Common use of COBRA Clause in Contracts

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company.

COBRA. Subject to The Company will comply with Section 6(g) below4980B of the Internal Revenue Code of 1986, if Employee’s employment is terminated during as amended (the Employment Period (i) by the Company without Cause pursuant to Section 5(b“Code”), (ii) by Part 6 of Title I of the Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Retirement Income Security Act of 19851974, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium PaymentERISA”), and the monthly employee contribution amount that active similarly situated employees regulations issued respectively there under (collectively, “COBRA”) with regard to making available COBRA continuation coverage as described by Section 4980B of the Code and Section 602 of ERISA (or any successor provisions thereto) to Union Retirees. The parties acknowledge that a COBRA qualifying event under Section 4980B(f) of the Code and Section 603 of ERISA will occur. The Company pay for will offer an opportunity to elect COBRA continuation coverage to eligible Union Retirees provided, however, that this subparagraph shall not apply if: (i) it is otherwise not required by, inconsistent with or contrary to applicable law, (ii) the same or similar coverage under such Company ceases to provide any group health plans plan to their employees, (such difference, the iii) a Union Retiree fails to pay a COBRA premium or (iv) a Union Retiree becomes covered under any other group health plan (hereinafter “Monthly Reimbursement AmountNew Coverage”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive Eligibility for coverage under a group health plan sponsored offered by another employer (and any such eligibility the USW Union Retiree VEBA shall be promptly reported to not, by itself, in the Company by Employee) and (z) the first anniversary absence of electing coverage under one of the Termination Dategroup health plans, constitute New Coverage. A Union Retiree who does not initially elect COBRA continuation coverage shall waive any right to COBRA continuation coverage at a later date; provided, however, that Employee acknowledges and agrees that (1) that, in the election of event a Union Retiree does not elect COBRA coverage as provided in this paragraph 7, nothing in this Agreement shall preclude a Union Retiree from electing COBRA continuation coverage in connection with any future COBRA qualifying event under the Code and the payment of ERISA. Nothing herein however, is intended nor should it be construed to limit, waive or augment any premiums due COBRA rights or benefits with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the CompanyUnion Retirees.

COBRA. (a) Subject to Section 6(g) belowthe terms of the L Brands to VS Transition Services Agreement and the VS to L Brands Transition Services Agreement, if Employee’s employment is terminated during the Employment Period as applicable: (i) by the Company without Cause L Brands Group shall administer the L Brands Group’s compliance with the health care continuation coverage requirements of COBRA and the corresponding provisions of the L Brands H&W Plans with respect to VS Participants who incur a COBRA “qualifying event” occurring before the Distribution Date (or, in the case of any Delayed VS Transfer Employee, the applicable Delayed Transfer Date); provided, that, for the avoidance of doubt, any Liabilities related thereto shall constitute L Brands Retained Employee Liabilities. VS shall be solely responsible for all Liabilities incurred pursuant to Section 5(bCOBRA and for administering, at VS’ expense, compliance with the health care continuation coverage requirements of COBRA and the corresponding provisions of the VS H&W Plans with respect to VS Participants who incur a COBRA “qualifying event” that occurs at any time on or after the Distribution Date (or, in the case of Delayed VS Transfer Employees, the applicable Delayed Transfer Date), ; and (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employeethe VS Group shall administer the VS Group’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects compliance with the health care continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act requirements of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), COBRA and the monthly employee contribution amount that active similarly situated employees corresponding provisions of the Company pay for VS H&W Plans with respect to Delayed LB Transfer Employees who incur a COBRA “qualifying event” occurring before the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination applicable Delayed Transfer Date; provided, howeverthat, that for the avoidance of doubt, any Liabilities related thereto shall constitute VS Assumed Employee acknowledges Liabilities. L Brands shall be solely responsible for all Liabilities incurred pursuant to COBRA and agrees that (1) for administering, at L Brands’ expense, compliance with the election health care continuation coverage requirements of COBRA continuation coverage and the payment corresponding provisions of any premiums due the L Brands H&W Plans with respect to such Delayed LB Transfer Employees who incur a COBRA continuation coverage “qualifying event” that occurs at any time on or after the applicable Delayed Transfer Date. (b) The Parties intend and agree that neither the Distribution, nor any assignment or transfer of the employment or services of any employee or individual independent contractor prior to the Distribution Date as contemplated under this Agreement, shall remain Employee’s sole responsibilityconstitute a COBRA “qualifying event” for any purpose of COBRA, and the Company Parties shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate cooperate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit give effect to Employee without such adverse impact on the Companyintent.

COBRA. Subject to Sellers acknowledge and agree that the “Selling Group” (as such term is defined in Section 6(g54.4980B-9, Q&A-3 of the Treasury Regulations) belowshall be solely liable, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b)and that neither Buyer shall have any obligation or liability, (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects providing continuation coverage under and complying with COBRA with respect to any individual who prior to the Company’s Closing was covered under any Benefit Plan that constitutes a group health plans pursuant plan contributed to or maintained by any member of the Consolidated Omnibus Reconciliation Act Selling Group and who will be an “M&A Qualified Beneficiary” (as such phrase is defined in Section 54.4980B- 9, Q&A-4 of 1985, as amended (“COBRA”), the Company shall reimburse Treasury Regulations) in connection with the transactions contemplated by this Agreement and who is not a Buyer Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any or dependent thereof (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement AmountSeller COBRA Beneficiaries”). Each such reimbursement payment Seller agrees to cause the Selling Group to provide continuing health benefit coverage as required under COBRA (“COBRA Coverage”) to all Station Operation Employees and Non-Operation Support Employees, other than Buyer Employees, who are M&A Qualified Beneficiaries with respect to the transactions contemplated in this Agreement. Buyers acknowledge and agree that Buyers shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee solely liable, and that neither Seller nor any of their Affiliates shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA have any obligation or liability, for providing continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer and complying with COBRA with respect to any Buyer Employee (and or any such eligibility shall be promptly reported dependent thereof who is not an M&A Qualified Beneficiary prior to the Company by EmployeeClosing) whose “qualifying event” (as defined under COBRA) occurs after the Closing. If Sellers’ obligation to provide COBRA Coverage to the Seller COBRA Beneficiaries shifts to either Buyer pursuant to Treasury Regulation Section 54.4980B-9, Q&A-8(c), then, notwithstanding any other provision of this Agreement to the contrary, Sellers shall reimburse such Buyer for any and all documented costs and expenses that such Buyer reasonably incurs in providing COBRA Coverage to Seller COBRA Beneficiaries (z) including, but not limited to, claims, administrative costs, fees and insurance premiums); provided that in no event will Sellers have any Liability to Buyers with respect to any costs or expenses incurred in providing COBRA Coverage to any Buyer Employee (or any dependent thereof who is not an M&A Qualified Beneficiary prior to the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due Closing). Buyers shall invoice Sellers monthly with respect to such COBRA continuation coverage shall remain Employee’s sole responsibilitycosts and expenses, together with documentation showing such costs and expenses have been incurred, and the Company Sellers shall assume no obligation for be obligated to make full payment of any each such premiums relating to such COBRA continuation coverage, invoice within thirty (230) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 Business Days of the Patient Protection and Affordable Care Act date of 2010 such invoice. If Sellers dispute the amount of any invoice described in this Section 6.4(f), the manner of its computation, or the underlying data on which the invoice was based, they shall notify Buyers and, for a period of thirty (30) Business Days thereafter, Buyers shall make available all documentation necessary for Sellers to review the invoice, the computation and the related regulations data. If, upon completion of their review, Sellers and guidance promulgated thereunder (collectively, Buyers are not in agreement upon the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 amount of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Companyinvoice, then the Company matter shall be referred to a firm of certified public accountants selected by mutual agreement of Sellers and Buyers, which firm shall make a final binding decision as to the correct amount of the invoice. If Sellers fail to timely pay any amounts of any undisputed invoices, Sellers shall also be obligated to pay interest with respect to the unpaid amounts at the rate of five percent (5%) per annum. For the avoidance of doubt, nothing in this Section 6.4(f) shall relieve any Party of any obligation or liability such Party may have under applicable Law for providing continuation coverage under and complying with COBRA with respect to any Buyer Employee (or any dependent thereof who is not an M&A Qualified Beneficiary prior to the Closing) nor shall negotiate in good faith it require any Party to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without be responsible for any such adverse impact on the Companyobligation or liability of any other Party.

COBRA. Subject to Section 6(g) belowAn eligible Employee's existing coverage under the Company's group health plan (and, if applicable, the existing group health coverage for eligible dependents) will end on the last day of the month in which the eligible Employee’s 's employment is terminated during the Employment Period (i) by the Company without Cause pursuant terminates. The eligible Employee and her eligible dependents may then be eligible to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects elect temporary continuation coverage under the Company’s 's group health plans pursuant to plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"). The eligible Employee (and, if applicable, her eligible dependents) will be provided with a COBRA election form and notice which describe her rights to continuation coverage under COBRA. If an eligible Employee elects COBRA continuation coverage, then the Company will pay for COBRA coverage (such payments shall not include COBRA coverage with respect to the Company's Section 125 health care reimbursement plan) for the Severance Period. After such period of Company-paid coverage, the eligible employee (and, if applicable, her eligible dependents) may continue COBRA coverage at her own expense in accordance with COBRA. No provision of this agreement will affect the continuation coverage rules under COBRA. Therefore, the period during which the eligible employee must elect to continue the Company's group health plan coverage under COBRA, the length of time during which COBRA coverage will be made available to the eligible employee, and all the eligible employee's other rights and obligations under COBRA will be applied in the same manner that such rules would apply in the absence of this Plan. In the event, however, an Employee becomes eligible for benefits under another plan prior to the expiration of the period in which the Company is paying benefit premiums, the Company shall reimburse no longer be obligated to pay such benefit premiums. The Employee for the difference between the monthly amount Employee pays is required to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of notify the Company pay of eligibility for benefits under another plan and is expected to enroll in the same or similar coverage under such new group health plans (such differenceplan at the first eligible opportunity unless Employee chooses, at Employee's sole expense, to continue COBRA benefits through the Company. If the Employee fails to notify the Company of Employee's eligibility for alternative benefits, the “Monthly Reimbursement Amount”). Each such reimbursement Company shall have the right to discontinue payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and premiums upon thirty (30) days notice to Employee. In no event shall a cash payment be made to eligible employees in lieu of the payment of any COBRA premiums. The payment of COBRA premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and by the Company shall assume no obligation for payment of any such premiums relating to such not extend the maximum eligible COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Companycoverage period.

COBRA. Subject As an additional severance benefit under this Agreement, provided that you satisfy the Severance Preconditions set forth above and timely elect continued coverage under COBRA, the Company shall (at its discretion) directly pay or reimburse you for the COBRA premiums to Section 6(g) belowcontinue your health insurance coverage (including coverage for eligible dependents, if Employee’s employment is terminated during applicable) through the Employment Period period (the “COBRA Premium Period”) starting on the Separation Date and ending on the earliest to occur of: (i) by the Company without Cause pursuant to Section 5(b), date that is eighteen (18) months following the Separation Date; (ii) by Employee the date you become eligible for Good Reason pursuant to Section 5(c) group health insurance coverage through a new employer; or (iii) due the date you cease to Employee’s death or Disability pursuant be eligible for COBRA coverage for any reason. If the Company elects to Section 5(d)reimburse you, then if Employee you must timely pay your premiums, and properly elects continuation coverage under then provide documentation to the Company, to obtain reimbursement for your COBRA premiums under this paragraph. In the event you become covered under another employer’s group health plans pursuant plan or otherwise cease to be eligible for COBRA during the Consolidated Omnibus Reconciliation Act COBRA Premium Period, you must immediately notify the Company in writing. Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA Severance without potentially violating applicable law (including, without limitation, Section 2716 of 1985, as amended (“COBRA”)the Public Health Service Act) or if it otherwise determines to provide cash severance instead of paying COBRA Premiums, the Company can in lieu thereof provide to you a taxable cash payment (monthly or in other installments as determined by the Company) in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of your termination (which amount shall reimburse Employee be based on the premium for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”first month of COBRA coverage), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment which payments shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until end no later than the earlier of: of (x) the date Employee is no longer eligible to receive COBRA continuation coverage, upon which you obtain other coverage or (y) the date on last day of the eighteenth (18th) calendar month following your Separation from Service date, and which Employee becomes such payments you may, but are not obligated to, use for medical expenses. If you become eligible to receive for health insurance coverage under a another employer’s group health plan sponsored by another employer (and any such eligibility shall or through self-employment, or if you otherwise cease to be promptly reported to eligible for COBRA coverage, you must immediately notify the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibilityCompany, and the Company shall assume no Company’s obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee COBRA premiums shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Companycease.

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of eighteen months following the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company.

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), ) or (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first eighteen month anniversary of the Termination Date (and if such termination occurs during the Protection Period the eighteen month anniversary of the Termination Date); provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company.

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects electing continuation coverage under the Company’s group health plans pursuant to Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), CoaLogix shall subsidize Employee and his eligible dependent’s COBRA premiums so that Employee pays the Company same premium as an active employee of the Companies for a period equal to the lesser of (A) eighteen months following the Employee’s Termination Date or (B) the period of time immediately preceding the date upon which Employee becomes covered under the group health plans of another employer with comparable group health benefits and levels of coverage, provided that if Employee has not become covered under the group health plans of another employer with comparable group health benefits and levels of coverage at the end of such eighteen month period, CoaLogix shall reimburse continue to pay the employer premium portion of CoaLogix’s group health plan, if permissible, and, if not permissible, shall pay such amount directly to Employee for the difference between lesser of (A) six months following the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse Termination Date or (B) the period of time immediately preceding the date upon which Employee becomes covered under the group health plans of another employer with comparable group health benefits and eligible dependentslevels of coverage. Provided, if however, for purposes of this Section 5(a) only and notwithstanding the above provisions of Section 5(a) to the contrary, in the event any action, event or occurrence described in Section 9(f) (the definition of “Monthly Premium PaymentInvoluntary Termination”)) is caused by either Acorn or CoaLogix, but not both, and the monthly employee contribution amount that active similarly situated employees other one of Acorn or CoaLogix which did not cause such action, event or occurrence offers in writing to Employee within three days of the Company date of such action, event or occurrence to (i) employ Employee on a full-time basis and assume full responsibility for (and to pay for and provide to Employee) 100% of all of Employee’s aggregate compensation (including Base Salary and Target Bonus) and benefits described in this Agreement and (ii) assume all of the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid obligations of both Acorn and CoaLogix to Employee on the Company’s first regularly scheduled pay date set forth in the month immediately following the month this Agreement, then such action, event or occurrence shall not be an Involuntary Termination for purposes of only that particular such action, event or occurrence, and in which Employee timely remits the Monthly Premium Payment. such instance (and in such instance only) Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided entitled to Employee without subjecting the Company to sanctions imposed pursuant to severance benefits described above in this Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company5(a).

COBRA. Subject You may be able to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage continue your health benefits under the Company’s group health plans plan, at your own expense, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). You will receive additional information regarding COBRA under separate cover. In further consideration for your signing and not revoking this Agreement, in the event that you timely elect COBRA continuation coverage by completing and returning the applicable COBRA election notice that has been or will be provided following the Last Day of Employment, the Company shall reimburse Employee will pay the same portion of premiums for the difference between the monthly amount Employee pays to effect and continue such coverage that it pays for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly similarly-situated employees of the Company pay for the same level of group medical coverage, as in effect as of the Last Day of Employment, for the period from the Last Day of Employment through the earliest of: (i) eighteen (18) months after the Last Day of Employment; (ii) the date you become eligible for group medical care coverage through other employment; or similar (iii) the end of your eligibility under COBRA for continuation coverage under for medical care. No COBRA payment will be made or be payable directly to you. You agree to notify the Company promptly if you become eligible for group medical care coverage through another employer. You also agree to respond promptly and fully to any reasonable written requests for information (email to suffice) by the Company concerning his eligibility for such group health plans (such differencecoverage. Notwithstanding the foregoing, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on if the Company’s first regularly scheduled pay date in making COBRA premium payments under this section of this Agreement would violate the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible nondiscrimination rules applicable to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage non-grandfathered plans under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 2010, as amended or replaced (the “Affordable Care Act”), or result in the imposition of penalties under the Affordable Care Act (or any similar statute) and the related regulations and guidance promulgated thereunder (collectivelythereunder, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided parties agree to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 reform this section of the PPACA or otherwise causing offer in a manner as is necessary to comply with the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the CompanyAffordable Care Act.

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects electing continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) and further subject to Section 29, the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect will receive Company-paid group health, dental and continue such vision coverage for Employee and any of Employee’s spouse and eligible dependents, if any as applicable (the “Monthly Premium PaymentCOBRA Severance”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments Effective Date until the earlier earliest of: (xA) six (6) months following the date Employee is no longer eligible to receive COBRA continuation coverageTermination Date, (yB) the date on which Employee becomes and Employee’s eligible to receive coverage dependents (as applicable) become covered under a group health plan sponsored by another employer similar plans, or (C) the expiration of Employee’s (and any of Employee’s eligible dependents’, as applicable) eligibility for continuation coverage under COBRA. If the Company determines in its sole discretion that it cannot provide the COBRA Severance without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of such eligibility shall be promptly reported COBRA Severance, subject to any delay required by Section 5(e) below, the Company will provide to Employee a taxable monthly payment payable on the last day of a given month (except as provided by the immediately following sentence), in an amount equal to the Company by monthly COBRA premium that Employee would be required to pay to continue Employee’s group health coverage in effect on the Termination Date (which amount will be based on the premium rates applicable for the first month of COBRA Severance for Employee and any eligible dependents of Employee) and (z) the first anniversary each, a “COBRA Replacement Payment”), which COBRA Replacement Payments will be made regardless of the Termination Date; provided, however, that whether Employee acknowledges and agrees that (1) the election of elects COBRA continuation coverage and will end on the payment earlier of (i) the date upon which Employee obtains other employment, or (ii) the date the Company has paid an amount totaling the number of COBRA Replacement Payments equal to the number of months in the applicable COBRA Severance period set forth in this Section 1(b). For the avoidance of doubt, the COBRA Replacement Payments may be used for any premiums due with respect purpose, including, but not limited to such COBRA continuation coverage shall remain Employee’s sole responsibilityunder COBRA, and will be subject to any applicable withholdings. Notwithstanding anything to the contrary under this Agreement, if the Company shall assume no obligation for payment of determines in its sole discretion at any such premiums relating to such time that it cannot provide the COBRA continuation coverageReplacement Payments without violating applicable law (including, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to without limitation, Section 2716 of the Patient Protection and Affordable Care Act of 2010 and Public Health Service Act), Employee will not receive the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA COBRA Replacement Payments or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Companyany further COBRA Severance.

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during During the Employment Period period commencing on the Separation Date and ending on the earlier of (i) by the 12-month anniversary of the Separation Date and (ii) the date on which Executive becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility Executive hereby agrees to give prompt notice to the Company) (in any case, the “COBRA Period”), the Company will directly pay or, at its election, reimburse Executive, with respect to each month during the COBRA Period, the monthly premium for continued healthcare coverage for Executive (including Executive’s spouse and any eligible dependents) that is no more favorable than the coverage under the Company’s group health plans as of immediately prior to the Separation Date; provided, that in no event shall such amount exceed the cost actually paid by Executive for such continued healthcare coverage. Notwithstanding the foregoing, if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover Executive under its group health plans without Cause incurring penalties (including without limitation, pursuant to Section 5(b2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, each remaining premium payment under this Section 1(d) shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (ii) by Employee or the remaining portion thereof). To be eligible for Good Reason pursuant this benefit, Executive shall be required to Section 5(c) or (iii) due make a valid and timely election to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation continue healthcare coverage under the Company’s group health plans pursuant to Section 4980B of the Consolidated Omnibus Reconciliation Act Internal Revenue Code of 19851986, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans regulations thereunder (such differencei.e., the “Monthly Reimbursement Amount”by electing COBRA). Each such reimbursement payment In addition, Executive shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected provide complete and accurate documentation evidencing Executive’s actual premium payments for continued healthcare coverage in order to subject receive reimbursement from the Company to sanctions imposed pursuant to this Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company1(d).

COBRA. Subject Except as otherwise provided in Schedule 9.16(b), no person is currently covered under any SELLER's health plan as a result of an election under the Consolidated Omnibus Budget Reconciliation Act, as amended, and the Tax Reform Act of 1986 ("COBRA"). BUYER agrees to Section 6(g) below, if Employee’s employment is terminated during offer group health plan coverage in a manner that will satisfy SELLERS' obligation to offer COBRA coverage with respect to the Employment Period following persons: (i) by those persons whose employment with a SELLER has terminated prior to the Company without Cause pursuant to Section 5(b)date hereof and who have elected COBRA coverage under any SELLER's health plan after the date hereof, and (ii) by Employee for Good Reason pursuant any person whose employment with a SELLER has terminated after the date hereof and prior to Section 5(cthe Closing Date (including those that did not accept BUYER's offer of employment) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation who has elected COBRA coverage under the Company’s group any SELLER's health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Dateplan; provided, however, the foregoing agreement of BUYER shall not apply to any of the Shareholders or their family members. Any person included within the above clauses (i) or (ii) and that Employee acknowledges and agrees that (1) the election accepts such offer of COBRA continuation coverage and by BUYER is referred to herein as a "Covered Person." In the payment event that, in any plan year of any premiums due with respect BUYER's group health plan, a Covered Person shall incur medical costs that are reimbursed or paid for under BUYER's group health plan in excess of Two Thousand Five Hundred Dollars ($2,500), then SELLERS agree to pay to BUYER the amount by which such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment medical costs exceed such amount up to a maximum liability of SELLERS to BUYER in any such premiums relating plan year for any such person of Twenty-Seven Thousand Five Hundred Dollars ($27,500), provided that SELLERS shall not be obligated to reimburse BUYER for expenses incurred by any such individual after BUYER reaches the aggregate attachment point for BUYER's plan year in question. Notwithstanding the foregoing, SELLERS shall be responsible for all COBRA continuation coverage, (2) obligations of those individuals listed in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”Schedule 9.16(b) and (3) if payment of a Monthly Reimbursement Amount cannot be provided SELLERS shall purchase at their own expense an insurance policy to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without cover such adverse impact on the Companylisted individuals.

COBRA. Subject Provided you are eligible and timely elect to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation continue your healthcare coverage under the Company’s group health plans pursuant to your rights under the Consolidated Omnibus Reconciliation Budget reconciliation Act of 1985, as amended (“COBRA”), Employer shall pay the Company shall reimburse Employee for the difference between the monthly amount Employee pays costs you incur to effect and continue obtain such continued coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium PaymentCoverage Costs”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments ) until the earlier of: (xA) the end of three (3) month’s period measured from your COBRA eligibility date, or (B) the date Employee is no longer you become eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a for group health plan sponsored by coverage with another employer (and any the “Coverage Period”). All such eligibility shall be promptly reported to the Company insurance premiums or other coverage costs payable by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall be paid by the Company be required within thirty (30) days after the due date You acknowledge and agree that the Separation Pay is not otherwise due or owing to pay a Monthly Reimbursement Amount if such payment could reasonably be expected you under any employment agreement (oral or written) or Employer policy or practice. You also agree that the Separation Pay to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting you is not intended to and does not constitute a severance plan and does not confer a benefit on anyone other than the Company parties. You further acknowledge that there are no other wages or monies due or owed to sanctions imposed pursuant you by Employer, except as provided in Exhibit B. You further acknowledge and agree that you have (i) reported to Section 2716 Employer any and all work-related injuries or occupational disease incurred by you during your employment by Employer; (ii) been properly provided any leave requested under the Family and Medical Leave Act or similar state local laws and have not been subjected to any improper treatment, conduct or actions due to a request for or taking such leave; (iii) had the opportunity to provide Employer with written notice of the PPACA any and all concerns regarding suspected ethical and compliance issues or otherwise causing the Company to incur a penalty, tax or other adverse impact violations on the Companypart of Employer or any other released person or entity; (iv) been properly and fully paid for all hours worked; and (v) no claim for sexual assault; sexual harassment; or unlawful workplace harassment or discrimination, then the Company and Employee shall negotiate failure Worldwide Headquarters 0000 Xxxxxx Xxxxxx Parkway, Suite 500, Las Vegas, NV 89169 USA Phone: +0 000.000.0000 Toll-Free: + 0 000.000.0000 Fax: +0 000.000.0000 xxxxxxxxxxxx.xxx to prevent an act of workplace harassment or discrimination, or act of retaliation against a person for reporting or opposing harassment or discrimination whether or not filed in good faith to determine court, before an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Companyadministrative action, or through an internal complaint process against Employer or any released party.

COBRA. Subject The parties acknowledge that Employee has been provided with health benefits through the Company’s health plan(s) covering eligible active employees and their eligible dependents and that such health benefits continue through February 29, 2004. The parties further acknowledge and agree that, following his separation from the Company, Employee is entitled to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects purchase continuation coverage under the Company’s group health plans pursuant planpursuant to the provisions of the Consolidated Omnibus Reconciliation Act of 1985Budget Xxxxxxxxxxxxxx Xxx, as amended 00 X.X.X. §0000, et seq. (“COBRACOBRA Continuation Coverage”)) for himself and his dependents, if such dependents were previously covered by the plan. Consistent with its obligations under the law, the Company shall reimburse will provide Employee for with notice of his right to elect COBRA Continuation Coverage due to his resignation from employment and the difference between the monthly amount Employee pays to effect and continue terms of such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement AmountNotice”). Each such reimbursement payment Provided that Employee completes and timely returns all necessary COBRA Continuation Coverage election materials and complies with all terms and regulations pertaining to COBRA, the Company agrees to pay directly to the provider the premiums for Employee’s and, as applicable, his dependents’ COBRA Continuation Coverage for the period from March 1, 2004 through February 28, 2005 for coverage at the same level in which Employee and, as applicable, his dependents were enrolled as of the Separation Date. For purposes of this Agreement, the amounts paid for COBRA Continuation Coverage for Employee and, as applicable, his dependents shall be paid referred to as the “COBRA Payments.” In the event and on the date that Employee’s right to COBRA Continuation Coverage terminates prior to February 28, 2005 for any reason, including because Employee on becomes covered under another group health plan without any preexisting condition limitations or exclusions, the Company’s first regularly scheduled obligation to pay date in the month immediately following the month in which Employee timely remits the Monthly Premium PaymentEmployee’s premiums for COBRA Continuation Coverage shall also cease. Employee shall be eligible agrees to receive such reimbursement payments until immediately notify the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage Company if Employeebecomes covered under a another group health plan sponsored by another employer (and any such eligibility shall be promptly reported prior to the Company by Employee) and (z) the first anniversary of the Termination Date; providedFebruary 28, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company2005.

COBRA. Subject The Company and its Plans shall offer or continue to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects offer continuation coverage and to provide the rights and notices required under the Company’s group health plans pursuant Code Section 4980B(f) and ERISA Sections 601 to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the 608 with respect to any Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive their covered dependents who lose or lost coverage under a group health plan sponsored of AE or the Company, including “M&A qualified beneficiaries” (as defined in Treasury Regulations Section 4980B-9) who lose such coverage in connection with this Agreement and to employees of Amsec Loss Control or their covered dependents who lose or lost coverage under a group health plan of Amsec Loss Control or AE on or prior to the Closing Date, provided that AE (i) provides to Purchaser on or before Closing (A) a list of Company employees and Amsec Loss Control employees and their covered dependents who have lost coverage under a group health plan of AE, Amsec Loss Control or the Company within eighteen (18) months before the date of this Agreement as the result of a “qualifying event” under Code Section 4980B(f)(3)(B) or thirty-six (36) months prior thereto in the case of any other “qualifying events” under Code Section 4980B(f)(3), and who lose such coverage through Closing, (B) a copy of the respective notices provided them, and (C) a list of those who elected such continuation coverage, the dates of such continuation coverage and those enrolled in continuation coverage at Closing, (ii) provides to Purchaser within five (5) business days of receipt any elections of continuation coverage received by another employer AE with respect to former Company employees and Amsec Loss Control employees and/or their covered dependents on or after Closing and (and iii) with respect to any such eligibility shall be promptly reported to Amsec Loss Control employees and their covered dependents, arranges with the insurer under the respective insurance contracts which remain or become insurance contracts of the Company by Employeeunder Section 6.10(a) and (z) for the first anniversary insurer to agree to provide such continuation coverage. The Company shall not be required to pay any part of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election premium or cost of COBRA continuation coverage and the payment of any premiums due with respect to elected by such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the CompanyAmsec Loss Control or AE employees, their covered dependents or any “M&A qualified beneficiaries.”

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects electing continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) and further subject to Section 27, the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect will receive Company-paid group health, dental and continue such vision coverage for Employee and any of Employee’s spouse and eligible dependents, if any as applicable (the “Monthly Premium PaymentCOBRA Severance”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments Effective Date until the earlier earliest of: (xA) six (6) months following the date Employee is no longer eligible to receive COBRA continuation coverageTermination Date, (yB) the date on which Employee becomes and Employee’s eligible to receive coverage dependents (as applicable) become covered under a group health plan sponsored by another employer similar plans, or (C) the expiration of Employee’s (and any of Employee’s eligible dependents’, as applicable) eligibility for continuation coverage under COBRA. If the Company determines in its sole discretion that it cannot provide the COBRA Severance without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of such eligibility shall be promptly reported COBRA Severance, subject to any delay required by Section 5(e) below, the Company will provide to Employee a taxable monthly payment payable on the last day of a given month (except as provided by the immediately following sentence), in an amount equal to the Company by monthly COBRA premium that Employee would be required to pay to continue Employee’s group health coverage in effect on the Termination Date (which amount will be based on the premium rates applicable for the first month of COBRA Severance for Employee and any eligible dependents of Employee) and (z) the first anniversary each, a “COBRA Replacement Payment”), which COBRA Replacement Payments will be made regardless of the Termination Date; provided, however, that whether Employee acknowledges and agrees that (1) the election of elects COBRA continuation coverage and will end on the payment earlier of (i) the date upon which Employee obtains other employment, or (ii) the date the Company has paid an amount totaling the number of COBRA Replacement Payments equal to the number of months in the applicable COBRA Severance period set forth in this Section 1(b). For the avoidance of doubt, the COBRA Replacement Payments may be used for any premiums due with respect purpose, including, but not limited to such COBRA continuation coverage shall remain Employee’s sole responsibilityunder COBRA, and will be subject to any applicable withholdings. Exhibit 10.1 Notwithstanding anything to the contrary under this Agreement, if the Company shall assume no obligation for payment of determines in its sole discretion at any such premiums relating to such time that it cannot provide the COBRA continuation coverageReplacement Payments without violating applicable law (including, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to without limitation, Section 2716 of the Patient Protection and Affordable Care Act of 2010 and Public Health Service Act), Employee will not receive the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA COBRA Replacement Payments or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Companyany further COBRA Severance.

COBRA. Subject Seller shall timely provide all notices and any continuation of health benefit coverage (including but not limited to medical and dental coverage) required to be provided to any Scotx Xxxn Covered Interstate Person, under Part 6 of Subtitle B of Title 1 of ERISA or Section 6(g4980B(f) belowof the Code ("COBRA") to the extent such notices and continuation of health benefit coverage are required to be provided by reason of the transactions contemplated by this Agreement, if Employee’s employment is terminated during or any "qualifying event" (within the Employment Period (imeaning of ERISA Section 603 and Code Section 4980B(f)(3)) of any Scotx Xxxn Covered Interstate Person occurring on the Closing Date, and shall provide any health benefit coverage required by COBRA as a result thereof. To the extent any claims are incurred relative to any Scotx Xxxfare Plan or Scotx Xxxfare Arrangement due to the failure of the Seller to provide the notices or continuation coverage required by this paragraph or COBRA, such claims shall be paid by Seller, or the Scotx Xxxfare Plan or Scotx Xxxfare Arrangement, as appropriate. Buyer hereby agrees that the Company will offer, to the Interstate Employees and their dependents who are covered under any Scotx Xxxfare Plan or Scotx Xxxfare Arrangement on the Closing Date, coverage under any and all health benefit plans maintained by the Company without Cause commencing on the day after the Closing Date (or following the postponement of cessation of coverage pursuant to Section 5(b)5.6(o) hereof) on the same terms and conditions including the same level of employee contributions as coverage under such plans is available to other Interstate Employees and their dependents without any "preexisting condition" or "actively at work" requirement which would cause any of such Interstate Employees or their covered dependents or any existing medical condition of such Interstate Employees or their covered dependents to be excluded from coverage under any such health benefit plans maintained by the Company. Buyer hereby agrees that neither it, (ii) by Employee for Good Reason pursuant the Company, nor any employee or officer of either of them, directly or indirectly, shall offer any inducement of any kind to Section 5(c) such Interstate Employees or (iii) due their covered dependents to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation elect COBRA coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the CompanyScotx Xxxfare Plan.

COBRA. Subject Buyer will not provide, nor be responsible for, any COBRA benefits to Section 6(gany current or former employee (or any beneficiary thereof) below, if Employeeof Seller or any ERISA Affiliate with respect to Seller’s employment is terminated of any such Person on or prior to the Closing Date. Neither Seller nor any ERISA Affiliate will terminate its group health plan during the Employment Period first eighteen months following the Closing Date. It is the intent of the parties that any such termination after such eighteen month period will not be deemed to be a termination in connection with the transactions contemplated by this Agreement. If and to the extent that Buyer is a successor employer under Treasury Regulation Section 54.4980B-9, Q&A-8, Seller and/or its ERISA Affiliates will make COBRA coverage available to “M&A Qualified Beneficiaries” (ias defined in Treasury Regulation Section 54.4980B-9, Q&A-4) with respect to the transactions contemplated by this Agreement. If Seller ceases to maintain a group health plan, and Seller’s obligation to provide COBRA Coverage to M&A Qualified Beneficiaries shifts to Buyer as a result of IRS Regulation Section 54.4980B-9, Q&A-8, then, notwithstanding any other provision of this Agreement to the Company without Cause pursuant to Section 5(b)contrary, Seller shall reimburse Buyer for any and all expenses incurred by Buyer in excess of the premiums collected by Buyer from M&A Qualified Beneficiaries and any actual reinsurance recoveries (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d)including, then if Employee timely and properly elects continuation coverage but not limited to, claims incurred under the CompanyBuyer’s group health plans pursuant plan, administrative fees, reinsurance premiums, etc.) in providing COBRA Coverage to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company such M&A Qualified Beneficiaries. Buyer shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due invoice Seller weekly with respect to such COBRA continuation coverage expenses and Seller shall remain Employee’s sole responsibility, and the Company shall assume no obligation for be obligated to make full payment of any each such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 invoice within five business days of the Patient Protection date of such invoice and, if Seller should fail to timely pay, Seller shall also be obligated to provide interest with respect to the unpaid amounts at the rate of ten percent (10%) per annum. Seller shall be responsible for the costs and Affordable Care Act consequences associated with the termination of 2010 any employee of Seller who does not become a Hired Employee for any reason, including, but not limited to, providing COBRA notices and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Companycoverage.

COBRA. Subject to Section 6(g) belowFollowing the Separation Date, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, ; (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) ); and (z) one year after the first anniversary of the Termination Separation Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such ​ ​ premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company.

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and , if Employee’s spouse and eligible dependents are on Company’s healthcare plan, Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company.