred to herein as a “Qualified Beneficiary”) for the period beginning on the first day following such expiration of eligibility each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for COBRA coverage and ending on the second anniversary of the Termination Date or the earlier date that Executive becomes eligible to receive group healthcare coverage from a subsequent employer month (and Executive agrees to promptly notify the Company of such eligibility) (the “Extended Coverage”including premiums for any dependents), subject to applicable tax withholdings (such amount, the Company or an Affiliate continuing to sponsor a Health Plan “Special Cash Payment”), for the benefit remainder of the Company’s employees generallyCOBRA Premium Period. In order for Executive to be eligible to receive You may, but are not obligated to, use such Special Cash Payments toward the Extended Coverage on behalf cost of himself and any other Qualified Beneficiaries, Executive and any other Qualified Beneficiary must first exhaust such individual’s rights to any COBRA coverage available under the Health Plan. The Parties acknowledge that following expiration of the Extended Coverage, neither Executive nor any other Qualified Beneficiary will have any right to elect coverage under the Health Plan. Executive shall, on a monthly after-tax basis, pay to the Company (or its delegate) the COBRA rate, as then effective, for each month during the period of Extended Coverage. For purposes of Code Section 409A, the benefits provided under this Section 6(b)(2)(B) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of in-kind benefits during one calendar year shall not affect in-kind benefits to be provided in any other calendar yearpremiums. (C) Executive and Executive’s spouse, if applicable, consent and agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time during their lives under the Medicare program or any similar program of the United States or any agency thereof. Executive and Executive’s spouse further agree to pay any required premiums for Medicare coverage from their personal funds. (D) Notwithstanding Section 6(b)(2)(A) or (B) to the contrary, the Company may alter the manner in which health benefits are provided to Executive under such sections following termination of Executive’s employment to the extent the Company reasonably determines is necessary for purposes of satisfying Code Section 105(h)(2) or avoiding the imposition of an excise tax on the Company or any of its Affiliates, provided that such alterations do not materially decrease coverage or increase the after-tax cost to Executive of such benefits.

COBRA Coverage. (Aa) In the event that the Employment Period terminates under this Agreement as a result of the Company terminating the Executive’s employment without Cause or the Executive terminating his employment for Good Reason, or because of the Executive’s death or Disability, then, if the Executive or his covered dependents timely elects continuation coverage under any of the Company’s “group health plans” within medical plan for the meaning of Treasury Regulations Section 54.4980B-2 Q/A-1 (collectively, the “Health Plan”) on behalf of himself Executive and any of his eligible covered dependents (including his spouse) pursuant to Section 4980B of the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code of 19851986, as amended (the “Code”), and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), following the Termination Datein accordance with ordinary plan practices, the Company shall pay directly or reimburse Executive make the following payments with respect to and on account of such continuation coverage. (b) The Company will pay, for an amount equal up to the monthly premium for such COBRA coverage for each month during which such COBRA coverage is in effect during the period commencing on the Termination Date and ending upon the earliest of (x) the date that is eighteen (18) months following months, that portion of the Termination COBRA premium payable by the Executive that is in excess of the premium payable by the Executive for the level of coverage the Executive and his covered dependents are enrolled in the Company’s group medical plan at the Severance Date, (y) to the date extent permitted under the terms of the Company’s medical plan; provided, however, that if the Executive and Executive’s his covered dependents become no longer eligible for COBRA coverage or (z) the date Executive becomes eligible to receive group healthcare coverage from a subsequent comparable medical benefits under another employer (and provided plan, the Company’s obligation to make COBRA payments described herein shall be terminated, for which purpose Executive agrees undertakes to promptly notify the Company of such eligibility). In all other respects, Executive and any changes in his dependents shall be treated the same as any other qualified beneficiaries under the Health Plan and COBRAeligibility for medical benefits coverage. (Bi) If Executive’s eligibility Unless direct payment by the Company of such COBRA payments is permitted by applicable law, the Executive and/or covered dependents shall pay the full cost of the premiums for continued COBRA coverage such coverage, as determined and set under the Health Plan ends due to expiration then current practices of the “maximum Company, on the first day of each month such coverage period” under is provided and within the meaning of 26 C.F.R. 54.4980B-7 Q/A-4(b), Company shall reimburse the Executive shall be entitled to continue coverage for himself and his eligible and/or the covered dependents (including his spouse)the excess, if any, under of the Health Plan amount the Executive pays for COBRA continuation coverage above the amount of the applicable premium that the Executive would have paid for comparable coverage if he had remained an executive officer of the Company during the period such coverage is provided (the “Reimbursement Amounts”). To the extent the Executive and each such covered dependent being referred is precluded from participation in the Company’s medical plan due to herein as a “Qualified Beneficiary”) Medicare eligibility and/or requirements to enroll in Medicare, the Executive will receive the monthly COBRA subsidy amount for the period beginning balance of the COBRA continuation period. (ii) Any Reimbursement Amounts to be paid by the Company to the Executive and/or the covered dependents under this Section 6.5 shall be made on the tenth (10th) day of each month the Executive pays the amount required by this Section 6.5 for COBRA continuation coverage, commencing on the first day such date immediately following such expiration of eligibility for COBRA coverage and ending on the second anniversary effective date of the Termination Date or the earlier date that Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibilityRelease under Section 6.1(i) (the “Extended CoverageFirst Reimbursement Date”), subject and any installment of the Reimbursement Amount that would have otherwise been paid prior to the Company or an Affiliate continuing to sponsor a Health Plan for the benefit of the Company’s employees generally. In order for Executive to First Reimbursement Date shall instead be eligible to receive the Extended Coverage on behalf of himself accumulated and any other Qualified Beneficiaries, Executive and any other Qualified Beneficiary must first exhaust such individual’s rights to any COBRA coverage available under the Health Plan. The Parties acknowledge that following expiration of the Extended Coverage, neither Executive nor any other Qualified Beneficiary will have any right to elect coverage under the Health Plan. Executive shall, on a monthly after-tax basis, pay to the Company (or its delegate) the COBRA rate, as then effective, for each month during the period of Extended Coverage. For purposes of Code Section 409A, the benefits provided under this Section 6(b)(2)(B) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of in-kind benefits during one calendar year shall not affect in-kind benefits to be provided in any other calendar year. (C) Executive and Executive’s spouse, if applicable, consent and agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time during their lives under the Medicare program or any similar program of the United States or any agency thereof. Executive and Executive’s spouse further agree to pay any required premiums for Medicare coverage from their personal funds. (D) Notwithstanding Section 6(b)(2)(A) or (B) to the contrary, the Company may alter the manner in which health benefits are provided to Executive under such sections following termination of Executive’s employment to the extent the Company reasonably determines is necessary for purposes of satisfying Code Section 105(h)(2) or avoiding the imposition of an excise tax paid on the Company or any of its Affiliates, provided that such alterations do not materially decrease coverage or increase the after-tax cost to Executive of such benefitsFirst Reimbursement Date.

COBRA Coverage. (A) In the event that Executive timely elects continuation coverage under any of the Company’s “The Partnership shall maintain continued group health plans” within plan coverage following the meaning of Treasury Regulations Section 54.4980B-2 Q/A-1 (collectively, the “Health Plan”) on behalf of himself and any of his eligible covered dependents (including his spouse) pursuant Termination Date under all plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) (as codified in Code Section 4980B and Part 6 of Subtitle B of Title I of ERISA) for Executive and Executive’s eligible spouse and dependents for the maximum period for which such qualified beneficiaries are eligible to receive COBRA coverage. However, following the Termination Date, the Company Executive (and Executive’s spouse and dependents) shall not be required to pay directly or reimburse Executive for an amount equal to the monthly premium more for such COBRA coverage than is charged by the Partnership to its executive employees who are then in active service for each month during which the Partnership and receiving coverage under such plan and, therefore, the Partnership shall be responsible for the difference between the amount charged hereunder and the full COBRA coverage is in effect during the premiums for a period commencing on the Termination Date and ending upon the earliest of six (x) the date that is eighteen (186) months following the Executive’s Termination Date, (y) the date that Executive and Executive’s covered dependents become no longer eligible for COBRA coverage or (z) the date Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). In all other respects, Executive (and his dependents Executive’s spouse and dependents) shall be treated the same as any other COBRA qualified beneficiaries under the Health Plan terms of such plans and the provisions of COBRA. (B) If Executive’s eligibility for continued COBRA coverage under . In the Health Plan ends due event of any change to expiration of the “maximum coverage period” under and within the meaning of 26 C.F.R. 54.4980B-7 Q/A-4(b), Executive shall be entitled to continue coverage for himself and his eligible covered dependents (including his spouse), if any, under the Health Plan (Executive and each such covered dependent being referred to herein as a “Qualified Beneficiary”) for the period beginning on the first day group health plan following such expiration of eligibility for COBRA coverage and ending on the second anniversary of the Termination Date or the earlier date that Executive becomes eligible to receive group healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility) (the “Extended Coverage”)Date, subject to the Company or an Affiliate continuing to sponsor a Health Plan for the benefit of the Company’s employees generally. In order for Executive to be eligible to receive the Extended Coverage on behalf of himself and any other Qualified Beneficiaries, Executive and any other Qualified Beneficiary must first exhaust such individual’s rights to any COBRA coverage available under the Health Plan. The Parties acknowledge that following expiration of the Extended Coverage, neither Executive nor any other Qualified Beneficiary will have any right to elect coverage under the Health Plan. Executive shall, on a monthly after-tax basis, pay to the Company (or its delegate) the COBRA rate, as then effective, for each month during the period of Extended Coverage. For purposes of Code Section 409A, the benefits provided under this Section 6(b)(2)(B) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of in-kind benefits during one calendar year shall not affect in-kind benefits to be provided in any other calendar year. (C) Executive and Executive’s spousespouse and dependents, if as applicable, consent shall be treated consistently with the then-current executive employees of the Partnership with respect to the terms and conditions of coverage and other substantive provisions of the plan. Executive and Executive’s spouse hereby agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time during their lives under the Medicare program or any similar program of the United States or any agency thereof. Executive and Executive’s spouse further agree to pay any required premiums for Medicare coverage from their personal funds. . For purposes of clarity, in the event that (Di) Notwithstanding Executive voluntarily resigns or otherwise voluntarily terminates employment, except due to Disability or Retirement (as such terms are defined in Section 6(b)(2)(A6(d)) or for Good Reason, or (ii) Executive’s employment is terminated due to a No Severance Benefits Event (as defined in Section 6(d)) then, in either such event under clause (i) or (Bii), the Partnership shall have no obligation to provide the severance benefits described in paragraphs (1) and (2) (above) of this Section 6(b), except to offer COBRA coverage (as required by COBRA law) but not at the discounted rate described in paragraph (2). Executive shall still be entitled to the contrary, minimum benefits provided under Section 6(a). The severance payments provided under Section 6(b) shall supersede and replace any severance payments under any severance pay plan that the Company may alter the manner in which health benefits are provided to Executive under such sections following termination of Executive’s employment to the extent the Company reasonably determines is necessary for purposes of satisfying Code Section 105(h)(2) or avoiding the imposition of an excise tax on the Company Partnership or any of its Affiliates, provided that such alterations do not materially decrease coverage Affiliate maintains for executive employees or increase the after-tax cost to Executive of such benefitsemployees generally.