Common use of Continuation of Medical Benefits Clause in Contracts

Continuation of Medical Benefits. The Company may satisfy its obligations under Section 3(a)(iv) or Section 4(a)(iv), as applicable, in one or more of the following manners, as determined by the Company in its discretion: (1) by continuing the Executive’s coverage under the Company’s group health plans on the same terms and conditions as active employees of the Company, with the balance of any applicable premiums, as determined by the Company, being paid by the Company with income applicable to such premiums imputed to the Executive, or (2) during the period of time that the Executive would, but for the continued coverage provided pursuant to Section 3(a)(iv) or Section 4(a)(iv), as applicable, be entitled to continued group health plan coverage pursuant to COBRA, if the Executive elected such coverage and paid the applicable premiums (the “COBRA Continuation Period”), by reimbursing the Executive on a monthly basis for the cost of COBRA continuation coverage in excess of the premium amount paid by active employees of the Company for group health plan coverage, or (3) following the COBRA Continuation Period, to the extent the Executive is still entitled to continued coverage pursuant to Section 3(a)(iv) or Section 4(a)(iv), as applicable, the coverage to be continued shall be self-funded by the Company, shall be provided in the form of an individual insurance policy obtained by the Company for the Executive, or shall be provided in the form of monthly reimbursement by the Company to the Executive for the cost of obtaining such coverage (but only to the extent such cost exceeds the premium amount paid by active employees of the Company for group health plan coverage), such method under this subclause (3) to be determined by the Company in its discretion and to be provided in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv)(A), including but not limited to the requirements that (x) the benefits or reimbursements provided be determined by reference to the objective and nondiscretionary criteria set forth in the applicable group health plans, (y) the benefits or reimbursements provided during one taxable year of the Executive not affect the benefits or reimbursements to be provided in any other taxable year (provided, that a limit imposed on the amount of benefits or reimbursements that may be provided over some or all of the continuation period described in Section 3(a)(iv) or Section 4(a)(iv), as applicable, shall not in and of itself cause the arrangement described herein to fail to satisfy the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv)), and (z) the right to receive benefits or reimbursements not be subject to liquidation or exchange for another benefit. If the Executive experiences a Termination Event during the six (6) month period ending on a Change of Control and it is ultimately determined that such termination was in anticipation of such Change of Control such that the Executive is entitled to benefits under Section 4 of this Agreement, the Company shall reimburse the Executive for any COBRA premiums incurred by the Executive prior to such determination to the extent such premiums are in excess of the premium amount paid by active employees in the Company’s group health plans, such reimbursement to be provided within sixty (60) days of the Change of Control, with the remainder of any continued coverage to which the Executive is entitled under Section 4(a)(iv) to be provided in accordance with the provisions of Section 4(a)(iv). The health care continuation coverage period under COBRA or any replacement or successor provision of applicable law, shall run concurrently with the period during which the Executive continues to receive benefits pursuant to Section 4(a)(iv).

Continuation of Medical Benefits. The Company may satisfy its obligations under In the event of a termination of Executive’s employment described in Section 3(a)(iv7(a), (b) or Section 4(a)(iv(c), as applicable, in one or more of the following manners, as determined by the Company in its discretion: (1) by continuing the Executive’s coverage shall arrange to provide Executive and his spouse and eligible dependents who were covered under the Company’s group health plans plan on the same terms Termination Date and conditions who in the case of eligible dependents continue to be eligible dependents, group health plan coverage for a period following the Termination Date (except as active employees provided below) until the Executive reaches age 65, or in the case of a termination described in Section 7(a), until the Executive’s spouse reaches age 65, which coverage is substantially similar to that provided to executive officers of the Company during such period and at a cost to Executive, or to his spouse if the Executive is deceased, as if the Executive had remained an executive officer of the Company during such period. Executive shall pay the full cost of the premiums for such coverage, as determined and set under the then current practices of the Company, with on the balance first day of any each month such coverage is provided and the Company shall reimburse Executive the excess, if any, of the amount Executive pays to the Company above the amount of the applicable premiums, as determined by premium that Executive would have paid for comparable coverage if he had remained an executive officer of the Company, being Company during the period such coverage is provided (the “Reimbursement Amounts”). Any Reimbursement Amounts to be paid by the Company with income applicable to such premiums imputed Executive under this Section 7(e) shall be made on the tenth day of each month Executive pays the amount required by this Section 7(e) to the Executive, or Company commencing on the first such date immediately following the 38th day after the Termination Date (2) during the period of time that the Executive would, but for the continued coverage provided pursuant to Section 3(a)(iv) or Section 4(a)(iv“First Reimbursement Date”), as applicable, and any installment of the Reimbursement Amount that would have otherwise been paid prior to the First Reimbursement Date shall instead be entitled accumulated and paid on the First Reimbursement Date. Subject to continued Executive’s group health plan coverage pursuant to COBRAcontinuation rights under section 4980B of the Code, if the Executive elected such coverage and paid the applicable premiums benefits described in this Section 7(e) shall (the “COBRA Continuation Period”), by reimbursing the Executive i) be reduced (on a monthly basis for the cost of COBRA continuation coverage in excess of the premium amount paid participant by active employees of the Company for group health plan coverage, or (3participant basis) following the COBRA Continuation Period, to the extent benefits of the Executive is still entitled to continued coverage pursuant to Section 3(a)(iv) or Section 4(a)(iv), as applicable, the coverage to be continued shall be self-funded same type are received by the Company, shall be provided in the form of an individual insurance policy obtained by the Company for the Executive, his spouse or shall be provided in the form of monthly reimbursement by the Company to the Executive for the cost of obtaining such coverage (but only to the extent such cost exceeds the premium amount paid by active employees of the Company for group health plan coverage), such method under this subclause (3) to be determined by the Company in its discretion and to be provided in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv)(A), including but not limited to the requirements that (x) the benefits or reimbursements provided be determined by reference to the objective and nondiscretionary criteria set forth in the applicable group health plans, (y) the benefits or reimbursements provided during one taxable year of the Executive not affect the benefits or reimbursements to be provided in any eligible dependent from any other taxable year (provided, that a limit imposed on the amount of benefits or reimbursements that may be provided over some or all of the continuation person during such period described in Section 3(a)(iv) or Section 4(a)(iv), as applicable, shall not in and of itself cause the arrangement described herein to fail to satisfy the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv)), and (zii) the right to receive cease if Executive (A) obtains other employment that offers participation in a health insurance plan providing substantially similar benefits during such period or reimbursements not be subject to liquidation or exchange for another benefit. If the Executive experiences a Termination Event during the six (6B) month period ending on a Change of Control and it is ultimately determined that such termination was in anticipation of such Change of Control such that the Executive is entitled to benefits under violates Section 4 9(a) of this Agreement, and provided, further, that Executive shall have the obligation to notify the Company shall reimburse that he or they are receiving such benefits. The Company agrees that, if Executive’s employment with the Company terminates during the term of this Agreement, Executive for is not required to seek other employment or to attempt in any COBRA premiums incurred way to reduce any benefits or amounts payable to Executive by the Executive prior to such determination to the extent such premiums are in excess of the premium amount paid by active employees in the Company’s group health plans, such reimbursement to be provided within sixty (60) days of the Change of Control, with the remainder of any continued coverage to which the Executive is entitled under Section 4(a)(iv) to be provided in accordance with the provisions of Section 4(a)(iv). The health care continuation coverage period under COBRA or any replacement or successor provision of applicable law, shall run concurrently with the period during which the Executive continues to receive benefits Company pursuant to this Section 4(a)(iv7(e).