Common use of Continued Benefits Clause in Contracts

Continued Benefits. For a twenty-four (24) month period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of Termination, the Company shall provide the Executive with life insurance, health, disability and other welfare benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits subsequent to the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Reason). Benefits otherwise receivable by an Executive pursuant to this Section shall be reduced to the extent substantially similar benefits are actually received by or made available to the Executive by any other employer during the same time period for which such benefits would be provided pursuant to this Section at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason); provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second anniversary of the Executive's Date of Termination. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available to the Executive from such other employer(s). The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive of the Company by reason of making the same change in his level of coverage or coverage options.

Continued Benefits. For a twenty-four (24) month period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of Termination, the Company shall provide the Executive with life insurance, health, disability and other welfare benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits subsequent to the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Good Reason). Benefits otherwise receivable by an Executive pursuant to this Section shall be reduced to the extent substantially similar benefits are actually received by or made available to the Executive by any other employer during the same time period for which such benefits would be provided pursuant to this Section at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason); provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second third anniversary of the Executive's Date of Termination. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available to the Executive from such other employer(s). The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive of the Company by reason of making the same change in his level of coverage or coverage options.of

Continued Benefits. For a twenty-four (24) month period (or, if less, the number of months from the Date date of Termination termination until the Executive would have reached age sixty-five (65)) after the Date date of Terminationtermination, the Company shall continue to pay the Company portion of any premiums and otherwise provide the Executive with life insurance, health, disability and other welfare benefits ("“Welfare Benefits"”) substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice of Termination in accordance with the Company’s normal payroll practices (without giving effect to any reduction in such benefits subsequent to the Potential Change in Control of the Company preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Good Reason). With respect to benefits set forth in this subsection (b), all insurance premium and/or benefit payments by the Company, to the extent possible, shall be made so as to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended and the rules, notices and regulations thereunder (the “Code”), and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Benefits otherwise receivable by an Executive pursuant to this Section shall be reduced to the extent substantially similar benefits are actually received by or made available to the Executive by any other employer during the same time period for which such benefits would be provided pursuant to this Section at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date ’s date of Termination termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control of the Company preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason); provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's ’s coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's ’s plan or the second anniversary of the Executive's Date ’s date of Terminationtermination. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available to the Executive from such other employer(s). The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive of the Company by reason of making the same change in his level of coverage or coverage options. With respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Executive shall pay the premiums for such coverage and the Company shall reimburse the Executive for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Executive. After the group health benefits provided hereunder have expired, the Executive and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any premiums or amounts payable under this Section, to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Executive shall pay the premiums or expenses, the Company shall promptly reimburse Executive for such amounts and the Company’s reimbursement payments shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Executive’s income shall only be paid if such premiums or expenses are incurred during the two (2) year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Executive is reimbursed for any premiums or expenses hereunder, he must provide the Company with reasonable documentation of such premiums or expenses; (iv) payments for such premiums or expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Executive’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit.

Continued Benefits. For a twenty-four eighteen (2418) month period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of Termination, the Company shall provide the Executive with life insurance, health, disability and other welfare benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits subsequent to the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Good Reason). Benefits otherwise receivable by an Executive pursuant to this Section shall be reduced to the extent substantially similar benefits are actually received by or made available to the Executive by any other employer during the same time period for which such benefits would be provided pursuant to this Section at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason); provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second third anniversary of the Executive's Date of Termination. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available to the Executive from such other employer(s). The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive of the Company by reason of making the same change in his level of coverage or coverage options.of

Continued Benefits. For After any Termination Without Cause pursuant ------------------ to Section 6(b) or any Termination for Good Reason pursuant to Section 6(c), whether prior or subsequent to a twenty-four (24) month period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of TerminationChange in Control, the Company shall provide the Executive with life insurance, health, disability and other welfare health insurance benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice effective date of such Termination Without Cause or Termination for Good Reason (such effective date being referred to as the "Date of Termination"), as the case may be, for (i) with respect to any such termination that occurs at any time other than during the CIC Coverage Period, a twelve-month period beginning on the Date of Termination, and (ii) with respect to any such termination that occurs during the CIC Coverage Period, an eighteen (18) month period beginning on the Date of Termination (without giving effect the applicable period described in the preceding clause (i) or (ii) being referred to any reduction in such benefits subsequent to as the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Reason"Benefits Period"). Benefits otherwise receivable by an the Executive pursuant to this Section 6(i) shall be reduced to the extent substantially similar comparable benefits are actually received by or made available to the Executive by any other employer employer(s) during the same time period for which such benefits would be provided pursuant to this Section Benefits Period at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason)Termination; provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (iA) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (iiB) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second anniversary end of the applicable period as set forth in this Section 6(i). If health insurance benefits are provided or made available to the Executive by any other employer(s) of the Executive during the Benefits Period at a cost that is not commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination. The Executive agrees to report , the Company may, at its election, make periodic cash payments to the Company any coverage Executive that are sufficient to reimburse the Executive, in advance and benefits actually received on a before-tax basis, for the additional cost incurred by the Executive or made available for such health insurance benefits. During any period with respect to which the Company makes such reimbursement payments to the Executive, the Executive from shall be treated herein as receiving such other employer(s)health insurance benefits at a cost that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination. The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives active employees of the Company are permitted to make such changes; provided, however, that in the event of any such changes change the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive active employee of the Company by reason of making the same change in his level of coverage or coverage options. Any such benefits actually received by or made available to the Executive from such other employer(s) shall be reported to the Company by the Executive.

Continued Benefits. For After any Termination Without Cause pursuant to Section 6(b) or any Termination for Good Reason pursuant to Section 6(c), whether prior or subsequent to a twenty-four (24) month period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of TerminationChange in Control, the Company shall provide the Executive with life insurance, health, disability and other welfare health insurance benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice effective date of such Termination Without Cause or Termination for Good Reason (such effective date being referred to as the "Date of Termination"), as the case may be, for (i) with respect to any such termination that occurs at any time other than during the CIC Coverage Period, a twelve-month period beginning on the Date of Termination, and (ii) with respect to any such termination that occurs during the CIC Coverage Period, a twenty-four (24) month period beginning on the Date of Termination (without giving effect the applicable period described in the preceding clause (i) or (ii) being referred to any reduction in such benefits subsequent to as the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Reason"Benefits Period"). Benefits otherwise receivable by an the Executive pursuant to this Section 6(i) shall be reduced to the extent substantially similar comparable benefits are actually received by or made available to the Executive by any other employer employer(s) during the same time period for which such benefits would be provided pursuant to this Section Benefits Period at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason)Termination; provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (iA) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (iiB) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second anniversary end of the applicable period as set forth in this Section 6(i). If health insurance benefits are provided or made available to the Executive by any other employer(s) of the Executive during the Benefits Period at a cost that is not commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination. The Executive agrees to report , the Company may, at its election, make periodic cash payments to the Company any coverage Executive that are sufficient to reimburse the Executive, in advance and benefits actually received on a before-tax basis, for the additional cost incurred by the Executive or made available for such health insurance benefits. During any period with respect to which the Company makes such reimbursement payments to the Executive, the Executive from shall be treated herein as receiving such other employer(s)health insurance benefits at a cost that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination. The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives active employees of the Company are permitted to make such changes; provided, however, that in the event of any such changes change the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive active employee of the Company by reason of making the same change in his level of coverage or coverage options. Any such benefits actually received by or made available to the Executive from such other employer(s) shall be reported to the Company by the Executive.

Continued Benefits. For a twenty-four (24) month period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date date of Terminationtermination, the Company shall continue to pay the Company portion of any premiums and otherwise provide the Executive with life insurance, health, disability and other welfare benefits ("“Welfare Benefits"”) substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice of Termination in accordance with the Company’s normal payroll practices (without giving effect to any reduction in such benefits subsequent to the Potential Change in Control of the Company preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Good Reason). With respect to benefits set forth in this subsection (b), all insurance premium and/or benefit payments by the Company, to the extent possible, shall be made so as to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended and the rules, notices and regulations thereunder (the “Code”), and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Benefits otherwise receivable by an Executive pursuant to this Section shall be reduced to the extent substantially similar benefits are actually received by or made available to the Executive by any other employer during the same time period for which such benefits would be provided pursuant to this Section at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date ’s date of Termination termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control of the Company preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason); provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's ’s coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's ’s plan or the second anniversary of the Executive's Date ’s date of Terminationtermination. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available to the Executive from such other employer(s). The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive of the Company by reason of making the same change in his level of coverage or coverage options. With respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Executive shall pay the premiums for such coverage and the Company shall reimburse the Executive for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Executive. After the group health benefits provided hereunder have expired, the Executive and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any premiums or amounts payable under this Section, to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Executive shall pay the premiums or expenses, the Company shall promptly reimburse Executive for such amounts and the Company’s reimbursement payments shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Executive’s income shall only be paid if such premiums or expenses are incurred during the two (2) year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Executive is reimbursed for any premiums or expenses hereunder, he must provide the Company with reasonable documentation of such premiums or expenses; (iv) payments for such premiums or expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Executive’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit.

Continued Benefits. For a twenty-four an eighteen (2418) month period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of Termination, the Company shall provide the Executive with life insurance, health, disability and other welfare benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits subsequent to the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Reason). Benefits otherwise receivable by an Executive pursuant to this Section shall be reduced to the extent substantially similar benefits are actually received by or made available to the Executive by any other employer during the same time period for which such benefits would be provided pursuant to this Section at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason); provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second third anniversary of the Executive's Date of Termination. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available to the Executive from such other employer(s). The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive of the Company by reason of making the same change in his level of coverage or coverage options.

Continued Benefits. For a twenty-four (24) month period (orUntil the earlier of May 18, if less, 2014 or the number of months from the Date of Termination until date on which the Executive would have reached age sixty-five (65)) after the Date of Terminationbecomes employed by a new employer, the Company shall provide shall, (A) to the Executive with extent that benefits under any of the Company’s medical, dental, life insurance, health, disability and other welfare benefits accidental death and dismemberment benefit plans, or materially equivalent plans maintained by the Company in replacement thereof ("Welfare Benefits"the “Health Plans”) substantially similar in all respects will not be taxable to those which the Executive, provide continued coverage at the Company’s expense under any such plans to the Executive is receiving immediately prior to the Notice of Termination and his spouse, or (without giving effect to any reduction in such benefits subsequent to the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Reason). Benefits otherwise receivable by an Executive pursuant to this Section shall be reduced B) to the extent substantially similar that benefits are actually received by or made available under any Health Plan would be taxable to the Executive, access to the Executive and his spouse to such Health Plan by any other employer his paying the full cost of coverage thereunder for the coverage period under this Section 3(b) and prompt reimbursement by the Company for the Executive’s premiums for continued coverage under such Health Plan in an amount equal to the cost of such coverage (provided, in the case of this clause (B), the amount of reimbursement during the same time period for which such benefits would from the Merger Date through the Delayed Payment Date shall be provided pursuant to this Section at a cost paid to the Executive that is commensurate with on the cost incurred by Delayed Payment Date, without interest), in either case for the Executive and the Executive’s dependents’ at the highest level provided to the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason); Merger Date, provided, however, that if the Executive becomes employed by a new employer which maintains a major medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting pre-existing condition which was covered under the applicable Company Company’s major medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's ’s coverage under the applicable Company Company’s major medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such the preexisting conditioncondition itself) until the earlier of the end of the applicable period of noncoverage under the new employer's ’s plan or May 18, 2014. Except as specifically permitted by Section 409A (as defined below), the second anniversary of the Executive's Date of Termination. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available provided to the Executive from such other employer(s). The Executive under this Subsection 3(b) during any calendar year shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to not affect the Welfare Benefits benefits to be provided by the Company to the Executive under this Subsection 3(b) in any other calendar year and the right to the same extent that actively employed senior executives of the Company are permitted to make such changes; providedbenefits cannot be liquidated or exchanged for any other benefit, however, that in the event of accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive of the Company by reason of making the same change in his level of coverage or coverage optionssuccessor thereto.

Continued Benefits. For a twentythirty-four six (2436) month period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of Termination, the Company shall provide the Executive with life insurance, health, disability and other welfare benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits subsequent to the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Reason). Benefits otherwise receivable by an Executive pursuant to this Section shall be reduced to the extent substantially similar benefits are actually received by or made available to the Executive by any other employer during the same time period for which such benefits would be provided pursuant to this Section at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason); provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second third anniversary of the Executive's Date of Termination. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available to the Executive from such other employer(s). The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive of the Company by reason of making the same change in his level of coverage or coverage options.

Continued Benefits. For After any Termination Without Cause pursuant to ------------------ Section 6(b) or any Termination for Good Reason pursuant to Section 6(c), whether prior or subsequent to a twenty-four (24) month period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of TerminationChange in Control, the Company shall provide the Executive with life insurance, health, disability and other welfare health insurance benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice effective date of such Termination Without Cause or Termination for Good Reason (such effective date being referred to as the "Date of Termination"), as the case may be, for (i) with respect to any such termination that occurs at any time other than during the CIC Coverage Period, a twelve-month period beginning on the Date of Termination, and (ii) with respect to any such termination that occurs during the CIC Coverage Period, a twenty-four (24) month period beginning on the Date of Termination (without giving effect the applicable period described in the preceding clause (i) or (ii) being referred to any reduction in such benefits subsequent to as the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Reason"Benefits Period"). Benefits otherwise receivable by an the Executive pursuant to this Section 6(i) shall be reduced to the extent substantially similar comparable benefits are actually received by or made available to the Executive by any other employer employer(s) during the same time period for which such benefits would be provided pursuant to this Section Benefits Period at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason)Termination; provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (iA) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (iiB) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second anniversary end of the applicable period as set forth in this Section 6(i). If health insurance benefits are provided or made available to the Executive by any other employer(s) of the Executive during the Benefits Period at a cost that is not commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination. The Executive agrees to report , the Company may, at its election, make periodic cash payments to the Company any coverage Executive that are sufficient to reimburse the Executive, in advance and benefits actually received on a before-tax basis, for the additional cost incurred by the Executive or made available for such health insurance benefits. During any period with respect to which the Company makes such reimbursement payments to the Executive, the Executive from shall be treated herein as receiving such other employer(s)health insurance benefits at a cost that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination. The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives active employees of the Company are permitted to make such changes; provided, however, that in the event of any such changes change the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive active employee of the Company by reason of making the same change in his level of coverage or coverage options. Any such benefits actually received by or made available to the Executive from such other employer(s) shall be reported to the Company by the Executive.

Continued Benefits. For a twenty-four twelve (2412) month period (or, if less, the number of months from the Date date of Termination termination until the Executive Employee would have reached age sixty-five (65)) after the Date date of Terminationtermination, the Company shall continue to pay the Company portion of any premiums and otherwise provide the Executive Employee with life insurancemedical, health, disability dental and other welfare vision benefits ("“Welfare Benefits"”) substantially similar in all respects to those which the Executive Employee is receiving immediately prior to the Notice of Termination in accordance with the Company’s normal payroll practices (without giving effect to any reduction in such benefits subsequent to the Potential Change potential change in Control control of the Company preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Good Reason). With respect to benefits set forth in this subsection 5(b), all insurance premiums and/or benefit payments by the Company, to the extent possible, shall be made so as to be exempt from Section 409A under the Internal Revenue Code of 1986, as amended, and the regulations, notices and rulings thereunder (collectively, the “Code”), and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Benefits otherwise receivable by an Executive Employee pursuant to this Section subsection 5(b) shall be reduced to the extent substantially similar benefits are actually received by or made available to the Executive Employee by any other employer during the same time period for which such benefits would be provided pursuant to this Section subsection 5(b) at a cost to the Executive Employee that is commensurate with the cost incurred by the Executive Employee immediately prior to the Executive's Date Employee’s date of Termination termination (without giving effect to any increase in costs paid by the Executive Employee after the Potential Change potential change in Control control of the Company preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason); provided, however, that if the Executive Employee becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive Employee or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive Employee or a family member or dependent for a designated waiting period, the Executive's Employee’s coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's ’s plan or the second first anniversary of the Executive's Date Employee’s date of Terminationtermination. The Executive Employee agrees to report to the Company any coverage and benefits actually received by the Executive Employee or made available to the Executive Employee from such other employer(s). The Executive Employee shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive Employee only or family medical coverage) with respect to the Welfare Benefits to be provided by the Company to the Executive Employee to the same extent that actively employed senior executives employees of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive Employee shall pay the amount of any cost increase that would actually be paid by an actively employed executive employee of the Company by reason of making the same change in his level of coverage or coverage options. With respect to any benefits that are for medical expenses, dental or vision under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits provided hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any premiums or amounts payable under this subsection 5(b), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums or expenses, the Company shall promptly reimburse Employee for such amounts and the Company’s reimbursement payments shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such premiums or expenses are incurred during the 2 year period after the Employee’s termination date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any premiums or expenses hereunder, he must provide the Company with reasonable documentation of such premiums or expenses; (iv) payments for such premiums or expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit.

Continued Benefits. For a twentythirty-four six (2436) month period ------------------ (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of TerminationTermination (the "Benefits Period"), the Company shall provide the Executive with group term life insurance, health, health insurance and long-term disability and other welfare insurance benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits subsequent to the Potential Change in Control preceding the Change in Control or the a Change in Control which reduction constitutes or may constitute God Good Reason). Benefits otherwise receivable by an the Executive pursuant to this Section 2.6(B)(ii) shall be reduced to the extent substantially similar benefits are actually received by or made available to the Executive by any other employer during the same time period for which such benefits would be provided pursuant to this Section 2.6(B)(ii) at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in increased costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes constituted or may constitute might have constituted Good Reason); provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second anniversary end of the Executive's Date of TerminationBenefits Period. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available to the Executive from such other employer(s). The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as the Executive only or family medical coverage) with respect to the Welfare Benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive of the Company by reason of making the same change in his level of coverage or coverage options.

Continued Benefits. For After any Termination Without Cause pursuant to Section 6(b) or any Termination for Good Reason pursuant to Section 6(c), whether prior or subsequent to a twenty-four (24) month period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of TerminationChange in Control, the Company shall provide the Executive with life insurance, health, disability and other welfare health insurance benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice effective date of such Termination Without Cause or Termination for Good Reason (such effective date being referred to as the "Date of Termination"), as the case may be, for (i) with respect to any such termination that occurs at any time other than during the CIC Coverage Period, a twelve-month period beginning on the Date of Termination, and (ii) with respect to any such termination that occurs during the CIC Coverage Period, a twenty-four (24) month period beginning on the Date of Termination (without giving effect the applicable period described in the preceding clause (i) or (ii) being referred to any reduction in such benefits subsequent to as the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Reason"Benefits Period"). Benefits otherwise receivable by an the Executive pursuant to this Section 6(i) shall be reduced to the extent substantially similar comparable benefits are actually received by or made available to the Executive by any other employer employer(s) during the same time period for which such benefits would be provided pursuant to this Section Benefits Period at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason)Termination; provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (iA) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (iiB) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second anniversary end of the applicable period as set forth in this Section 6(i). If health insurance benefits are provided or made available to the Executive by any other employer(s) of the Executive during the Benefits Period at a cost that is not commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination. The Executive agrees to report , the Company may, at its election, make periodic cash payments to the Company any coverage Executive that are sufficient to reimburse the Executive, in advance and benefits actually received on a before-tax basis, for the additional cost incurred by the Executive or made available for such health insurance benefits. During any period with respect to which the Company makes such reimbursement payments to the Executive, the Executive from shall be treated herein as receiving such other employer(s)health insurance benefits at a cost that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination. The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives active employees of the Company are permitted to make such changes; provided, however, that in the event of any such changes change the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive active employee of the Company by reason of making the same change in his level of coverage or coverage options. Any such benefits actually received by or made available to the Executive from such other employer(s) shall be reported to the Company by the Executive.

Continued Benefits. For After any Termination Without Cause pursuant to Section 6(b) or any Termination for Good Reason pursuant to Section 6(c), whether prior or subsequent to a twenty-four (24) month period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of TerminationChange in Control, the Company shall provide the Executive with life insurance, health, disability and other welfare health insurance benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice effective date of such Termination Without Cause or Termination for Good Reason (such effective date being referred to as the "Date of Termination"), as the case may be, for (i) with respect to any such termination that occurs at any time other than during the CIC Coverage Period, a twelve-month period beginning on the Date of Termination, and (ii) with respect to any such termination that occurs during the CIC Coverage Period, a twenty four (24) month period beginning on the Date of Termination (without giving effect the applicable period described in the preceding clause (i) or (ii) being referred to any reduction in such benefits subsequent to as the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Reason"Benefits Period"). Benefits otherwise receivable by an the Executive pursuant to this Section 6(i) shall be reduced to the extent substantially similar comparable benefits are actually received by or made available to the Executive by any other employer employer(s) during the same time period for which such benefits would be provided pursuant to this Section Benefits Period at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason)Termination; provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (iA) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (iiB) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second anniversary end of the applicable period as set forth in this Section 6(i). If health insurance benefits are provided or made available to the Executive by any other employer(s) of the Executive during the Benefits Period at a cost that is not commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination. The Executive agrees to report , the Company may, at its election, make periodic cash payments to the Company any coverage Executive that are sufficient to reimburse the Executive, in advance and benefits actually received on a before-tax basis, for the additional cost incurred by the Executive or made available for such health insurance benefits. During any period with respect to which the Company makes such reimbursement payments to the Executive, the Executive from shall be treated herein as receiving such other employer(s)health insurance benefits at a cost that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination. The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives active employees of the Company are permitted to make such changes; provided, however, that in the event of any such changes change the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive active employee of the Company by reason of making the same change in his level of coverage or coverage options. Any such benefits actually received by or made available to the Executive from such other employer(s) shall be reported to the Company by the Executive.

Continued Benefits. For a twenty-four Should you elect under Code Section 4980B to continue health care coverage under the Company’s group health plan and elect to continue coverage under the Company’s group dental and vision plans for yourself, your spouse and your eligible dependents following your Involuntary Termination and pay the Company monthly an amount equal to your monthly employee contribution for such coverage prior to your Involuntary Termination, then the Company shall provide such continued health care, dental and vision coverage for you and your spouse and other eligible dependents. The partial funding of such coverage by the Company shall continue until the earliest of (24i) the expiration of the six (6) month period (or, if less, the number of months measured from the Date date of Termination until your Involuntary Termination, (ii) the Executive would have reached age sixtyfirst date you are covered under another employer’s programs which provide substantially the same level of benefits without exclusion for pre-five existing medical conditions, (65)iii) after the Date date the definitive agreement for the Change in Control is terminated without consummation of Terminationthat Change in Control during the Pre-Closing Period, or (iv) the date you discontinue any payments you are required to make to continue coverage. Should the Company’s provision of such continued coverage result in the recognition of taxable income (whether for federal, state or local income tax purposes) by you or your spouse or other eligible dependent, then each of you will be responsible for the payment of the income and employment tax liability resulting from such coverage, and the Company will not provide any tax gross-up payments to you (or any other Person) with respect to such income and employment tax liability. To the extent you are subject to the delayed benefit commencement provisions of Paragraph 1 of Part Four, you shall directly pay for the health care, dental and vision coverage provided hereunder with your own funds, and at the end of delayed commencement period, the Company shall provide the Executive promptly reimburse you with life insurance, health, disability and other welfare benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior a lump sum cash payment equal to the Notice cost you incurred for such coverage for that period in excess of Termination (without giving effect to any reduction in such benefits subsequent to the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Reason)amount of your monthly employee contribution for that period. Benefits otherwise receivable by an Executive pursuant to this Section shall be reduced In addition, to the extent substantially similar that the Company’s other benefit plans provide for the continuation of benefits are actually received by following termination of employment or made available the option for the participant to the Executive by any other employer during the same time period for which continue such benefits would be provided pursuant following the termination of employment, you shall have such benefits or the option to this Section at a cost to continue such benefits, as the Executive that is commensurate case may be, in accordance with the cost incurred by the Executive immediately prior to the Executive's Date terms of Termination (without giving effect to such benefit plans following any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason); provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second anniversary of the Executive's Date of Involuntary Termination. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available to the Executive from such other employer(s). The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive of the Company by reason of making the same change in his level of coverage or coverage options.

Continued Benefits. For After any Termination Without Cause pursuant to Section 6(b) or any Termination for Good Reason pursuant to Section 6(c), whether prior or subsequent to a twenty-four (24) month period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of TerminationChange in Control, the Company shall provide the Executive with life insurance, health, disability and other welfare health insurance benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice effective date of such Termination Without Cause or Termination for Good Reason (such effective date being referred to as the "Date of Termination", as the case may be, for (i) with respect to any such termination that occurs at any time other than during the CIC Coverage Period, a twelve-month period beginning on the Date of Termination, and (ii) with respect to any such termination that occurs during the CIC Coverage Period, a twenty-four (24) month period beginning on the Date of Termination (without giving effect the applicable period described in the preceding clause (i) or (ii) being referred to any reduction in such benefits subsequent to as the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Reason)"Benefits Period". Benefits otherwise receivable by an the Executive pursuant to this Section 6(i) shall be reduced to the extent substantially similar comparable benefits are actually received by or made available to the Executive by any other employer employer(s) during the same time period for which such benefits would be provided pursuant to this Section Benefits Period at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason)Termination; provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (iA) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (iiB) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second anniversary end of the applicable period as set forth in this Section 6(i). If health insurance benefits are provided or made available to the Executive by any other employer(s) of the Executive during the Benefits Period at a cost that is not commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination. The Executive agrees to report , the Company may, at its election, make periodic cash payments to the Company any coverage Executive that are sufficient to reimburse the Executive, in advance and benefits actually received on a before-tax basis, for the additional cost incurred by the Executive or made available for such health insurance benefits. During any period with respect to which the Company makes such reimbursement payments to the Executive, the Executive from shall be treated herein as receiving such other employer(s)health insurance benefits at a cost that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination. The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives active employees of the Company are permitted to make such changes; provided, however, that in the event of any such changes change the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive active employee of the Company by reason of making the same change in his level of coverage or coverage options. Any such benefits actually received by or made available to the Executive from such other employer(s) shall be reported to the Company by the Executive.

Continued Benefits. For a twenty-four (24) month period (or, if less, the number of months from the Date date of Termination termination until the Executive would have reached age sixty-five (65)) after the Date date of Terminationtermination, the Company shall continue to pay the Company portion of any premiums and otherwise provide the Executive with life insurance, health, disability and other welfare benefits ("“Welfare Benefits"”) substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice of Termination in accordance with the Company’s normal payroll practices (without giving effect to any reduction in such benefits subsequent to the Potential Change in Control of the Company preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Good Reason). With respect to benefits set forth in this subsection (b), all insurance premium and/or benefit payments by the Company, to the extent possible, shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Benefits otherwise receivable by an Executive pursuant to this Section shall be reduced to the extent substantially similar benefits are actually received by or made available to the Executive by any other employer during the same time period for which such benefits would be provided pursuant to this Section at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date ’s date of Termination termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control of the Company preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason); provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's ’s coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's ’s plan or the second anniversary of the Executive's Date ’s date of Terminationtermination. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available to the Executive from such other employer(s). The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive of the Company by reason of making the same change in his level of coverage or coverage options. With respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Executive shall pay the premiums for such coverage and the Company shall reimburse the Executive for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Executive. After the group health benefits provided hereunder have expired, the Executive and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any premiums or amounts payable under this Section, to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Executive shall pay the premiums or expenses, the Company shall promptly reimburse Executive for such amounts and the Company’s reimbursement payments shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Executive’s income shall only be paid if such premiums or expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Executive is reimbursed for any premiums or expenses hereunder, he must provide the Company with reasonable documentation of such premiums or expenses; (iv) payments for such premiums or expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Executive’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit.

Continued Benefits. For a twentythirty-four six (2436) month ------------------ period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of TerminationTermination (the "Benefits Period"), the Company shall provide the Executive with group term life insurance, health, health insurance and long-term disability and other welfare insurance benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits subsequent to the Potential Change in Control preceding the Change in Control or the a Change in Control which reduction constitutes or may constitute God Good Reason). Benefits otherwise receivable by an the Executive pursuant to this Section 2.6(B)(ii) shall be reduced to the extent substantially similar benefits are actually received by or made available to the Executive by any other employer during the same time period for which such benefits would be provided pursuant to this Section 2.6(B)(ii) at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in increased costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes constituted or may constitute might have constituted Good Reason); provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second anniversary end of the Executive's Date of TerminationBenefits Period. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available to the Executive from such other employer(s). The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as the Executive only or family medical coverage) with respect to the Welfare Benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive of the Company by reason of making the same change in his level of coverage or coverage options.

Continued Benefits. For After any Termination Without Cause pursuant to ------------------ Section 6(b) or any Termination for Good Reason pursuant to Section 6(c), whether prior or subsequent to a twenty-four (24) month period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of TerminationChange in Control, the Company shall provide the Executive with life insurance, health, disability and other welfare health insurance benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice effective date of such Termination Without Cause or Termination for Good Reason (such effective date being referred to as the "Date of Termination"), as the case may be, for (i) with respect to any such termination that occurs at any time other than during the CIC Coverage Period, a twelve-month period beginning on the Date of Termination, and (ii) with respect to any such termination that occurs during the CIC Coverage Period, a twenty four (24) month period beginning on the Date of Termination (without giving effect the applicable period described in the preceding clause (i) or (ii) being referred to any reduction in such benefits subsequent to as the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute God Reason"Benefits Period"). Benefits otherwise receivable by an the Executive pursuant to this Section 6(i) shall be reduced to the extent substantially similar comparable benefits are actually received by or made available to the Executive by any other employer employer(s) during the same time period for which such benefits would be provided pursuant to this Section Benefits Period at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason)Termination; provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (iA) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (iiB) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second anniversary end of the applicable period as set forth in this Section 6(i). If health insurance benefits are provided or made available to the Executive by any other employer(s) of the Executive during the Benefits Period at a cost that is not commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination. The Executive agrees to report , the Company may, at its election, make periodic cash payments to the Company any coverage Executive that are sufficient to reimburse the Executive, in advance and benefits actually received on a before-tax basis, for the additional cost incurred by the Executive or made available for such health insurance benefits. During any period with respect to which the Company makes such reimbursement payments to the Executive, the Executive from shall be treated herein as receiving such other employer(s)health insurance benefits at a cost that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination. The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives active employees of the Company are permitted to make such changes; provided, however, that in the event of any such changes change the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive active employee of the Company by reason of making the same change in his level of coverage or coverage options. Any such benefits actually received by or made available to the Executive from such other employer(s) shall be reported to the Company by the Executive.

Continued Benefits. For a twenty-four (24) month period (or, ------------------ if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of TerminationTermination (the "Benefits Period"), the Company shall provide the Executive with group term life insurance, health, health insurance and long-term disability and other welfare insurance benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits subsequent to the Potential Change in Control preceding the Change in Control or the a Change in Control which reduction constitutes or may constitute God Good Reason). Benefits otherwise receivable by an the Executive pursuant to this Section 2.6(B)(ii) shall be reduced to the extent substantially similar benefits are actually received by or made available to the Executive by any other employer during the same time period for which such benefits would be provided pursuant to this Section 2.6(B)(ii) at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in increased costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes constituted or may constitute might have constituted Good Reason); provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the second anniversary end of the Executive's Date of TerminationBenefits Period. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available to the Executive from such other employer(s). The Executive shall be entitled to elect to change his her level of coverage and/or his her choice of coverage options (such as the Executive only or family medical coverage) with respect to the Welfare Benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed executive of the Company by reason of making the same change in his her level of coverage or coverage options.