Common use of COBRA Premium Benefit Clause in Contracts

COBRA Premium Benefit. If the Eligible Employee was enrolled in a group health plan (i.e., medical, dental, or vision plan) sponsored by the Company or an affiliate of the Company immediately prior to the Qualifying Termination, the Eligible Employee may be eligible to continue coverage under such group health plan (or to convert to an individual policy) at the time of the Eligible Employee’s termination of employment under the Consolidated Omnibus Budget Reconciliation Act of 1985 (together with any state law of similar effect, “COBRA”). The Company will notify the Eligible Employee of any such right to continue such coverage at the time of termination pursuant to COBRA. No provision of this Plan will affect the continuation coverage rules under COBRA, except that the Company’s payment, if any, of applicable insurance premiums, or waiver of any cost of coverage under any self-funded group health plan, will be credited as payment by the Eligible Employee for purposes of the Eligible Employee’s payment required under COBRA. Therefore, the period during which an Eligible Employee may elect to continue the Company’s or its affiliate’s group health plan coverage at his or her own expense under COBRA, the length of time during which COBRA coverage will be made available to the Eligible Employee, and all other rights and obligations of the Eligible Employee under COBRA (except the obligation to pay insurance premiums that the Company pays, if any, or, with respect to a self-funded plan, any obligation to pay the cost of coverage to the Company that the Company waives, if any) will be applied in the same manner that such rules would apply in the absence of this Plan. Provided that the Eligible Employee and/or his or her eligible dependents elect continued medical insurance coverage in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1986 and any other applicable state and federal law (commonly referred to as “COBRA”), the Company shall pay to the Eligible Employee, on the first day of each month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for the Eligible Employee and his or her eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for a number of months equal to the lesser of (i) the duration of the period in which the Eligible Employee and his or her eligible dependents are enrolled in such COBRA coverage (and not otherwise covered by another employer’s group health plan that does not impose an applicable preexisting condition exclusion) and (ii) eighteen (18) months. The Eligible Employee may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. On the 45th day following the Eligible Employee’s termination of employment, the Company will make the first payment to the Eligible Employee under this Section Section 1(b), in a lump sum, equal to the aggregate Special Severance Payments that the Company would have paid to the Participant through such date had the Special Severance Payments commenced on the first day of the first month following the termination of employment through such day, with the balance of the Special Severance Payments paid thereafter on the schedule described above. In the event the terminated Eligible Employee becomes covered under another employer’s group health plan (other than a plan that imposes a preexisting condition exclusion unless the preexisting condition exclusion does not apply) or otherwise ceases to be eligible for COBRA during the period provided in this Section 1(b), then the Eligible Employee must immediately notify the Company of such event, and the Special Severance Payments shall cease. Notwithstanding the foregoing, if the if the Company determines in its sole discretion that it may pay COBRA premiums for Eligible Employee and any dependents covered under the Company’s group health plan immediately prior to such termination of employment without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in lieu of paying to the Eligible Employee the Special Severance Payments described above, for a period of 12 months commencing one calendar day following the date upon which Eligible Employee incurs a termination of employment, the Company shall pay COBRA premiums for Eligible Employee and any dependents covered under the Company’s group health plan immediately prior to such termination of employment, provided that the Company may cease making such premium payments when Eligible Employee secures other employment and becomes eligible to participate in the health insurance plan of Eligible Employee’s new employer (other than a plan that imposes a preexisting condition exclusion unless the preexisting condition exclusion does not apply). For purposes of this Section 1(b), any applicable insurance premiums that are paid by the Company shall not include any amounts payable by the Eligible Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Eligible Employee.

COBRA Premium Benefit. If the Eligible Employee was enrolled in a group health plan (i.e., medical, dental, or vision plan) sponsored by the Company or an affiliate of the Company any Subsidiary immediately prior to the Qualifying Terminationtermination, the Eligible Employee may be eligible to continue coverage under such group health plan (or to convert to an individual policy) at the time of the Eligible Employee’s termination following his or her last day of employment under the Consolidated Omnibus Budget Reconciliation Act of 1985 (together with any state law of similar effect, “COBRA”). The Company will notify the Eligible If Employee of any such right to continue such coverage at the time of termination pursuant to COBRA. No provision of this Plan will affect the continuation coverage rules under COBRA, except that the Company’s payment, if any, of applicable insurance premiums, or waiver of any cost of is eligible for continued coverage under any self-funded group health planCOBRA and timely elects such continued coverage, will be credited as payment by the Eligible Employee for purposes Company or an Employing Subsidiary shall pay the full amount of the Eligible Employee’s payment required under COBRA. Therefore, the period during which an Eligible COBRA premiums for Employee may elect to continue the Company’s or its affiliate’s group health plan coverage at and his or her own expense under COBRA, eligible dependents for the length first eighteen (18) months of time during which COBRA such coverage will be made available to the Eligible Employee, and all other rights and obligations of the Eligible Employee under COBRA or until such earlier date as either (except the obligation to pay insurance premiums that the Company pays, if any, or, with respect to a self-funded plan, any obligation to pay the cost of coverage to the Company that the Company waives, if anyA) will be applied in the same manner that such rules would apply in the absence of this Plan. Provided that the Eligible Employee and/or his or her eligible dependents elect continued medical insurance cease to be eligible for COBRA coverage in accordance with or (B) Employee becomes eligible for the applicable provisions group health plan coverage of a subsequent employer. Following such period of paid COBRA coverage, Employee will be responsible for the timely payment of the Consolidated Omnibus Budget full amount of premiums required under COBRA for the duration of the COBRA period (if any). Employee must notify the Company and, if applicable, the Employing Subsidiary immediately if he or she becomes eligible for coverage by a group health plan of a subsequent employer. Notwithstanding the foregoing, if at any time the Company and/or the Employing Subsidiary, as applicable, determines, in its or their sole discretion, that such payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act of 1986 and any other applicable state and federal law (commonly referred subsequent amendments), then in lieu of such payments by the Company or an Employing Subsidiary to as “COBRA”)the COBRA carrier on behalf of Employee, the Company or an Employing Subsidiary shall instead pay to the Eligible Employee, on within ten (10) business days following the first day of each monthdate such determination is made, a fully taxable cash payment equal to the applicable COBRA premiums for that month up to eighteen (including premiums for 18) months following termination (or any lesser period, if such determination is made after any benefits are provided pursuant to the Eligible Employee and his or her eligible dependents who have elected and remain enrolled in such COBRA coveragepreceding sentences), subject to applicable tax withholdings (and deductions; provided, that such amount, the “Special Severance Payment”), for a number of months equal payment shall not be made prior to the lesser of (i) Release Effective Date; and provided, further that, to the duration extent required to comply with Section 409A of the period in which the Eligible Employee and his or her eligible dependents are enrolled in such COBRA coverage (and not otherwise covered by another employer’s group health plan that does not impose an applicable preexisting condition exclusion) and (ii) eighteen (18) months. The Eligible Employee may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. On the 45th day following the Eligible Employee’s termination of employment, the Company will make the first payment to the Eligible Employee under this Section Section 1(b), in a lump sum, equal to the aggregate Special Severance Payments that the Company would have paid to the Participant through such date had the Special Severance Payments commenced on the first day of the first month following the termination of employment through such day, with the balance of the Special Severance Payments paid thereafter on the schedule described above. In the event the terminated Eligible Employee becomes covered under another employer’s group health plan (other than a plan that imposes a preexisting condition exclusion unless the preexisting condition exclusion does not apply) or otherwise ceases to be eligible for COBRA during the period provided in this Section 1(b), then the Eligible Employee must immediately notify the Company of such event, and the Special Severance Payments shall cease. Notwithstanding the foregoingCode, if the if the Company determines in its sole discretion that it may pay COBRA premiums for Eligible Employee and any dependents covered under the Company’s group health plan immediately prior to Release Period spans two calendar years, such termination of employment without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in lieu of paying to the Eligible Employee the Special Severance Payments described above, for a period of 12 months commencing one calendar day following the date upon which Eligible Employee incurs a termination of employment, the Company shall pay COBRA premiums for Eligible Employee and any dependents covered under the Company’s group health plan immediately prior to such termination of employment, provided that the Company may cease making such premium payments when Eligible Employee secures other employment and becomes eligible to participate in the health insurance plan of Eligible Employee’s new employer (other than a plan that imposes a preexisting condition exclusion unless the preexisting condition exclusion does not apply). For purposes of this Section 1(b), any applicable insurance premiums that are paid by the Company payment shall not include any amounts payable by be made until the Eligible Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Eligible Employeesecond calendar year.