Common use of COBRA Reimbursement Clause in Contracts

COBRA Reimbursement. If the Executive is eligible for, and elects to receive, continued coverage for the Executive and, if applicable, the Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions of COBRA, the Company shall reimburse the Executive for a period of twelve (12) months following termination of the Executive’s employment (or, if less, for the period that the Executive is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company (the “COBRA Reimbursement” and such amount, the “COBRA Reimbursement Amount”). COBRA Reimbursements shall be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his payments for COBRA coverage. However, if the Company determines in its sole discretion that it cannot, without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provide any COBRA Reimbursements that otherwise would be due to the Executive under this Section 8(a)(iii), then the Company will, subject to the provisions of Section 15(i), in lieu of any such COBRA Reimbursements, provide to the Executive a taxable monthly payment in an amount equal to the COBRA Reimbursement Amount, which payments will be made regardless of whether the Executive elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject to all applicable taxes and withholdings, if any. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 of the Public Health Service Act, the Executive will not receive such payments.

COBRA Reimbursement. If the Executive is eligible for, timely and properly elects to receive, continued continuation coverage for the Executive and, if applicable, the Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for a period of twelve (12) months following termination of the monthly COBRA premium paid by Executive for Executive and Executive’s employment (or, if less, dependents. Any such reimbursement for the period prior to the Payment Date shall be paid to Executive in a lump sum on the Payment Date and any reimbursement for any month (or portion thereof) on and after the Payment Date shall be paid to Executive on the tenth (10th) day of the month immediately following the month in which Executive timely remits the premium payment and provides evidence of such payment to the Company. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the 18-month anniversary of the Termination Date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer (which date shall be promptly reported to the Company by Executive); provided, however, that the Executive is eligible for election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage) coverage shall remain Executive’s sole responsibility, and the Company shall not assume any obligation for the excess payment of (A) the amount that the any such premiums. In addition, if, following a Qualifying Termination, Executive is required to pay monthly to maintain such continued still receiving the continuation coverage under COBRA, over described in this paragraph on the date that is eighteen (B18) months after the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company Termination Date (the “COBRA Reimbursement” and such amountPayment Trigger Date”), then, within thirty (30) days after the COBRA Payment Trigger Date, the Company shall pay to Executive a lump sum cash payment equal to the lesser of (a) the applicable dollar amount under Section 402(g)(1)(B) of the Internal Revenue Code of 1986, as amended (the “COBRA Reimbursement AmountCode”), for the year in which the Termination Date occurs or (b) eighteen (18) times the premium paid by Executive for such coverage for the last month of the eighteen (18) month period during which Executive received the continuation coverage described in this paragraph. COBRA Reimbursements shall be made by Notwithstanding the Company to the Executive consistent with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his payments for COBRA coverage. Howeverforegoing, if the Company determines in its sole discretion that it cannot, without potentially violating applicable law (including, without limitation, Section 2716 provision of the Public Health Service Act)benefits described in this paragraph cannot be provided in the manner described above without penalty, provide tax or other adverse impact on the Company or any COBRA Reimbursements that otherwise would be due to other member of the Executive under this Section 8(a)(iii)Company Group, then the Company will, subject and Executive agree to the provisions of Section 15(i), in lieu of any such COBRA Reimbursements, provide to the Executive a taxable monthly payment in an amount equal to the COBRA Reimbursement Amount, which payments will be made regardless of whether the Executive elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under reform this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject 6.2(d) in a manner as is necessary to all applicable taxes and withholdings, if any. Notwithstanding anything to the contrary under this Agreement, if at any time avoid such adverse impact on the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 or any other member of the Public Health Service Act, the Executive will not receive such paymentsCompany Group.

COBRA Reimbursement. If the Executive is eligible for, and elects to receive, continued coverage for the Executive and, if applicable, the Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions of COBRA, the Company shall reimburse the Executive for a period of twelve (12) months following termination of the Executive’s employment (or, if less, for the period that the Executive is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company (the “COBRA Reimbursement” ​ and such amount, the “COBRA Reimbursement Amount”). COBRA Reimbursements shall be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his the Executive’s payments for COBRA coverage. However, if the Company determines in its sole discretion that it cannot, without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provide any COBRA Reimbursements that otherwise would be due to the Executive under this Section 8(a)(iii), then the Company will, subject to the provisions of Section 15(i), in lieu of any such COBRA Reimbursements, provide to the Executive a taxable monthly payment in an amount equal to the COBRA Reimbursement Amount, which payments will be made regardless of whether the Executive elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject to all applicable taxes and withholdings, if any. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 of the Public Health Service Act, the Executive will not receive such payments.

COBRA Reimbursement. If after the Date of Termination the Executive is eligible for, and elects to receivereceive continuation coverage under Employer’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued coverage the Executive shall be entitled to reimbursement from the Employer for the COBRA premium costs of medical, prescription, dental and vision coverage, if any, under Employer’s group health plans (as in effect from time to time) for the Executive and, if applicableto the extent permitted under COBRA, the Executive’s spouse and eligible dependents dependents, such reimbursement not to exceed the COBRA rates for such coverage and, unless terminated sooner as described below, such reimbursement to continue for one year after the Date of Termination; provided, however, that the Executive shall be required to submit to Employer reasonable evidence of payment by the Executive of any such COBRA premiums in order to obtain reimbursement from Employer and that the Executive may not submit any requests for reimbursement of such payments more than once per calendar month; provided, further, that Employer, in its sole discretion, may elect for the first two calendar months (or portions thereof) of the Severance Period, as applicable, to remit any such payments directly on behalf of the Executive rather than requiring the Executive to remit such payments and seek reimbursement therefore from Employer; provided, further, that the obligations of Employer to reimburse any such payments shall terminate on the date of occurrence of the first to occur of any of the following, if any of the following should occur prior to the end of the Severance Period: (i) the date of commencement of eligibility of the Executive under the Companygroup health plan of any other employer or (ii) the date of commencement of eligibility of the Executive for Medicare benefits under Title XVIII of the Social Security Act (“Medicare Benefits”); and provided, further, that the Executive nevertheless shall be entitled to elect COBRA continuation coverage without reimbursement under Employer’s group health benefits plan(s) in accordance with plans at the provisions applicable COBRA premium rates through the date that is 18 months after the Date of COBRATermination or, if earlier, the Company shall date that the Executive becomes covered under the group health plan of another employer or becomes eligible for Medicare Benefits, if the obligations of Employer to reimburse the Executive for a period of twelve (12) months following termination of the Executive’s employment (or, if less, COBRA premiums for the period that the Executive is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the CompanyEmployer’s group health benefits plan(s) had the Executive continued plans should terminate prior to be an employee of the Company (the “COBRA Reimbursement” and such amount, the “COBRA Reimbursement Amount”). COBRA Reimbursements shall be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his payments for COBRA coverage. However, if the Company determines in its sole discretion that it cannot, without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provide any COBRA Reimbursements that otherwise would be due to the Executive under this Section 8(a)(iii), then the Company will, subject to the provisions of Section 15(i), in lieu of any such COBRA Reimbursements, provide to the Executive a taxable monthly payment in an amount equal to the COBRA Reimbursement Amount, which payments will be made regardless of whether the Executive elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject to all applicable taxes and withholdings, if anydate. Notwithstanding anything to the contrary under this Agreementset forth above, if at any time the Company determines employer, in its solesole discretion, good faith discretion may discontinue any coverage contemplated hereunder in the event that it cansuch continuation is not provide permitted under or would adversely affect the Alternative Payments contemplated by the preceding sentence without violating Section 2716 tax status of the Public Health Service Actplan or plans of Employer pursuant to which the coverage is provided, in which case Employer shall make supplemental severance payments to the Executive in monthly amounts equal to the amounts to which the Executive otherwise would have been entitled to reimbursement hereunder in respect of such coverage for the remainder of the period that Employer otherwise would have been obligated to make reimbursements hereunder to the Executive. Any amounts that are reimbursed to the Executive by Employer or paid directly to the Executive as supplemental severance payments will not receive be considered taxable income to the Executive and any taxes on such paymentsamounts will be the Executive’s responsibility and subject to applicable tax withholding.

COBRA Reimbursement. If the Executive is eligible for, timely and properly elects to receive, continued continuation coverage for the Executive and, if applicable, the Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for a period of twelve (12) months following termination of the monthly COBRA premium paid by Executive for Executive and Executive’s employment (or, if less, dependents. Any such reimbursement for the period prior to the Payment Date shall be paid to Executive in a lump sum on the Payment Date and any reimbursement for any month (or portion thereof) on and after the Payment Date shall be paid to Executive on the tenth (10th) day of the month immediately following the month in which Executive timely remits the premium payment and provides evidence of such payment to the Company. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the 18- month anniversary of the Termination Date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer (which date shall be promptly reported to the Company by Executive); provided, however, that the Executive is eligible for election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage) coverage shall remain Executive’s sole responsibility, and the Company shall not assume any obligation for the excess payment of (A) the amount that the any such premiums. In addition, if, following a Qualifying Termination, Executive is required to pay monthly to maintain such continued still receiving the continuation coverage under COBRA, over described in this paragraph on the date that is eighteen (B18) months after the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company Termination Date (the “COBRA Reimbursement” and such amountPayment Trigger Date”), then, within thirty (30) days after the COBRA Payment Trigger Date, the Company shall pay to Executive a lump sum cash payment equal to the lesser of (a) the applicable dollar amount under Section 402(g)(1)(B) of the Internal Revenue Code of 1986, as amended (the “COBRA Reimbursement AmountCode”), for the year in which the Termination Date occurs or (b) eighteen (18) times the premium paid by Executive for such coverage for the last month of the eighteen (18) month period during which Executive received the continuation coverage described in this paragraph. COBRA Reimbursements shall be made by Notwithstanding the Company to the Executive consistent with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his payments for COBRA coverage. Howeverforegoing, if the Company determines in its sole discretion that it cannot, without potentially violating applicable law (including, without limitation, Section 2716 provision of the Public Health Service Act)benefits described in this paragraph cannot be provided in the manner described above without penalty, provide tax or other adverse impact on the Company or any COBRA Reimbursements that otherwise would be due to other member of the Executive under this Section 8(a)(iii)Company Group, then the Company will, subject and Executive agree to the provisions of Section 15(i), in lieu of any such COBRA Reimbursements, provide to the Executive a taxable monthly payment in an amount equal to the COBRA Reimbursement Amount, which payments will be made regardless of whether the Executive elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under reform this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject 6.2(d) in a manner as is necessary to all applicable taxes and withholdings, if any. Notwithstanding anything to the contrary under this Agreement, if at any time avoid such adverse impact on the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 or any other member of the Public Health Service Act, the Executive will not receive such paymentsCompany Group.

COBRA Reimbursement. If the Executive is eligible for, timely and properly elects to receive, continued continuation coverage for the Executive and, if applicable, the Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by Executive for himself and his dependents. Any such reimbursement for the period prior to the Payment Date shall be paid to Executive in a period lump sum on the Payment Date and any reimbursement for any month (or portion thereof) on and after the Payment Date shall be paid to Executive on the tenth (10th) day of the month immediately following the month in which Executive timely remits the premium payment and provides evidence of such payment to the Company. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelve (12) months following termination of the Executive’s employment 12)-month (or, if lessin the case of a Qualifying Termination, for the period eighteen (18)-month) anniversary of the Termination Date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer (which date shall be promptly reported to the Company by Executive); provided, however, that the Executive is eligible for election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage) coverage shall remain Executive’s sole responsibility, and the Company shall not assume any obligation for the excess payment of (A) the amount that the any such premiums. In addition, if, following a Qualifying Termination, Executive is required to pay monthly to maintain such continued still receiving the continuation coverage under COBRA, over described in this paragraph on the date that is eighteen (B18) months after the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company Termination Date (the “COBRA Reimbursement” and such amountPayment Trigger Date”), then, within thirty (30) days after the COBRA Payment Trigger Date, the Company shall pay to Executive a lump sum cash payment equal to the lesser of (a) the applicable dollar amount under Section 402(g)(1)(B) of the Internal Revenue Code of 1986, as amended (the “COBRA Reimbursement AmountCode”), for the year in which the Termination Date occurs or (b) six (6) times the premium paid by Executive for such coverage for the last month of the eighteen (18)-month period during which Executive received the continuation coverage described in this paragraph. COBRA Reimbursements shall be made by Notwithstanding the Company to the Executive consistent with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his payments for COBRA coverage. Howeverforegoing, if the Company determines in its sole discretion that it cannot, without potentially violating applicable law (including, without limitation, Section 2716 provision of the Public Health Service Act)benefits described in this paragraph cannot be provided in the manner described above without penalty, provide tax or other adverse impact on the Company or any COBRA Reimbursements that otherwise would be due to other member of the Executive under this Section 8(a)(iii)Company Group, then the Company will, subject and Executive agree to the provisions of Section 15(i), in lieu of any such COBRA Reimbursements, provide to the Executive a taxable monthly payment in an amount equal to the COBRA Reimbursement Amount, which payments will be made regardless of whether the Executive elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under reform this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject 5.2(d) in a manner as is necessary to all applicable taxes and withholdings, if any. Notwithstanding anything to the contrary under this Agreement, if at any time avoid such adverse impact on the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 or any other member of the Public Health Service Act, the Executive will not receive such paymentsCompany Group.

COBRA Reimbursement. If In the event that the Executive is eligible for, properly and timely elects to receive, continued continue health benefit coverage for under COBRA after the Termination Date and the Company received from Executive and, if applicable, the of a copy of such election and proof of Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions timely payment of COBRAeach COBRA premium, the Company shall promptly reimburse Executive on a taxable basis for the Executive amount of each such premium paid by Executive. Such COBRA premium reimbursements will be paid by the Company for a coverage until the earliest of (i) the end of the Initial Term or Renewal Term, as then in effect, (ii) the end of the period of twelve (12) months following termination of the Executive’s employment (or, if less, for the period that time during which the Executive is eligible for such COBRA entitled to continuation coverage) for the excess of (A) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA, over ,or (Biii) the amount that the such time as Executive would have paid monthly to participate in the Company’s subsequently becomes covered by another group health benefits plan(s) had the plan. Executive continued agrees to be an employee of notify the Company (immediately if he becomes covered by another group health plan. If, on the “COBRA Reimbursement” and such amountTermination Date, the “COBRA Reimbursement Amount”). COBRA Reimbursements shall be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his payments for COBRA coverage. However, if the Company determines in its sole discretion that it cannot, not reimburse the Executive for the COBRA premiums as provided in this Section 5.2(a)(ii) above without potentially violating violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provide any COBRA Reimbursements that otherwise would be due to the Executive under this Section 8(a)(iii), then the Company will, subject to the provisions of Section 15(i), will in lieu of any such COBRA Reimbursements, thereof provide to the Executive a taxable monthly payments (the “Section 5.2(a)(ii) Taxable Payments”) during the maximum period for which COBRA premiums otherwise were to be reimbursed. The amount of each monthly payment in an amount shall equal to the COBRA Reimbursement Amountpremium that the Executive would be required to pay to continue his healthcare benefits under the Company’s group plans for the first month of COBRA coverage. For the avoidance of doubt, which payments the Section 5.2(a)(ii) Taxable Payments, if any, will be made regardless of whether the Executive elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, to continuation coverage under COBRA, and will be subject to all applicable taxes and withholdings, if any. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 of the Public Health Service Act, the Executive will not receive such payments.

COBRA Reimbursement. If the Executive is eligible for, and elects to receive, continued coverage for the Executive and, if applicable, the Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions of COBRA, the Company shall reimburse the Executive for For a period of twelve (12) months following termination the expiration of Company health benefits on August 31, 2021 (“COBRA Period”), the Company will pay Employee a monthly amount equal to the applicable COBRA premium payment for all medical, dental and vision benefits which he/she and his/her dependents were receiving on the Separation Date, less that portion of the Executive’s employment (or, if less, for the period premium that the Executive is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive he/she would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued if he/she was an active employee (“COBRA Payments”), to be an employee of the Company (the “COBRA Reimbursement” and such amount, the “COBRA Reimbursement Amount”). COBRA Reimbursements shall be made by the Company to the Executive consistent paid in accordance with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his payments for COBRA coverage. Howeverthen-current payroll schedule, with a “catch-up” payment made if the Company determines in its sole discretion that it cannot, without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provide any COBRA Reimbursements that otherwise would be necessary due to the Executive time taken for this Agreement to become effective as set forth below. The Company’s obligation to provide the COBRA Payments is contingent upon Employee timely electing COBRA continuation coverage and him/her remaining eligible for COBRA continuation coverage during the COBRA Period. The COBRA Period shall only run for the period during which Employee is eligible to elect health coverage under this Section 8(a)(iiiCOBRA and shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA. If at any time during the COBRA Period Employee ceases to be eligible for COBRA continuation coverage, the Company’s obligation to make COBRA Payments will immediately cease. Nothing herein shall prevent the Company from amending, changing, or canceling any group medical, dental or vision plans during the COBRA Period. In addition, if Employee becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise (including coverage available to Employee’s spouse), then the Company willCompany’s obligation to make COBRA Payments shall immediately cease, subject to except as otherwise provided by law. The reimbursement of the provisions of monthly premium for such group health benefits, determined in accordance with Code Section 15(i)4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in lieu of any such Employee’s income in accordance with applicable rules and regulations; provided, however, that the COBRA Reimbursements, provide to Payments will be grossed up for tax purposes so that the Executive a taxable monthly payment in an after-tax amount that Employee receives will be approximately equal to the difference between the applicable monthly COBRA Reimbursement Amountpremium payment for all medical, dental and vision benefits which payments he/she and his/her dependents were receiving on the Separation Date and that portion of the premium that he/she would have paid if he/she was an active employee. Notwithstanding the Company’s promise to make the COBRA Payments to Employee as described in this Paragraph, Employee will be made regardless solely responsible for making payment for the full amount of whether the Executive elects applicable COBRA premium in accordance with the terms of the COBRA election notice that he/she will receive. Employee agrees to notify the Company in writing immediately if, during the COBRA Period, he/she ceases to be eligible for COBRA continuation coverage or becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise (the “Alternative Payments”including coverage available to Employee’s spouse). Any Alternative Payments will cease The Company’s agreement to be provided when, provide the Consideration is specifically contingent upon Employee (a) executing this Agreement and under the same terms and conditions, COBRA Reimbursements would have ceased under this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject to all applicable taxes and withholdings, if any. Notwithstanding anything to the contrary under revoking this Agreement, if at as set forth in Paragraph 6 below; and (b) complying with his/her obligations under this Agreement and any time other continuing contractual obligations he/she owes to the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 of the Public Health Service Act, the Executive will not receive such paymentsCompany.

COBRA Reimbursement. If the Executive is eligible for, timely and properly elects to receive, continued continue coverage for the Executive andand Executive’s spouse and eligible dependents, if applicableany, the Executive’s eligible dependents under the Company’s group health benefits plan(s) plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), similar in accordance with the provisions amounts and types of COBRAcoverage provided by the Company to Executive prior to the Separation Date, then during the COBRA Continuation Period (as defined below), the Company shall promptly reimburse Executive on a monthly basis for the entire amount Executive for a period of twelve pays to effect and continue such coverage (12) months following termination “COBRA Benefit”). Each payment of the COBRA Benefit shall be paid to Executive on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which Executive submits to the Company documentation of the applicable premium payment having been paid by Executive’s employment , which documentation shall be submitted by Executive to the Company within 30 days following the date on which the applicable premium payment is paid. Notwithstanding anything in the preceding provisions of this Section 4(e) to the contrary, (or, if less, for x) the period that election of COBRA continuation coverage and the Executive is eligible for payment of any premiums due with respect to such COBRA continuation coveragecoverage will remain Executive’s sole responsibility, and the Company will assume no obligation for payment of any such premiums relating to such COBRA continuation coverage and (y) for if the excess provision of (Athe benefit described in this Section 4(e) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate cannot be provided in the manner described above without penalty, tax, or other adverse impact on the Company’s group health benefits plan(s) had the Executive continued to be an employee of , then the Company (and Executive shall negotiate in good faith to determine an alternative manner in which the “COBRA Reimbursement” and Company may provide a substantially equivalent benefit to Executive without such amountadverse impact on the Company. As used herein, the “COBRA Reimbursement Amount”). Continuation Period” shall mean the period beginning on the first day of the first calendar month following the Separation Date and continuing for a number of months thereafter equal to 12 months; provided, however, that the COBRA Reimbursements Continuation Period shall immediately terminate upon the earlier of (1) the time Executive becomes eligible to be made covered under a group health plan sponsored by another employer (and Executive shall promptly notify the Company in the event that Executive becomes so eligible) or (2) the date Executive is no longer eligible to the Executive consistent with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his payments for COBRA coverage. However, if the Company determines in its sole discretion that it cannot, without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provide any COBRA Reimbursements that otherwise would be due to the Executive under this Section 8(a)(iii), then the Company will, subject to the provisions of Section 15(i), in lieu of any such COBRA Reimbursements, provide to the Executive a taxable monthly payment in an amount equal to the COBRA Reimbursement Amount, which payments will be made regardless of whether the Executive elects receive COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject to all applicable taxes and withholdings, if any. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 of the Public Health Service Act, the Executive will not receive such paymentscoverage.

COBRA Reimbursement. 3.2.1 If Employee timely elects continued coverage under COBRA, Aduro will directly pay the Executive is eligible for, and elects COBRA insurance provider for the COBRA premiums necessary to receive, continued continue Employee’s COBRA coverage for the Executive and, if applicable, Employee and the ExecutiveEmployee’s eligible dependents under from the Company’s group health benefits plan(sSeparation Date until the earliest to occur of (a) in accordance with the provisions of COBRA, the Company shall reimburse the Executive for a period of twelve (12) months following after Employee’s termination date, (b) the expiration of the ExecutiveEmployee’s employment (or, if less, eligibility for the period that the Executive is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA, over and (c) the date when the Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such applicable period from the Separation Date through the earliest of (a) through (c) is referred to herein as the “COBRA Payment Period”). Upon the conclusion of such COBRA Payment Period, Employee will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Employee’s eligible COBRA coverage period, if any. For purposes of this section, (A) references to COBRA shall be deemed to refer also to analogous provisions of state law and (B) the amount any applicable insurance premiums that the Executive would have are paid monthly to participate in the Company’s group by Aduro shall not include any amounts payable by Employee under a Code Section 125 health benefits plan(s) had the Executive continued to be an employee of the Company (the “COBRA Reimbursement” and such amountcare reimbursement plan, the “COBRA Reimbursement Amount”). COBRA Reimbursements shall be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his payments for COBRA coverage. Howeverwhich amounts, if any, are Employee’s sole responsibility. 3.2.2 Notwithstanding the Company determines foregoing, if at any time Aduro determines, in its sole discretion discretion, that it cannot, not provide the COBRA premium benefits without potentially violating incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provide any COBRA Reimbursements that otherwise would be due to the Executive under this Section 8(a)(iii), then the Company will, subject to the provisions of Section 15(i), in lieu of any such paying COBRA Reimbursementspremiums on the Employee’s behalf, provide to Aduro will instead pay the Executive Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable monthly cash payment in an amount equal to the COBRA Reimbursement Amountpremium for that month, which payments will subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made regardless of whether the Executive elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject to all applicable taxes and withholdings, if any. Notwithstanding anything without regard to the contrary under this Agreement, if at any time Employee’s election of COBRA coverage or payment of COBRA premiums and without regard to the Company determines in its sole, good faith discretion that it cannot provide Employee’s continued eligibility for COBRA coverage during the Alternative Payments contemplated by the preceding sentence without violating Section 2716 COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the Public Health Service Act, the Executive will not receive such paymentsCOBRA Payment Period.

COBRA Reimbursement. If the Executive is Provided Employee and/or his spouse and dependents are eligible for, and elects timely elect to receive, continued continue their health care coverage for the Executive and, if applicable, the Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions of plan pursuant to their rights under COBRA, the Company shall will reimburse the Executive for a period of twelve (12) months following termination of the Executive’s employment (or, if less, Employee for the period that costs he incurs to obtain such continued coverage for himself and his spouse and eligible dependents (collectively, the Executive is eligible for such COBRA continuation coverage“Coverage Costs”) for until the excess earliest of (A) the amount that end of the Executive is required to pay monthly to maintain such continued coverage under COBRAeighteen (18)-month period measured from the Separation Date, over (B) the amount date that Employee and/or his eligible dependents are no longer eligible for COBRA coverage, and (C) the Executive would have paid monthly date that Employee becomes eligible for such coverage under the health plan of any new employer (Employee agrees to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of provide the Company with written notice of such eligibility within ten (the “COBRA Reimbursement” and such amount, the “COBRA Reimbursement Amount”10) calendar days). COBRA Reimbursements shall be made by the Company In order to the Executive consistent with the Company’s normal expense obtain reimbursement policy; provided that the Executive submits documentation for such Coverage Costs, Employee must submit appropriate evidence to the Company substantiating his payments of each periodic payment within sixty (60) days after the required payment date for COBRA coverage. Howeverthose Coverage Costs, if and the Company determines shall, within thirty (30) days after such submission, reimburse Employee for that payment. During the period such medical care coverage remains in its sole discretion that it cannoteffect hereunder, without potentially violating applicable law the following provisions shall govern the arrangement: (including, without limitation, Section 2716 a) the amount of Coverage Costs eligible for reimbursement in any one calendar year of such coverage shall not affect the Public Health Service Act), provide amount of Coverage Costs eligible for reimbursement in any COBRA Reimbursements that otherwise would be due to the Executive under this Section 8(a)(iii), then the Company will, subject to the provisions of Section 15(i), in lieu of any other calendar year for which such COBRA Reimbursements, provide to the Executive a taxable monthly payment in an amount equal to the COBRA Reimbursement Amount, which payments will be made regardless of whether the Executive elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease reimbursement is to be provided whenhereunder; (ii) no Coverage Costs shall be reimbursed after the close of the calendar year following the calendar year in which those Coverage Costs were incurred; and (iii) Employee’s right to the reimbursement of such Coverage Costs cannot be liquidated or exchanged for any other benefit. To the extent the reimbursed Coverage Costs constitute taxable income to Employee, the Company shall report the reimbursement as taxable W-2 wages and collect the applicable withholding taxes, and under the same terms and conditions, COBRA Reimbursements would have ceased under this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may any remaining tax liability shall be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject to all applicable taxes and withholdings, if any. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 of the Public Health Service Act, the Executive will not receive such paymentsEmployee’s sole responsibility.

COBRA Reimbursement. If the Executive is eligible for, timely and properly elects to receive, continued continuation coverage for the Executive and, if applicable, the Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by Executive for herself and her dependents. Any such reimbursement for the period prior to the Payment Date shall be paid to Executive in a period lump sum on the Payment Date and any reimbursement for any month (or portion thereof) on and after the Payment Date shall be paid to Executive on the tenth (10th) day of the month immediately following the month in which Executive timely remits the premium payment and provides evidence of such payment to the Company. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelve (12) months following termination of the Executive’s employment 12)-month (or, if lessin the case of a Qualifying Termination, for the period eighteen (18)-month) anniversary of the Termination Date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer (which date shall be promptly reported to the Company by Executive); provided, however, that the Executive is eligible for election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage) coverage shall remain Executive’s sole responsibility, and the Company shall not assume any obligation for the excess payment of (A) the amount that the any such premiums. In addition, if, following a Qualifying Termination, Executive is required to pay monthly to maintain such continued still receiving the continuation coverage under COBRA, over described in this paragraph on the date that is eighteen (B18) months after the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company Termination Date (the “COBRA Reimbursement” and such amountPayment Trigger Date”), then, within thirty (30) days after the COBRA Payment Trigger Date, the Company shall pay to Executive a lump sum cash payment equal to the lesser of (a) the applicable dollar amount under Section 402(g)(1)(B) of the Internal Revenue Code of 1986, as amended (the “COBRA Reimbursement AmountCode”), for the year in which the Termination Date occurs or (b) six (6) times the premium paid by Executive for such coverage for the last month of the eighteen (18)-month period during which Executive received the continuation coverage described in this paragraph. COBRA Reimbursements shall be made by Notwithstanding the Company to the Executive consistent with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his payments for COBRA coverage. Howeverforegoing, if the Company determines in its sole discretion that it cannot, without potentially violating applicable law (including, without limitation, Section 2716 provision of the Public Health Service Act)benefits described in this paragraph cannot be provided in the manner described above without penalty, provide tax or other adverse impact on the Company or any COBRA Reimbursements that otherwise would be due to other member of the Executive under this Section 8(a)(iii)Company Group, then the Company will, subject and Executive agree to the provisions of Section 15(i), in lieu of any such COBRA Reimbursements, provide to the Executive a taxable monthly payment in an amount equal to the COBRA Reimbursement Amount, which payments will be made regardless of whether the Executive elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under reform this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject 5.2(d) in a manner as is necessary to all applicable taxes and withholdings, if any. Notwithstanding anything to the contrary under this Agreement, if at any time avoid such adverse impact on the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 or any other member of the Public Health Service Act, the Executive will not receive such paymentsCompany Group.

COBRA Reimbursement. If the Executive is eligible for, timely and properly elects to receive, continued continuation coverage for the Executive and, if applicable, the Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for a period of twelve (12) months following termination of the Executive’s employment (or, if less, monthly COBRA premium paid by Executive for himself and his dependents. Any such reimbursement for the period prior to the Payment Date shall be paid to Executive in a lump sum on the Payment Date and any reimbursement for any month (or portion thereof) on and after the Payment Date shall be paid to Executive on the tenth (10th) day of the month immediately following the month in which Executive timely remits the premium payment and provides evidence of such payment to the Company. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen (18)-month anniversary of the Termination Date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer (which date shall be promptly reported to the Company by Executive); provided, however, that the Executive is eligible for election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage) coverage shall remain Executive’s sole responsibility, and the Company shall not assume any obligation for the excess payment of (A) the amount that the any such premiums. In addition, if, following a Qualifying Termination, Executive is required to pay monthly to maintain such continued still receiving the continuation coverage under COBRA, over described in this paragraph on the date that is eighteen (B18) months after the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company Termination Date (the “COBRA Reimbursement” and such amountPayment Trigger Date”), then, within thirty (30) days after the COBRA Payment Trigger Date, the Company shall pay to Executive a lump sum cash payment equal to the lesser of (a) the applicable dollar amount under Section 402(g)(1)(B) of the Internal Revenue Code of 1986, as amended (the “COBRA Reimbursement AmountCode”), for the year in which the Termination Date occurs or (b) eighteen (18) times the premium paid by Executive for such coverage for the last month of the eighteen (18)-month period during which Executive received the continuation coverage described in this paragraph. COBRA Reimbursements shall be made by Notwithstanding the Company to the Executive consistent with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his payments for COBRA coverage. Howeverforegoing, if the Company determines in its sole discretion that it cannot, without potentially violating applicable law (including, without limitation, Section 2716 provision of the Public Health Service Act)benefits described in this paragraph cannot be provided in the manner described above without penalty, provide tax or other adverse impact on the Company or any COBRA Reimbursements that otherwise would be due to other member of the Executive under this Section 8(a)(iii)Company Group, then the Company will, subject and Executive agree to the provisions of Section 15(i), in lieu of any such COBRA Reimbursements, provide to the Executive a taxable monthly payment in an amount equal to the COBRA Reimbursement Amount, which payments will be made regardless of whether the Executive elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under reform this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject 6.2(d) in a manner as is necessary to all applicable taxes and withholdings, if any. Notwithstanding anything to the contrary under this Agreement, if at any time avoid such adverse impact on the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 or any other member of the Public Health Service Act, the Executive will not receive such paymentsCompany Group.

COBRA Reimbursement. If Provided Employee timely elects and pays for continuation coverage pursuant to the Executive is eligible forConsolidated Omnibus Budget Reconciliation Act of 1985, and elects as amended (“COBRA”) within the time period prescribed pursuant to receive, continued coverage for the Executive and, if applicable, the Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions of COBRA, the Company shall reimburse Employee for the Executive payments Employee makes for COBRA coverage for Employee and Employee’s eligible dependents that were covered under the Company’s health care plans immediately prior to the Separation Date, for a period of twelve up to the first nine (129) months following termination of the Executive’s employment (such coverage, or, if lessearlier, for until the period that the Executive is sooner of (i) Employee’s securing of health insurance coverage through another employer or (ii) Employee ceasing to be eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company (the “COBRA Reimbursement” and such amount, the “COBRA Reimbursement Amount”). COBRA Reimbursements reimbursements shall be made by the Company to the Executive Employee consistent with the Company’s normal expense reimbursement policy; , provided that the Executive Employee submits documentation to the Company substantiating his Employee’s payments for COBRA coverage. HoweverNotwithstanding the preceding, if the Company determines in its sole discretion that it cannot, not provide COBRA reimbursement benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provide any COBRA Reimbursements that otherwise would be due to the Executive under this Section 8(a)(iii), then the Company will, subject to will instead provide the provisions of Section 15(i), in lieu of any such COBRA Reimbursements, provide to the Executive a Employee nine (9) taxable monthly payment payments each in an amount equal to the monthly COBRA Reimbursement Amount, premium that the Employee would be required to pay to continue the Employee’s group health coverage in effect on the date of termination of employment (which payments amount will be made based on the premium for the first month of COBRA coverage), regardless of whether the Executive Employee elects COBRA continuation coverage (coverage, beginning on the “Alternative Payments”)Company’s first regular payroll date that occurs on or after the 60th day following the Separation Date and continuing monthly thereafter. Any Alternative Payments will cease to be provided whenNotwithstanding any of the foregoing, and under the same terms and conditions, COBRA Reimbursements would have ceased all reimbursements or payments under this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will paragraph shall be subject to all applicable taxes the timing and withholdings, if any. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 other provisions of the Public Health Service Act, the Executive will not receive such paymentsSurviving Sections.

COBRA Reimbursement. If the Executive is eligible for, and elects to receive, continued coverage for the Executive and, if applicable, the Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions of COBRA, the Company shall reimburse the Executive for a period of twelve (12) months following termination of the Executive’s employment (or, if less, for the period that the Executive is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company (the “COBRA Reimbursement” and such amount, the “COBRA Reimbursement Amount”). COBRA Reimbursements shall be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his the Executive’s payments for COBRA coverage. However, if the Company determines in its sole discretion that it cannot, without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provide any COBRA Reimbursements that otherwise would be due to the Executive under this Section 8(a)(iii), then the Company will, subject to the provisions of Section 15(i), in lieu of any such COBRA Reimbursements, provide to the Executive a taxable monthly payment in an amount equal to the COBRA Reimbursement Amount, which payments will be made regardless of whether the Executive elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject to all applicable taxes and withholdings, if any. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 of the Public Health Service Act, the Executive will not receive such payments.

COBRA Reimbursement. If Subject to Employee timely electing and paying for continuation coverage pursuant to the Executive is eligible forConsolidated Omnibus Budget Reconciliation Act of 1985, and elects to receiveas amended, continued coverage for or the Executive and, if California Continuation Benefits Replacement Act (as applicable, “COBRA”), within the Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions of time period prescribed pursuant to COBRA, the Company shall reimburse Employee for the Executive for a period of twelve (12) months following termination Company-paid portion of the Executivehealth benefits provided to Employee and Employee’s employment (or, if less, for the period that the Executive is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive is required to pay monthly to maintain such continued coverage covered dependents under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee plans in effect as of the Company Separation Date (such portion, the “Company-Paid Portion”) pursuant to COBRA Reimbursement” and (such amountreimbursements, the “COBRA Reimbursement AmountReimbursements”)) until the earliest of (i) twenty-four (24) months from the Separation Date, (ii) the date upon which Employee and/or Employee’s covered dependents become eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity, or (iii) the date upon which Employee and/or Employee’s covered dependents are no longer eligible for COBRA continuation coverage. COBRA Reimbursements shall be made by the Company to the Executive Employee consistent with the Company’s normal expense reimbursement policy; , provided that the Executive Employee submits documentation to the Company substantiating his Employee’s payments for COBRA coverage. HoweverNotwithstanding the preceding, if the Company determines in its sole discretion that it cannot, not provide the COBRA Reimbursements without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provide any COBRA Reimbursements that otherwise would be due to the Executive under this Section 8(a)(iii), then the Company will, subject to will instead provide the provisions of Section 15(i), in lieu of any such COBRA Reimbursements, provide to the Executive Employee a taxable monthly payment payment, payable on the last day of a given month (except as provided by Section 21), each in an amount equal to the COBRA Reimbursement AmountCompany-Paid Portion (less applicable withholdings), which payments will be made regardless of whether the Executive Employee elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject to all applicable taxes and withholdings, if any. Notwithstanding anything to commence in the contrary under this Agreement, if at any time month following the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 month of the Public Health Service Act, Separation Date and continue for the Executive will not receive such paymentsperiod of months indicated in this section.

COBRA Reimbursement. If the Executive is eligible for, timely and properly elects to receive, continued continuation coverage for the Executive and, if applicable, the Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for a period of twelve (12) months following termination of the monthly COBRA premium paid by Executive for Executive and Executive’s employment (or, if less, dependents. Any such reimbursement for the period prior to the Payment Date shall be paid to Executive in a lump sum on the Payment Date and any reimbursement for any month (or portion thereof) on and after the Payment Date shall be paid to Executive on the tenth (10th) day of the month immediately following the month in which Executive timely remits the premium payment and provides evidence of such payment to the Company. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the 18-month anniversary of the Termination Date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer (which date shall be promptly reported to the Company by Executive); provided, however, that the Executive is eligible for election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage) coverage shall remain Executive’s sole responsibility, and the Company shall not assume any obligation for the excess payment of (A) the amount that the any such premiums. In addition, if, following a Qualifying Termination, Executive is required to pay monthly to maintain such continued still receiving the continuation coverage under COBRA, over described in this paragraph on the date that is eighteen (B18) months after the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company Termination Date (the “COBRA Reimbursement” and such amountPayment Trigger Date”), then, within thirty (30) days after the COBRA Payment Trigger Date, the Company shall pay to Executive a lump sum cash payment equal to the lesser of (a) the applicable dollar amount under Section 402(g)(1)(B) of the Internal Revenue Code of 1986, as amended (the “COBRA Reimbursement AmountCode”), for the year in which the Termination Date occurs or (b) eighteen (18) times the premium paid by Executive for such coverage for the last month of the eighteen (18) month period during which Executive received the continuation coverage described in this paragraph. COBRA Reimbursements shall be made by Notwithstanding the Company to the Executive consistent with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his payments for COBRA coverage. Howeverforegoing, if the Company determines in its sole discretion that it cannot, without potentially violating applicable law (including, without limitation, Section 2716 provision of the Public Health Service Act)benefits described in this paragraph cannot be provided in the manner described above without penalty, provide tax or other adverse impact on the Company or any COBRA Reimbursements that otherwise would be due to other member of the Executive under this Section 8(a)(iii)Company Group, then the Company will, subject and Executive agree to the provisions of Section 15(i), in lieu of any such COBRA Reimbursements, provide to the Executive a taxable monthly payment in an amount equal to the COBRA Reimbursement Amount, which payments will be made regardless of whether the Executive elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under reform this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject ‎6.2(d) in a manner as is necessary to all applicable taxes and withholdings, if any. Notwithstanding anything to the contrary under this Agreement, if at any time avoid such adverse impact on the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 or any other member of the Public Health Service Act, the Executive will not receive such paymentsCompany Group.

COBRA Reimbursement. If the Executive is eligible for, timely and properly elects to receive, continued continuation coverage for the Executive and, if applicable, the Executive’s eligible dependents under the Company’s group health benefits plan(s) in accordance with the provisions Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for a period of twelve (12) months following termination of the Executive’s employment (or, if less, monthly COBRA premium paid by Executive for himself and his dependents. Any such reimbursement for the period prior to the Payment Date shall be paid to Executive in a lump sum on the Payment Date and any reimbursement for any month (or portion thereof) on and after the Payment Date shall be paid to Executive on the tenth (10th) day of the month immediately following the month in which Executive timely remits the premium payment and provides evidence of such payment to the Company. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen (18)-month anniversary of the Termination Date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer (which date shall be promptly reported to the Company by Executive); provided, however, that the Executive is eligible for election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage) coverage shall remain Executive’s sole responsibility, and the Company shall not assume any obligation for the excess payment of (A) the amount that the any such premiums. In addition, if, following a Qualifying Termination, Executive is required to pay monthly to maintain such continued still receiving the continuation coverage under COBRA, over described in this paragraph on the date that is eighteen (B18) months after the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company Termination Date (the “COBRA Reimbursement” and such amountPayment Trigger Date”), then, within thirty (30) days after the COBRA Payment Trigger Date, the Company shall pay to Executive a lump sum cash payment equal to the lesser of (a) the applicable dollar amount under Section 402(g)(1)(B) of the Internal Revenue Code of 1986, as amended (the “COBRA Reimbursement AmountCode”), for the year in which the Termination Date occurs or (b) six (6) times the premium paid by Executive for such coverage for the last month of the eighteen (18)-month period during which Executive received the continuation coverage described in this paragraph. COBRA Reimbursements shall be made by Notwithstanding the Company to the Executive consistent with the Company’s normal expense reimbursement policy; provided that the Executive submits documentation to the Company substantiating his payments for COBRA coverage. Howeverforegoing, if the Company determines in its sole discretion that it cannot, without potentially violating applicable law (including, without limitation, Section 2716 provision of the Public Health Service Act)benefits described in this paragraph cannot be provided in the manner described above without penalty, provide tax or other adverse impact on the Company or any COBRA Reimbursements that otherwise would be due to other member of the Executive under this Section 8(a)(iii)Company Group, then the Company will, subject and Executive agree to the provisions of Section 15(i), in lieu of any such COBRA Reimbursements, provide to the Executive a taxable monthly payment in an amount equal to the COBRA Reimbursement Amount, which payments will be made regardless of whether the Executive elects COBRA continuation coverage (the “Alternative Payments”). Any Alternative Payments will cease to be provided when, and under the same terms and conditions, COBRA Reimbursements would have ceased under reform this Section 8(a)(iii). For the avoidance of doubt, the Alternative Payments may be used for any purpose, including, but not limited to, continuation coverage under COBRA, and will be subject 6.2(d) in a manner as is necessary to all applicable taxes and withholdings, if any. Notwithstanding anything to the contrary under this Agreement, if at any time avoid such adverse impact on the Company determines in its sole, good faith discretion that it cannot provide the Alternative Payments contemplated by the preceding sentence without violating Section 2716 or any other member of the Public Health Service Act, the Executive will not receive such paymentsCompany Group.