Common use of Continued Benefits Coverage Clause in Contracts

Continued Benefits Coverage. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, then the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) a period of twelve (12) months from the date of termination, (B) the date on which Executive is no longer eligible for COBRA coverage or (C) the date on which Executive and/or Executive’s eligible dependents become covered under similar plans. The reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, Executive must submit proof of payment within thirty (30) days of paying the applicable premium. Notwithstanding the first sentence of this Section 3(a)(iii), if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the termination of employment date (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence in the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to twelve (12) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings.

Continued Benefits Coverage. If Subject to (x) the expiration of the Revocation Period (as defined in Section 4.2 below), without revocation of the General Release by Executive, (y) Executive’s continued compliance with the Restrictive Covenants, and (z) the terms of any applicable plan documents and the remaining provisions of this Section 2.3, FDC shall provide Executive elects continuation (and his dependents) for a twenty-four month period following the Separation Date (such period, the “Continued Coverage Period”) with all welfare benefits coverage pursuant which Executive (or his dependents) was participating in or receiving as of the Separation Date. The cost to Executive of such coverage and the terms and conditions of such coverage during the Continued Coverage Period shall be the same as those applicable to similarly situated active employees during such period. Notwithstanding the foregoing, after the expiration of the first 12 months of the Continued Coverage Period, Executive (and his dependents) shall lose FDC–sponsored group health coverage unless a timely election is made for continued group health coverage under the Consolidated Omnibus Budget Reconciliation Act of 19851986, as amended (“COBRA”) within ). FDC shall pay to Executive, as an additional amount, a lump sum amount approximately equal to the time period prescribed pursuant difference in cost between COBRA premiums and active employee premiums for 12 months of COBRA coverage calculated by FDC in its discretion as of the Separation Date, which payment shall constitute taxable income to COBRA for Executive and Executive’s eligible dependents, then which shall be paid no later than the Company will reimburse 30th day following the expiration of the first 12 months of the Continued Coverage Period. Executive for shall also be entitled to receive during the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) a period of twelve (12) months from the date of termination, (B) the date on Continued Coverage Period any financial planning benefits which Executive is no longer eligible for COBRA coverage or (C) was receiving as of the date on which Executive and/or Executive’s eligible dependents become covered under similar plans. The reimbursements will Separation Date, but shall not be made by the Company entitled to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, Executive must submit proof of payment within thirty (30) days of paying the applicable premiumreceive any other perquisites after such date. Notwithstanding the first sentence of foregoing, Executive’s continued benefits coverage under this Section 3(a)(iii), if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 3.2 shall cease as of the Public Health Service Act), the Company will in lieu thereof provide date Executive becomes eligible to Executive receive such benefits under a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executivesubsequent employer’s group health coverage in effect on the termination of employment date (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence in the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to twelve (12) paymentsbenefit programs. For the avoidance of doubt, the taxable payments in lieu of COBRA reimbursements may Executive shall not be used for any purpose, including, but not limited eligible to continuation coverage under COBRA, and will be subject continue contributions to all applicable tax withholdingsFDC’s qualified retirement plans or nonqualified deferred compensation program.

Continued Benefits Coverage. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”i) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, then the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) For a period of twelve (12) months following Executive’s Date of Resignation (the “Health Benefits Period”), Executive shall continue to receive the medical and dental coverage in effect on Executive’s Date of Resignation (or generally comparable coverage) for Executive and, where applicable, Executive’s spouse and dependents, at the premium rate under the Company’s medical and dental plans applicable on Executive’s Date of Resignation, as if Executive had continued in employment during such period. In order to receive such continued coverage, Executive shall be required to pay to the Company, within ten (10) days following the Date of Resignation, an amount equal to the total cost of the premium under the Company’s medical and dental plans to continue the Company’s medical and dental coverage for Executive, and where applicable, Executive’s spouse and dependents during the Health Benefits Period (the “Health Premium Payment”). Within thirty (30) days following receipt of the Health Premium Payment, the Company shall reimburse to Executive the Health Premium Payment (the “Health Reimbursement”). The Health Reimbursement is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the date requirements of terminationTreas. Reg. §1.409A-1(b)(9)(v)(B), and shall be reimbursed to Executive in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The parties specifically acknowledge that the Health Premium Payment and Health Reimbursement shall be paid or provided, as applicable, on an after-tax basis. (ii) The COBRA health care continuation coverage period under section 4980B of the Code, or any replacement or successor provision of United States tax law, shall, if permitted by law and applicable plan terms, commence immediately after the Health Benefits Period and continue until the earlier of (A) the end of the applicable COBRA health care continuation coverage period, or (B) the date on which the Executive is covered by the medical and dental coverage of his successor employer, if any. (iii) Executive specifically acknowledges and agrees that the Health Benefit is being provided to Executive to the extent Executive does not have alternative health coverage elsewhere during the Health Benefits Period. To that end, Executive agrees to inform the Company of any alternative health coverage no longer later than five (5) business days of becoming eligible for COBRA coverage or (C) the date on which Executive and/or Executive’s eligible dependents become covered under similar plans. The reimbursements will be made by such alternative coverage and repay the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, Executive must submit proof of payment within thirty (30) days of paying the applicable premium. Notwithstanding the first sentence of this Section 3(a)(iii), if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 portion of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal Reimbursement attributable to the monthly COBRA premium that number of months Executive would be required to pay to continue Executive’s group health is eligible for such alternative coverage in effect on during the termination of employment date (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence in the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to twelve (12) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdingsHealth Benefits Period.

Continued Benefits Coverage. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”i) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, then the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) For a period of twelve (12) months following Executive’s Date of Resignation (the “Health Benefits Period”), Executive shall continue to receive the medical and dental coverage in effect on Executive’s Date of Resignation (or generally comparable coverage) for Executive and, where applicable, Executive’s spouse and dependents, at the premium rate under the Company’s medical and dental plans applicable on Executive’s Date of Resignation, as if Executive had continued in employment during such period. In order to receive such continued coverage, Executive shall be required to pay to the Company, within ten (10) days following the Date of Resignation, an amount equal to the total cost of the premium under the Company’s medical and dental plans to continue the Company’s medical and dental coverage for Executive, and where applicable, Executive’s spouse and dependents during the Health Benefits Period (the “Health Premium Payment”). Within thirty (30) days following receipt of the Health Premium Payment, the Company shall reimburse to Executive the Health Premium Payment (the “Health Reimbursement”). The Health Reimbursement is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the date requirements of terminationTreas. Reg. §1.409A-1(b)(9)(v)(B), and shall be reimbursed to Executive in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The parties specifically acknowledge that the Health Premium Payment and Health Reimbursement shall be paid or provided, as applicable, on an after-tax basis. (ii) The COBRA health care continuation coverage period under section 4980B of the Code, or any replacement or successor provision of United States tax law, shall, if permitted by law and applicable plan terms, commence immediately after the Health Benefits Period and continue until the earlier of (A) the end of the applicable COBRA health care continuation coverage period, or (B) the date on which the Executive is covered by the medical and dental coverage of his successor employer, if any. (iii) Executive specifically acknowledges and agrees that the Health Benefit is being provided to Executive to the extent Executive does not have alternative health coverage elsewhere during the Health Benefits Period. To that end, Executive agrees to inform the Company of any alternative health coverage no longer later than five (5) business days of becoming eligible for COBRA coverage or (C) the date on which Executive and/or Executive’s eligible dependents become covered under similar plans. The reimbursements will be made by such alternative coverage and repay the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, Executive must submit proof of payment within thirty (30) days of paying the applicable premium. Notwithstanding the first sentence of this Section 3(a)(iii), if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 portion of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal Reimbursement attributable to the monthly COBRA premium that number of months Executive would be required to pay to continue Executive’s group health is eligible for such alternative coverage in effect on during the termination of employment date (which amount will be based on the premium Health Benefits Period and for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation such months alternative coverage and will commence in the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to twelve (12) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA reimbursements may be used for any purpose, including, but is not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdingselected.

Continued Benefits Coverage. If Executive elects a. Subject to the terms of the applicable plan documents and the remaining provisions of this Paragraph 2, during the Severance Period, Red Xxxxx shall pay on behalf of Xxxxxxxx a portion of the cost of continuation coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”) within for any Red Xxxxx-sponsored health, dental and/or vision benefit plans in which Xxxxxxxx and/or his dependents were participating as of the time period prescribed pursuant Termination Date. Red Xxxxx will pay to COBRA for Executive and Executive’s eligible dependents, then the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) a period of twelve (12) months from the date of termination, (B) the date on which Executive is no longer eligible for COBRA coverage or (C) the date on which Executive and/or Executive’s eligible dependents become covered under similar plans. The reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, Executive must submit proof of payment within thirty (30) days of paying the applicable premium. Notwithstanding the first sentence of this Section 3(a)(iii), if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in plan an amount equal to the difference between (a) the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the termination of employment date (which amount will be based on the premium premiums due for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence in the month following Executive’s termination of employment and will end on the earlier of (xb) the date upon which Executive obtains other amount of Xxxxxxxx’x contribution to the premiums for the covered benefits during the last month of his employment or (y) with Red Xxxxx. The intended result of this provision is that the date the Company has paid an amount equal to twelve (12) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA reimbursements may be used that Xxxxxxxx pays for any purpose, including, but not limited to continuation coverage under COBRACOBRA during the Severance Period will be the same as the amount he paid for those benefits during the last month of his employment with Red Xxxxx. The “Severance Period” is the eighteen months following the Termination Date. b. In order to be entitled to this payment of a portion of the premiums for continuation coverage set forth in this Paragraph 2, Xxxxxxxx (and his dependents) must timely elect to exercise continuation rights under COBRA and must not waive such election, and Xxxxxxxx must continue to pay Xxxxxxxx’x portion of the monthly premiums for continuation coverage. If Xxxxxxxx (or his dependents) elect to discontinue COBRA coverage during the Severance Period or fails to pay his share of the monthly premium for continuation coverage, Red Xxxxx will be subject cease making payments and Xxxxxxxx will forfeit any remaining payments under this Paragraph 2. After the Severance Period, Red Xxxxx will cease paying any portion of Xxxxxxxx’x COBRA continuation coverage costs. c. This Paragraph 2 is not intended to extend or otherwise affect the availability or duration of COBRA continuation coverage. This Paragraph merely addresses which Party is responsible for all applicable tax withholdingsor a portion of the cost of that coverage.