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 "Benefits Period"), the Company shall provide the Executive with group term life insurance, health insurance and long-term disability 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 a Change in Control which reduction constitutes or may constitute Good Reason). Benefits otherwise receivable by 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 increased costs paid by the Executive after the Change in Control which constituted or 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 end of the Benefits Period. The Executive agrees to report to the Company any coverage and benefits actually received by 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 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 "Benefits Period")Termination, the Company shall provide the Executive with group term life insurance, health insurance health, disability and long-term disability insurance 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 a the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute Good Reason). Benefits otherwise receivable by the an 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 increased increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constituted constitutes or might have constituted 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 end third anniversary of the Benefits PeriodExecutive'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 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.of

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 "Benefits Period")Termination, the Company shall provide the Executive with group term life insurance, health insurance health, disability and long-term disability insurance 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 a the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute Good God Reason). Benefits otherwise receivable by the an 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 increased increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constituted constitutes or might have constituted 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 end second anniversary of the Benefits PeriodExecutive'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 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 Termination (the "Benefits Period")Change in Control, the Company shall provide the Executive with group term life insurance, health insurance and long-term disability 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 a Change in Control which reduction constitutes or may constitute Good Reasonas the "Benefits Period"). Benefits otherwise receivable by the Executive pursuant to this Section 2.6(B)(ii6(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 2.6(B)(ii) 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 increased costs paid by the Executive after the Change in Control which constituted or might have constituted 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 end of the Benefits Periodapplicable period as set forth in this Section 6(i). The Executive agrees to report If health insurance benefits are provided or made available to the Company Executive by any coverage and benefits actually received other employer(s) of the Executive during the Benefits Period at a cost that is not commensurate with the cost incurred by the Executive from immediately prior to the Executive's Date of Termination, the Company may, at its election, make periodic cash payments to the Executive that are sufficient to reimburse the Executive, in advance and on a before-tax basis, for the additional cost incurred by the Executive for such other employer(s)health insurance benefits. During any period with respect to which the Company makes such reimbursement payments to the Executive, the Executive shall be treated herein as receiving such 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 the 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 Termination (the "Benefits Period")termination, the Company shall continue to pay the Company portion of any premiums and otherwise provide the Executive with group term life insurance, health insurance health, disability and long-term disability insurance 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 a the Potential Change in Control of the Company preceding the Change in Control or the Change in Control which reduction constitutes or may constitute 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 the an 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 ’s date of Termination termination (without giving effect to any increased 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 constituted constitutes or might have constituted 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 end second anniversary of the Benefits PeriodExecutive’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 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. 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 "Benefits Period")Termination, the Company shall provide the Executive with group term life insurance, health insurance health, disability and long-term disability insurance 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 a the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute Good Reason). Benefits otherwise receivable by the an 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 increased increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constituted constitutes or might have constituted 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 end third anniversary of the Benefits PeriodExecutive'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 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.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 Termination (the "Benefits Period")Change in Control, the Company shall provide the Executive with group term life insurance, and health insurance and long-term disability 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 a Change in Control which reduction constitutes or may constitute Good Reasonas the "Benefits Period"). Benefits otherwise receivable by the Executive pursuant to this Section 2.6(B)(ii6(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 2.6(B)(ii) 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 increased costs paid by the Executive after the Change in Control which constituted or might have constituted 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 end of the Benefits Periodapplicable period as set forth in this Section 6(i). The Executive agrees to report If health insurance benefits are provided or made available to the Company Executive by any coverage and benefits actually received other employer(s) of the Executive during the Benefits Period at a cost that is not commensurate with the cost incurred by the Executive from immediately prior to the Executive's Date of Termination, the Company may, at its election, make periodic cash payments to the Executive that are sufficient to reimburse the Executive, in advance and on a before-tax basis, for the additional cost incurred by the Executive for such other employer(s)health insurance benefits. During any period with respect to which the Company makes such reimbursement payments to the Executive, the Executive shall be treated herein as receiving such 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 the 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 Termination (the "Benefits Period")termination, the Company shall continue to pay the Company portion of any premiums and otherwise provide the Executive with group term life insurance, health insurance health, disability and long-term disability insurance 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 a the Potential Change in Control of the Company preceding the Change in Control or the Change in Control which reduction constitutes or may constitute 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 the an 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 ’s date of Termination termination (without giving effect to any increased 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 constituted constitutes or might have constituted 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 end second anniversary of the Benefits PeriodExecutive’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 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. 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 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 Termination (the "Benefits Period")Change in Control, the Company shall provide the Executive with group term life insurance, and health insurance and long-term disability 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 a Change in Control which reduction constitutes or may constitute Good Reasonas the "Benefits Period"). Benefits otherwise receivable by the Executive pursuant to this Section 2.6(B)(ii6(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 2.6(B)(ii) 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 increased costs paid by the Executive after the Change in Control which constituted or might have constituted 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 end of the Benefits Periodapplicable period as set forth in this Section 6(i). The Executive agrees to report If health insurance benefits are provided or made available to the Company Executive by any coverage and benefits actually received other employer(s) of the Executive during the Benefits Period at a cost that is not commensurate with the cost incurred by the Executive from immediately prior to the Executive's Date of Termination, the Company may, at its election, make periodic cash payments to the Executive that are sufficient to reimburse the Executive, in advance and on a before-tax basis, for the additional cost incurred by the Executive for such other employer(s)health insurance benefits. During any period with respect to which the Company makes such reimbursement payments to the Executive, the Executive shall be treated herein as receiving such 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 the 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 Termination (the "Benefits Period")termination, the Company shall continue to pay the Company portion of any premiums and otherwise provide the Executive with group term life insurance, health insurance health, disability and long-term disability insurance 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 a the Potential Change in Control of the Company preceding the Change in Control or the Change in Control which reduction constitutes or may constitute 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 the an 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 ’s date of Termination termination (without giving effect to any increased 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 constituted constitutes or might have constituted 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 end second anniversary of the Benefits PeriodExecutive’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 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. 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 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 "Benefits Period"), the Company shall provide the Executive with group term life insurance, health insurance and long-term disability 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 a Change in Control which reduction constitutes or may constitute Good Reason). Benefits otherwise receivable by 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 increased costs paid by the Executive after the Change in Control which constituted or 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 end of the Benefits Period. The Executive agrees to report to the Company any coverage and benefits actually received by 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.

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 Termination (the "Benefits Period")Change in Control, the Company shall provide the Executive with group term life insurance, and health insurance and long-term disability 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 a Change in Control which reduction constitutes or may constitute Good Reasonas the "Benefits Period"). Benefits otherwise receivable by the Executive pursuant to this Section 2.6(B)(ii6(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 2.6(B)(ii) 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 increased costs paid by the Executive after the Change in Control which constituted or might have constituted 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 end of the Benefits Periodapplicable period as set forth in this Section 6(i). The Executive agrees to report If health insurance benefits are provided or made available to the Company Executive by any coverage and benefits actually received other employer(s) of the Executive during the Benefits Period at a cost that is not commensurate with the cost incurred by the Executive from immediately prior to the Executive's Date of Termination, the Company may, at its election, make periodic cash payments to the Executive that are sufficient to reimburse the Executive, in advance and on a before-tax basis, for the additional cost incurred by the Executive for such other employer(s)health insurance benefits. During any period with respect to which the Company makes such reimbursement payments to the Executive, the Executive shall be treated herein as receiving such 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 the 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 Termination (the "Benefits Period")Change in Control, the Company shall provide the Executive with group term life insurance, and health insurance and long-term disability 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 a Change in Control which reduction constitutes or may constitute Good Reasonas the "Benefits Period"). Benefits otherwise receivable by the Executive pursuant to this Section 2.6(B)(ii6(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 2.6(B)(ii) 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 increased costs paid by the Executive after the Change in Control which constituted or might have constituted 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 end of the Benefits Periodapplicable period as set forth in this Section 6(i). The Executive agrees to report If health insurance benefits are provided or made available to the Company Executive by any coverage and benefits actually received other employer(s) of the Executive during the Benefits Period at a cost that is not commensurate with the cost incurred by the Executive from immediately prior to the Executive's Date of Termination, the Company may, at its election, make periodic cash payments to the Executive that are sufficient to reimburse the Executive, in advance and on a before-tax basis, for the additional cost incurred by the Executive for such other employer(s)health insurance benefits. During any period with respect to which the Company makes such reimbursement payments to the Executive, the Executive shall be treated herein as receiving such 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 the 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 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 "Benefits Period")Termination, the Company shall provide the Executive with group term life insurance, health insurance health, disability and long-term disability insurance 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 a the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute Good God Reason). Benefits otherwise receivable by the an 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 increased increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constituted constitutes or might have constituted 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 end third anniversary of the Benefits PeriodExecutive'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 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 Termination (the "Benefits Period")Change in Control, the Company shall provide the Executive with group term life insurance, and health insurance and long-term disability 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 a Change in Control which reduction constitutes or may constitute Good Reasonas the "Benefits Period"). Benefits otherwise receivable by the Executive pursuant to this Section 2.6(B)(ii6(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 2.6(B)(ii) 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 increased costs paid by the Executive after the Change in Control which constituted or might have constituted 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 end of the Benefits Periodapplicable period as set forth in this Section 6(i). The Executive agrees to report If health insurance benefits are provided or made available to the Company Executive by any coverage and benefits actually received other employer(s) of the Executive during the Benefits Period at a cost that is not commensurate with the cost incurred by the Executive from immediately prior to the Executive's Date of Termination, the Company may, at its election, make periodic cash payments to the Executive that are sufficient to reimburse the Executive, in advance and on a before-tax basis, for the additional cost incurred by the Executive for such other employer(s)health insurance benefits. During any period with respect to which the Company makes such reimbursement payments to the Executive, the Executive shall be treated herein as receiving such 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 the 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 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 "Benefits Period"), the Company shall provide the Executive with group term life insurance, health insurance and long-term disability 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 a Change in Control which reduction constitutes or may constitute Good Reason). Benefits otherwise receivable by 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 increased costs paid by the Executive after the Change in Control which constituted or 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 end of the Benefits Period. The Executive agrees to report to the Company any coverage and benefits actually received by 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 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 "Benefits Period")Termination, the Company shall provide the Executive with group term life insurance, health insurance health, disability and long-term disability insurance 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 a the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute Good God Reason). Benefits otherwise receivable by the an 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 increased increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constituted constitutes or might have constituted 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 end third anniversary of the Benefits PeriodExecutive'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 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 Termination (the "Benefits Period")Change in Control, the Company shall provide the Executive with group term life insurance, health insurance and long-term disability 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 a Change in Control which reduction constitutes or may constitute Good Reason)as the "Benefits Period". Benefits otherwise receivable by the Executive pursuant to this Section 2.6(B)(ii6(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 2.6(B)(ii) 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 increased costs paid by the Executive after the Change in Control which constituted or might have constituted 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 end of the Benefits Periodapplicable period as set forth in this Section 6(i). The Executive agrees to report If health insurance benefits are provided or made available to the Company Executive by any coverage and benefits actually received other employer(s) of the Executive during the Benefits Period at a cost that is not commensurate with the cost incurred by the Executive from immediately prior to the Executive's Date of Termination, the Company may, at its election, make periodic cash payments to the Executive that are sufficient to reimburse the Executive, in advance and on a before-tax basis, for the additional cost incurred by the Executive for such other employer(s)health insurance benefits. During any period with respect to which the Company makes such reimbursement payments to the Executive, the Executive shall be treated herein as receiving such 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 the 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 Termination (the "Benefits Period")termination, the Company shall continue to pay the Company portion of any premiums and otherwise provide the Executive Employee with group term life insurancemedical, health insurance dental and long-term disability insurance 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 a the potential change in control of the Company preceding the Change in Control or the Change in Control which reduction constitutes or may constitute 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 the Executive an Employee pursuant to this Section 2.6(B)(iisubsection 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 2.6(B)(iisubsection 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 increased increase in costs paid by the Executive Employee after the potential change in control of the Company preceding the Change in Control or the Change in Control which constituted constitutes or might have constituted 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 end first anniversary of the Benefits PeriodEmployee’s date of termination. The Executive Employee agrees to report to the Company any coverage and benefits actually received by the Executive Employee or made available to the 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 the 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 ------------------ 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 "Benefits Period"), the Company shall provide the Executive with group term life insurance, health insurance and long-term disability 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 a Change in Control which reduction constitutes or may constitute Good Reason). Benefits otherwise receivable by 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 increased costs paid by the Executive after the Change in Control which constituted or 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 end of the Benefits Period. The Executive agrees to report to the Company any coverage and benefits actually received by 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 Until the earlier of May 18, 2014 or the date on which the Executive becomes employed by a twenty-four (24) month ------------------ period (or, if lessnew employer, the number Company shall, (A) to the extent that benefits under any of months from the Date of Termination until Company’s medical, dental, life insurance, disability and accidental death and dismemberment benefit plans, or materially equivalent plans maintained by the Company in replacement thereof (the “Health Plans”) will not be taxable to the Executive, provide continued coverage at the Company’s expense under any such plans to the Executive and his spouse, or (B) to the extent that benefits under any Health Plan would have reached age sixty-five be taxable to the Executive, access to the Executive and his spouse to such Health Plan by 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 (65)) after provided, in the Date case of Termination this clause (the "Benefits Period"B), the Company shall provide amount of reimbursement during the Executive with group term life insurance, health insurance and long-term disability insurance benefits ("Welfare Benefits") substantially similar in all respects to those which period from the Executive is receiving immediately prior to Merger Date through the Notice of Termination (without giving effect to any reduction in such benefits subsequent to a Change in Control which reduction constitutes or may constitute Good Reason). Benefits otherwise receivable by the Executive pursuant to this Section 2.6(B)(ii) Delayed Payment Date shall be reduced to the extent substantially similar benefits are actually received by or made available paid to the Executive by any other employer during on the same time period Delayed Payment Date, without interest), in either case 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 and the cost incurred by 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 increased costs paid by the Executive after the Change in Control which constituted or might have constituted 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 end of the Benefits Period. The Executive agrees to report benefits provided to the Company Executive under this Subsection 3(b) during any coverage and calendar year shall not affect the benefits actually received by 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 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.