Common use of Continued Coverage Clause in Contracts

Continued Coverage. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, the Executive shall be entitled to the following special benefits: (i) The Executive shall be entitled to participate (treating the Executive as an active employee for this purpose) in the group health plan or program and the group dental plan or program (in each case whether insured or self-insured, or any combination thereof) provided by the Company for the benefit of its active employees and their dependents (the “Company Health Care Plan”) during the Compensation Period (the “Continuation Coverage”). The Company shall use its best efforts to provide the Executive and his dependents with the Continuation Coverage under the Company Health Care Plan, including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance contract. During the Compensation Period, the Executive shall pay the entire premium required for the Continuation Coverage under the Company Health Care Plan. The premium required for the Continuation Coverage during the first eighteen (18) months of the Compensation Period (or the entire Compensation Period if the duration of the Compensation Period is less than eighteen (18) months) shall be equal to the premium required by the continuation of coverage requirements of Section 4980B of the Code and Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), for such Continuation Coverage (the “COBRA Rate”). During the remainder of the Compensation Period, if any, the premium required for the Continuation Coverage shall be the greater of the COBRA Rate or the actuarially determined cost of the Continuation Coverage as determined by an actuary selected by the Company. (ii) If at any time during the Compensation Period the Company is unable for whatever reason to provide the Executive with the Continuation Coverage under the Company Health Care Plan, the Company shall use its best efforts to provide the Executive coverage under an individual policy of health insurance (the “Individual Health Care Policy”) providing coverage which is substantially identical to the Continuation Coverage to be provided under the Company Health Care Plan. In such event, the Executive shall pay the entire premium charged for coverage of the Executive and his dependents under the Individual Health Care Policy. (iii) The Continuation Coverage provided to the Executive and his dependents pursuant to this Section 4(b) is intended to satisfy the continuation of coverage requirements of COBRA. In the event that the period of Continuation Coverage expires prior to the end of the period of continuation coverage to which the Executive and his dependents would be entitled under COBRA (the “COBRA Period”), the Executive and/or his dependents may elect continuation coverage under COBRA (“COBRA Coverage”) for the remainder of the COBRA Period. The Executive and/or his dependents shall be responsible for paying the full amount of the premium charged for such COBRA Coverage under the Company Health Care Plan at the COBRA Rate. Notwithstanding the foregoing provisions of this subsection (iii), in the event that the Continuation Coverage for whatever reason does not satisfy the continuation of coverage requirements of COBRA, the Executive and/or his dependents shall be entitled to elect COBRA Coverage in lieu of the Continuation Coverage described in this Section 4(b). In such event, the Executive and/or his dependents shall be responsible for paying the full amount of the premium charged for such COBRA Coverage under the Company Health Care Plan at the COBRA Rate. (iv) During the Compensation Period, the Company shall pay to the Executive a monthly special benefit as determined pursuant to the provisions of this subsection (iv) (the “Special Benefit”). The amount of the monthly Special Benefit shall be equal to that portion of the premium paid by the Executive for the Continuation Coverage that exceeds the amount required to be paid by an “active employee” for his share of the cost of family coverage. Such Special Benefit shall be paid to the Executive on the 20th day of each calendar month during the Compensation Period, or within ten (10) business days thereafter. In addition, the Company shall pay to the Executive an annual special bonus equal to the amount necessary to pay any federal income tax, state income tax, or other tax imposed upon the Executive as a result of the receipt of the Continuation Coverage and the Special Benefit payment provided for in this Section 4(b). For purposes of determining the amount of the annual special bonus, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation for individuals in the calendar year in which the special bonus is paid. In addition, the Executive shall be deemed to pay state income taxes at a rate determined in accordance with the following formula: (1 – (highest marginal rate of federal income taxation for individuals)) X (highest marginal rate of income tax in the state in which the Executive is domiciled for individuals in the calendar year in which the special bonus is paid). The amount of the special bonus shall be determined by the Company’s outside independent accountants. The determination of the accounting firm shall be final and binding on the Company and the Executive. The special bonus shall be paid to the Executive in a single lump sum payment on or prior to December 31 of each calendar year during which the Continuation Coverage is provided pursuant to this Section 4(b). (v) In addition to participation in the Company Health Care Plan during the Compensation Period, the Executive shall as permitted by Code Section 409A also be entitled to participate (treating the Executive as an “active” employee of the Company for this purpose) during the Compensation Period in the other Welfare Benefit Plans in which he participated immediately prior to his Date of Termination and the benefits under such other Welfare Benefit Plans shall be made available under the same terms and conditions available to active employees (e.g., employee contributions are required for certain benefits that are in effect for active employees who are similarly situated). Notwithstanding the foregoing, the Company shall be entitled to provide an alternate form of any particular benefit so long as such alternate form of benefit is substantially equivalent and no lapses in coverage of the Executive result from such change in benefits. (vi) The Executive’s accrued benefits as of the Date of Termination under any other of the Company’s employee benefit plans shall be paid to the Executive in accordance with the terms of such plans. In addition, in the event of a Qualifying Termination, the Company shall provide the Executive with one (1) additional year of service credit under all non-qualified retirement plans and excess benefit plans in which the Executive participated as of his Date of Termination.

Continued Coverage. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, the Executive shall be entitled to the following special benefits: (i) The Executive shall be entitled to participate (treating the Executive as an active employee for this purpose) in the group health plan or program and the group dental plan or program (in each case whether insured or self-insured, or any combination thereof) provided by the Company for the benefit of its active employees and their dependents (the “Company Health Care Plan”) during the Compensation Period (the “Continuation Coverage”). The Company shall use its best efforts to provide the Executive and his dependents with the Continuation Coverage under the Company Health Care Plan, including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance contract. During the Compensation Period, the Executive shall pay the entire premium required for the Continuation Coverage under the Company Health Care Plan. The premium required for the Continuation Coverage during the first eighteen (18) months of the Compensation Period (or the entire Compensation Period if the duration of the Compensation Period is less than eighteen (18) months) shall be equal to the premium required by the continuation of coverage requirements of Section 4980B of the Code and Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), for such Continuation Coverage (the “COBRA Rate”). During the remainder of the Compensation Period, if any, the premium required for the Continuation Coverage shall be the greater of the COBRA Rate or the actuarially determined cost of the Continuation Coverage as determined by an actuary selected by the Company. (ii) If at any time during the Compensation Period the Company is unable for whatever reason to provide the Executive with the Continuation Coverage under the Company Health Care Plan, the Company shall use its best efforts to provide the Executive coverage under an individual policy of health insurance (the “Individual Health Care Policy”) providing coverage which is substantially identical to the Continuation Coverage to be provided under the Company Health Care Plan. In such event, the Executive shall pay the entire premium charged for coverage of the Executive and his dependents under the Individual Health Care Policy. (iii) The Continuation Coverage provided to the Executive and his dependents pursuant to this Section 4(b) is intended to satisfy the continuation of coverage requirements of COBRA. In the event that the period of Continuation Coverage expires prior to the end of the period of continuation coverage to which the Executive and his dependents would be entitled under COBRA (the “COBRA Period”), the Executive and/or his dependents may elect continuation coverage under COBRA (“COBRA Coverage”) for the remainder of the COBRA Period. The Executive and/or his dependents shall be responsible for paying the full amount of the premium charged for such COBRA Coverage under the Company Health Care Plan at the COBRA Rate. Notwithstanding the foregoing provisions of this subsection (iii), in the event that the Continuation Coverage for whatever reason does not satisfy the continuation of coverage requirements of COBRA, the Executive and/or his dependents shall be entitled to elect COBRA Coverage in lieu of the Continuation Coverage described in this Section 4(b). In such event, the Executive and/or his dependents shall be responsible for paying the full amount of the premium charged for such COBRA Coverage under the Company Health Care Plan at the COBRA Rate. (iv) During the Compensation Period, the Company shall pay to the Executive a monthly special benefit as determined pursuant to the provisions of this subsection (iv) (the “Special Benefit”). The amount of the monthly Special Benefit shall be equal to that portion of the premium paid by the Executive for the Continuation Coverage that exceeds the amount required to be paid by an “active employee” for his share of the cost of family coverage. Such Special Benefit shall be paid to the Executive on the 20th day of each calendar month during the Compensation Period, or within ten (10) business days thereafter. In addition, the Company shall pay to the Executive an annual special bonus equal to the amount necessary to pay any federal income tax, state income tax, or other tax imposed upon the Executive as a result of the receipt of the Continuation Coverage and the Special Benefit payment provided for in this Section 4(b). For purposes of determining the amount of the annual special bonus, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation for individuals in the calendar year in which the special bonus is paid. In addition, the Executive shall be deemed to pay state income taxes at a rate determined in accordance with the following formula: (1 – (highest marginal rate of federal income taxation for individuals)) X (highest marginal rate of income tax in the state in which the Executive is domiciled for individuals in the calendar year in which the special bonus is paid). The amount of the special bonus shall be determined by the Company’s outside independent accountants. The determination of the accounting firm shall be final and binding on the Company and the Executive. The special bonus shall be paid to the Executive in a single lump sum payment on or prior to December 31 of each calendar year during which the Continuation Coverage is provided pursuant to this Section 4(b). (v) In addition to participation in the Company Health Care Plan during the Compensation Period, the Executive shall as permitted by Code Section 409A also be entitled to participate (treating the Executive as an “active” employee of the Company for this purpose) during the Compensation Period in the other Welfare Benefit Plans in which he participated immediately prior to his Date of Termination and the benefits under such other Welfare Benefit Plans shall be made available under the same terms and conditions available to active employees (e.g., employee contributions are required for certain benefits that are in effect for active employees who are similarly situated). Notwithstanding the foregoing, the Company shall be entitled to provide an alternate form of any particular benefit so long as such alternate form of benefit is substantially equivalent and no lapses in coverage of the Executive result from such change in benefits. (vi) The Executive’s accrued benefits as of the Date of Termination under any other of the Company’s employee benefit plans shall be paid to the Executive in accordance with the terms of such plans. In addition, in the event of a Qualifying Termination, the Company shall provide the Executive with one two (12) additional year years of service credit under all non-qualified retirement plans and excess benefit plans in which the Executive participated as of his Date of Termination.

Continued Coverage. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, the Executive shall be entitled to the following special benefits: (i) The Executive shall be entitled to participate (treating the Executive as an active employee for this purpose) in the group health plan or program and the group dental plan or program (in each case whether insured or self-insured, or any combination thereof) provided by the Company for the benefit of its active employees and their dependents (the “Company Health Care Plan”) during the Compensation Period (the “Continuation Coverage”). The Company shall use its best efforts to provide the Executive and his dependents with the Continuation Coverage under the Company Health Care Plan, including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance contract. During the Compensation Period, the Executive shall pay the entire premium required for the Continuation Coverage under the Company Health Care Plan. The premium required for the Continuation Coverage during the first eighteen (18) months of the Compensation Period (or the entire Compensation Period if the duration of the Compensation Period is less than eighteen (18) months) shall be equal to the premium required by the continuation of coverage requirements of Section 4980B of the Code and Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), for such Continuation Coverage (the “COBRA Rate”). During the remainder of the Compensation Period, if any, the premium required for the Continuation Coverage shall be the greater of the COBRA Rate or the actuarially determined cost of the Continuation Coverage as determined by an actuary selected by the Company. (ii) If at any time during the Compensation Period the Company is unable for whatever reason to provide the Executive with the Continuation Coverage under the Company Health Care Plan, the Company shall use its best efforts to provide the Executive coverage under an individual policy of health insurance (the “Individual Health Care Policy”) providing coverage which is substantially identical to the Continuation Coverage to be provided under the Company Health Care Plan. In such event, the Executive shall pay the entire premium charged for coverage of the Executive and his dependents under the Individual Health Care Policy. (iii) The Continuation Coverage provided to the Executive and his dependents pursuant to this Section 4(b) is intended to satisfy the continuation of coverage requirements of COBRA. In the event that the period of Continuation Coverage expires prior to the end of the period of continuation coverage to which the Executive and his dependents would be entitled under COBRA (the “COBRA Period”), the Executive and/or his dependents may elect continuation coverage under COBRA (“COBRA Coverage”) for the remainder of the COBRA Period. The Executive and/or his dependents shall be responsible for paying the full amount of the premium charged for such COBRA Coverage under the Company Health Care Plan at the COBRA Rate. Notwithstanding the foregoing provisions of this subsection (iii), in the event that the Continuation Coverage for whatever reason does not satisfy the continuation of coverage requirements of COBRA, the Executive and/or his dependents shall be entitled to elect COBRA Coverage in lieu of the Continuation Coverage described in this Section 4(b). In such event, the Executive and/or his dependents shall be responsible for paying the full amount of the premium charged for such COBRA Coverage under the Company Health Care Plan at the COBRA Rate. (iv) During the Compensation Period, the Company shall pay to the Executive a monthly special benefit as determined pursuant to the provisions of this subsection (iv) (the “Special Benefit”). The amount of the monthly Special Benefit shall be equal to that portion of the premium paid by the Executive for the Continuation Coverage that exceeds the amount required to be paid by an “active employee” for his share of the cost of family coverage. Such Special Benefit shall be paid to the Executive on the 20th day of each calendar month during the Compensation Period, or within ten (10) business days thereafter. In addition, the Company shall pay to the Executive an annual special bonus equal to the amount necessary to pay any federal income tax, state income tax, or other tax imposed upon the Executive as a result of the receipt of the Continuation Coverage and the Special Benefit payment provided for in this Section 4(b). For purposes of determining the amount of the annual special bonus, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation for individuals in the calendar year in which the special bonus is paid. In addition, the Executive shall be deemed to pay state income taxes at a rate determined in accordance with the following formula: : (1 – (highest marginal rate of federal income taxation for individuals)) X (highest marginal rate of income tax in the state in which the Executive is domiciled for individuals in the calendar year in which the special bonus is paid). The amount of the special bonus shall be determined by the Company’s outside independent accountants. The determination of the accounting firm shall be final and binding on the Company and the Executive. The special bonus shall be paid to the Executive in a single lump sum payment on or prior to December 31 of each calendar year during which the Continuation Coverage is provided pursuant to this Section 4(b). (v) In addition to participation in the Company Health Care Plan during the Compensation Period, the Executive shall as permitted by Code Section 409A also be entitled to participate (treating the Executive as an “active” employee of the Company for this purpose) during the Compensation Period in the other Welfare Benefit Plans in which he participated immediately prior to his Date of Termination and the benefits under such other Welfare Benefit Plans shall be made available under the same terms and conditions available to active employees (e.g., employee contributions are required for certain benefits that are in effect for active employees who are similarly situated). Notwithstanding the foregoing, the Company shall be entitled to provide an alternate form of any particular benefit so long as such alternate form of benefit is substantially equivalent and no lapses in coverage of the Executive result from such change in benefits. (vi) The Executive’s accrued benefits as of the Date of Termination under any other of the Company’s employee benefit plans shall be paid to the Executive in accordance with the terms of such plans. In addition, in the event of a Qualifying Termination, the Company shall provide the Executive with one (1) additional year of service credit under all non-qualified retirement plans and excess benefit plans in which the Executive participated as of his Date of Termination.

Continued Coverage. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, the Executive shall be entitled to the following special benefits: (i) The Executive shall be entitled to participate (treating the Executive as an active employee for this purpose) in the group health plan or program and the group dental plan or program (in each case whether insured or self-insured, or any combination thereof) provided by the Company for the benefit of its active employees and their dependents (the “Company Health Care Plan”) during the Compensation Period (the “Continuation Coverage”). The Company shall use its best efforts to provide the Executive and his dependents with the Continuation Coverage under the Company Health Care Plan, including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance contract. During the Compensation Period, the Executive shall pay the entire premium required for the Continuation Coverage under the Company Health Care Plan. The premium required for the Continuation Coverage during the first eighteen (18) months of the Compensation Period (or the entire Compensation Period if the duration of the Compensation Period is less than eighteen (18) months) shall be equal to the premium required by the continuation of coverage requirements of Section 4980B of the Code and Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), for such Continuation Coverage (the “COBRA Rate”). During the remainder of the Compensation Period, if any, the premium required for the Continuation Coverage shall be the greater of the COBRA Rate or the actuarially determined cost of the Continuation Coverage as determined by an actuary selected by the Company. (ii) If at any time during the Compensation Period the Company is unable for whatever reason to provide the Executive with the Continuation Coverage under the Company Health Care Plan, the Company shall use its best efforts to provide the Executive coverage under an individual policy of health insurance (the “Individual Health Care Policy”) providing coverage which is substantially identical to the Continuation Coverage to be provided under the Company Health Care Plan. In such event, the Executive shall pay the entire premium charged for coverage of the Executive and his dependents under the Individual Health Care Policy. (iii) The Continuation Coverage provided to the Executive and his dependents pursuant to this Section 4(b) is intended to satisfy the continuation of coverage requirements of COBRA. In the event that the period of Continuation Coverage expires prior to the end of the period of continuation coverage to which the Executive and his dependents would be entitled under COBRA (the “COBRA Period”), the Executive and/or his dependents may elect continuation coverage under COBRA (“COBRA Coverage”) for the remainder of the COBRA Period. The Executive and/or his dependents shall be responsible for paying the full amount of the premium charged for such COBRA Coverage under the Company Health Care Plan at the COBRA Rate. Notwithstanding the foregoing provisions of this subsection (iii), in the event that the Continuation Coverage for whatever reason does not satisfy the continuation of coverage requirements of COBRA, the Executive and/or his dependents shall be entitled to elect COBRA Coverage in lieu of the Continuation Coverage described in this Section 4(b). In such event, the Executive and/or his dependents shall be responsible for paying the full amount of the premium charged for such COBRA Coverage under the Company Health Care Plan at the COBRA Rate. (iv) During the Compensation Period, the Company shall pay to the Executive a monthly special benefit as determined pursuant to the provisions of this subsection (iv) (the “Special Benefit”). The amount of the monthly Special Benefit shall be equal to that portion of the premium paid by the Executive for the Continuation Coverage that exceeds the amount required to be paid by an “active employee” for his share of the cost of family coverage. Such Special Benefit shall be paid to the Executive on the 20th day of each calendar month during the Compensation Period, or within ten (10) business days thereafter. In addition, the Company shall pay to the Executive an annual special bonus equal to the amount necessary to pay any federal income tax, state income tax, or other tax imposed upon the Executive as a result of the receipt of the Continuation Coverage and the Special Benefit payment provided for in this Section 4(b). For purposes of determining the amount of the annual special bonus, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation for individuals in the calendar year in which the special bonus is paid. In addition, the Executive shall be deemed to pay state income taxes at a rate determined in accordance with the following formula: (1 – - (highest marginal rate of federal income taxation for individuals)) X (highest marginal rate of income tax in the state in which the Executive is domiciled for individuals in the calendar year in which the special bonus is paid). The amount of the special bonus shall be determined by the Company’s 's outside independent accountants. The determination of the accounting firm shall be final and binding on the Company and the Executive. The special bonus shall be paid to the Executive in a single lump sum payment on or prior to December 31 of each calendar year during which the Continuation Coverage is provided pursuant to this Section 4(b). (v) In addition to participation in the Company Health Care Plan during the Compensation Period, the Executive shall as permitted by Code Section 409A also be entitled to participate (treating the Executive as an “active” employee of the Company for this purpose) during the Compensation Period in the other Welfare Benefit Plans in which he participated immediately prior to his Date of Termination and the benefits under such other Welfare Benefit Plans shall be made available under the same terms and conditions available to active employees (e.g., employee contributions are required for certain benefits that are in effect for active employees who are similarly situated). Notwithstanding the foregoing, the Company shall be entitled to provide an alternate form of any particular benefit so long as such alternate form of benefit is substantially equivalent and no lapses in coverage of the Executive result from such change in benefits. (vi) The Executive’s 's accrued benefits as of the Date of Termination under any other of the Company’s 's employee benefit plans shall be paid to the Executive in accordance with the terms of such plans. In addition, in the event of a Qualifying Termination, the Company shall provide the Executive with one (1) additional year of service credit under all non-qualified retirement plans and excess benefit plans in which the Executive participated as of his Date of Termination.

Continued Coverage. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, the Executive shall be entitled to the following special benefits: (i) The Executive shall be entitled to participate (treating If the Executive as an active employee for this purpose) in timely and properly elects continuation coverage under the group Company’s health care plan or program and the group dental plan or program (in each case whether insured or self-insured, or any combination thereof) provided by the Company for the benefit of its active employees and their dependents (the “Company Health Care Plan”) during the Compensation Period (the “Continuation Coverage”). The Company shall use its best efforts pursuant to provide the Executive and his dependents with the Continuation Coverage under the Company Health Care Plan, including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance contract. During the Compensation Period, the Executive shall pay the entire premium required for the Continuation Coverage under the Company Health Care Plan. The premium required for the Continuation Coverage during the first eighteen (18) months of the Compensation Period (or the entire Compensation Period if the duration of the Compensation Period is less than eighteen (18) months) shall be equal to the premium required by the continuation of coverage requirements of Code Section 4980B of the Code and Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), for such Continuation Coverage (the “COBRA Rate”). During the remainder of the Compensation Period, if any, the premium required for the Continuation Coverage shall be the greater of the COBRA Rate or the actuarially determined cost of the Continuation Coverage as determined by an actuary selected by the Company. (ii) If at any time during the Compensation Reimbursement Period the Company is unable for whatever reason to provide the Executive with the Continuation Coverage under the Company Health Care Plan, (as defined below) the Company shall use its best efforts to provide reimburse the Executive for the difference between the monthly COBRA premium actually paid by the Executive for the level of continuation coverage under an previously elected (e.g., individual policy of health insurance (coverage, individual plus spouse coverage or family coverage), and the “Individual Health Care Policy”) providing coverage which is substantially identical to the Continuation Coverage monthly premium amount required to be provided paid by active employees for the same level of coverage under the Company Health Care Plan. In such event(For clarity, the Executive shall pay the entire premium charged for coverage of the Executive and his dependents under the Individual Health Care Policy. (iii) The Continuation Coverage provided to the Executive and his dependents pursuant to this Section 4(b) is intended to satisfy the continuation of coverage requirements of COBRA. In the event that the period of Continuation Coverage expires prior to the end of the period of continuation coverage to which the Executive and his dependents would be entitled under COBRA (the “COBRA Period”), the Executive and/or his dependents may elect continuation coverage under COBRA (“COBRA Coverage”) for the remainder of the COBRA Period. The Executive and/or his dependents shall be responsible for paying the full amount of the premium charged for such COBRA Coverage under the Company Health Care Plan that is at the COBRA Rate. Notwithstanding same level of or lesser than the foregoing provisions of this subsection (iii), in the event that the Continuation Coverage for whatever reason does not satisfy the continuation level of coverage requirements of COBRA, the Executive and/or his dependents shall be entitled received immediately prior to elect COBRA Coverage in lieu of the Continuation Coverage described in this Section 4(b). In such event, the Executive and/or his dependents shall be responsible for paying the full amount of the premium charged for such COBRA Coverage under the Company Health Care Plan at the COBRA Ratetermination. (iv) During the Compensation Period, the Company shall pay to the Executive a monthly special benefit as determined pursuant to the provisions of this subsection (iv) Such reimbursement (the “Special BenefitReimbursement Payment”). The amount of the monthly Special Benefit shall be equal to that portion of the premium paid by the Executive for the Continuation Coverage that exceeds the amount required to be paid by an “active employee” for his share of the cost of family coverage. Such Special Benefit ) shall be paid to the Executive on periodically in accordance with the 20th day normal payroll practices of each calendar month during the Company. The Executive’s right to receive the Reimbursement Payment shall terminate upon the earlier of: (i) the conclusion of the Compensation Period, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive receives substantially similar coverage from another employer-provided or within ten group plan which may be a plan of his or her new employer or his or her spouse’s employer (10the “Reimbursement Period”). (ii) business days thereafter. In additionaddition to the Reimbursement Payments, the Company shall pay to the Executive an annual special bonus payment equal to the amount necessary to pay any federal income tax, state income tax, tax or other tax imposed upon the Executive as a result of the receipt of the Continuation Coverage and the Special Benefit payment provided for in this Section 4(b)Reimbursement Payments. For purposes of determining the amount of the annual special bonuspayment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation for individuals in the calendar year in which the special bonus is paidReimbursement Payments are received. In addition, the Executive shall be deemed to pay state income taxes at a rate determined in accordance with the following formula: (1 – - (highest marginal rate of federal income taxation for individuals)) X (highest marginal rate of income tax in the state in which the Executive is domiciled for individuals in the calendar year in which the special bonus is paid). The amount of the annual special bonus payment shall be determined by the Company’s outside independent accountants. The determination of the accounting firm shall be final and binding on the Company and the Executive. The annual special bonus payment shall be paid to the Executive in a single lump sum payment on or prior to December 31 of each calendar year during which the Continuation Coverage is provided pursuant to this Section 4(b)Executive receives Reimbursement Payments. (v) In addition to participation in the Company Health Care Plan during the Compensation Period, the Executive shall as permitted by Code Section 409A also be entitled to participate (treating the Executive as an “active” employee of the Company for this purpose) during the Compensation Period in the other Welfare Benefit Plans in which he participated immediately prior to his Date of Termination and the benefits under such other Welfare Benefit Plans shall be made available under the same terms and conditions available to active employees (e.g., employee contributions are required for certain benefits that are in effect for active employees who are similarly situated). Notwithstanding the foregoing, the Company shall be entitled to provide an alternate form of any particular benefit so long as such alternate form of benefit is substantially equivalent and no lapses in coverage of the Executive result from such change in benefits. (viiii) The Executive’s accrued benefits as of the Date of Termination under any other of the Company’s employee benefit plans shall be paid to the Executive in accordance with the terms of such plans. In addition, in the event of a Qualifying Termination, the Company shall provide the Executive with one (1) additional year of service credit under all non-qualified retirement plans and excess benefit plans in which the Executive participated as of his Date of Termination.