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 “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. (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 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. (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.