Common use of Continued Employee Benefits Clause in Contracts

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine twelve (912) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine twelve (912) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine twelve (912) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine twelve (912) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine (9) 12 months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) 12 payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.. 0000 Xxxxxxxxx Xxxxxxx, Xxx 000, Xxx Xxxxx, XX 00000, Xxxxxx Xxxxxx Tel: 000.000.0000 xxx.xxxxxxxxxxxx.xxx

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine (9) 12 months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) 12 payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company or its subsidiary shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s or its subsidiary’s, as applicable, health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until Severance Period. Notwithstanding the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company or its subsidiary to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof or its subsidiary instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has paid an amount equal to nine (9) payments. For the avoidance of doubtSeverance Period, the provided that, any taxable payments in lieu under this Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreementextent not otherwise satisfied with continuation coverage). However, if at any time the Company determines period comprising the sum of the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law and the ten (including10)-day period described in Section 7(e)(3) below spans two calendar years, without limitation, then the payments which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company or its subsidiary shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s or its subsidiary’s, as applicable, health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until Severance Period. Notwithstanding the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company or its subsidiary to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof or its subsidiary instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has paid an amount equal to nine (9) payments. For the avoidance of doubtSeverance Period, the provided that, any taxable payments in lieu under this Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreementextent not otherwise satisfied with continuation coverage). However, if at any time the Company determines period comprising the sum of the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law and the ten (including, without limitation, Section 2716 10)-day period described in clause (3) of the Public Health Service Act)second sentence of Section 7(e) below spans two calendar years, Executive then the payments which constitute deferred compensation subject to Section 409A will not receive in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine twelve (912) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine twelve (912) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine six (96) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine six (96) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine twelve (912) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine twelve (912) payments. For the avoidance of doubt, the taxable payments in lieu of COC COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) ), within the time period prescribed pursuant to COBRA COBRA, for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of of: (A) a period of nine (9) months from the date of Executive’s termination Termination of employmentEmployment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines determines, in its sole discretion discretion, that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination Termination of employment Employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination Termination of employment Employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines determines, in its sole discretion discretion, that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985COBRA, as amended (“COBRA”) within the time period prescribed pursuant to COBRA COBRA, for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of of: (A) a period of nine eighteen (918) months from the date of Executive’s termination Termination of employmentEmployment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines determines, in its sole discretion discretion, that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination Termination of employment Employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination Termination of employment Employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine eighteen (918) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines determines, in its sole discretion discretion, that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary same period that the Executive is paid severance benefits pursuant to continue group health insurance benefits for Executive and Section 2(a) following the Executive’s Separation or, if earlier, until Executive is eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has period that the Executive is paid an amount equal severance benefits pursuant to nine (9Section 2(a) payments. For after the avoidance of doubtSeparation, the provided that, any taxable payments in lieu under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreement, if at any time extent not otherwise satisfied with continuation coverage). Executive shall have no right to an additional gross-up payment to account for the Company determines in its sole discretion fact that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary same period that the Executive is paid severance benefits pursuant to continue group health insurance benefits for Executive and Section 2(a) following the Executive’s Separation or, if earlier, until Executive is eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), ) which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has period that the Executive is paid an amount equal severance benefits pursuant to nine (9Section 2(a) payments. For after the avoidance of doubtSeparation, the provided that, any taxable payments in lieu under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreementextent not otherwise satisfied with continuation coverage). However, if at any time the Company determines period comprising the sum of the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law and the ten (including10)-day period described in Section 7(e)(3) below spans two calendar years, without limitation, then the payments which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine twelve (912) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine twelve (912) payments. Any such taxable monthly payment will be paid in accordance with the schedule set forth in Section 8(b). For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine eighteen (918) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine eighteen (918) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine eighteen (918) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly lump sum payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage) multiplied by eighteen (18), which payments payment will be made regardless of whether Executive elects COBRA continuation coverage and coverage. Any such taxable lump sum payment will commence on be paid in accordance with the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) paymentsschedule set forth in Section 8(b). For the avoidance of doubt, the taxable payments payment in lieu of COC COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments payment contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine twelve (912) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine twelve (912) payments. Any such taxable monthly payment will be paid in accordance with the schedule set forth in Section 9(b). For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine six (96) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine six (96) months of payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company or its subsidiaries shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s or its subsidiary’s, as applicable, health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until Severance Period. Notwithstanding the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company or its subsidiary to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof or its subsidiary instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has paid an amount equal to nine (9) payments. For the avoidance of doubtSeverance Period, the provided that, any taxable payments in lieu under this Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreementextent not otherwise satisfied with continuation coverage). However, if at any time the Company determines period comprising the sum of the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law and the ten (including10)-day period described in Section 7(e)(3) below spans two calendar years, without limitation, then the payments which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary same period that the Executive is paid severance benefits pursuant to continue group health insurance benefits for Executive and Section 2(a) following the Executive’s Separation or, if earlier, until Executive is eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has period that the Executive is paid an amount equal severance benefits pursuant to nine (9Section 2(a) payments. For after the avoidance of doubtSeparation, the provided that, any taxable payments in lieu under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreementextent not otherwise satisfied with continuation coverage). However, if at any time the Company determines period comprising the sum of the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law and the ten (including10)-day period described in Section 7(e)(3) below spans two calendar years, without limitation, then the payments which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine twelve (912) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine twelve (912) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation Company-paid health, dental, vision, long-term disability and life insurance coverage pursuant at the same level of coverage as was provided to such Employee immediately prior to the Consolidated Omnibus Budget Reconciliation Act Change of 1985Control and at the same ratio of Company premium payment to Employee premium payment as was in effect immediately prior to the Change of Control (the “Company-Paid Coverage”). If such coverage included the Employee’s dependents immediately prior to the Change of Control, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the such dependents shall also be covered at Company will reimburse Executive for the premiums necessary to expense. Company-Paid Coverage shall continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine twenty-four (924) months from the date of Executive’s termination of employmenttermination, or (B) the date upon which Executive and/or Executive’s eligible the Employee and his or her dependents becomes become covered under similar another employer’s group health, dental, vision, long-term disability or life insurance plans that provide Employee and his or her dependents with comparable benefits and levels of coverage. Company-Paid Coverage shall be paid directly by the Company to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. Notwithstanding the foregoing, if the Employee is a “specified employee” (Cas described in Section 5(f) below) on the date of the Employee’s “separation from service” (as described in Section 5(f) below), continued coverage under the long-term disability and life insurance plans shall be solely at the expense of the Employee for the period beginning on the date of the Employee’s separation and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her separation (or, in the event of his or her death, at such earlier time as provided in Section 5(f) below), the Company shall reimburse the Employee for the Company-Paid Coverage portion of such expense in a lump sum cash payment. Thereafter, Company-Paid Coverage under the long-term disability and life insurance plans shall be paid directly by the Company to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. For purposes of Title X of the Consolidated Budget Reconciliation Act of 1985 (“COBRA”), the date of the “qualifying event” for Employee and his or her dependents shall be the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiumsCompany-Paid Coverage terminates.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits under COBRA for Executive and Executive’s eligible dependents until the earlier of (A) a period the duration of nine (9) months from the date of CIC Severance Period following Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “CIC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the CIC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date end of the Company has paid an amount equal to nine (9) paymentsCIC Severance Period. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for CIC COBRA premiums.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and twelve (12) month period following the Executive’s Separation or, if earlier, until Executive is eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has paid an amount equal to nine period twelve (912) payments. For months after the avoidance of doubtSeparation, the provided that, any taxable payments in lieu under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreementextent not otherwise satisfied with continuation coverage). However, if at any time the Company determines period comprising the sum of the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law and the ten (including10)-day period described in Section 7(e)(3) below spans two calendar years, without limitation, then the payments which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for pay Executive’s group health insurance provider the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) a period of [Tier 1: twenty-four (24) /Tier 2: fifteen (15) /Tier 3: nine (9) )] months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursementspayments, the “COBRA COC Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA COC Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to [Tier 1: twenty-four (24) /Tier 2: fifteen (15) /Tier 3: nine (9) )] payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation Company-paid health, dental, vision, long-term disability and life insurance coverage pursuant at the same level of coverage as was provided to such Employee immediately prior to the Consolidated Omnibus Budget Reconciliation Act Change of 1985Control and at the same ratio of Company premium payment to Employee premium payment as was in effect immediately prior to the Change of Control (the “Company-Paid Coverage”). If such coverage included the Employee’s dependents immediately prior to the Change of Control, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the such dependents shall also be covered at Company will reimburse Executive for the premiums necessary to expense. Company-Paid Coverage shall continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (Ai) a period of nine twenty-four (924) months from the date of Executive’s termination of employmenttermination, or (Bii) the date upon which Executive and/or Executive’s eligible the Employee and his or her dependents becomes become covered under similar another employer’s group health, dental, vision, long-term disability or life insurance plans that provide Employee and his or her dependents with comparable benefits and levels of coverage. Notwithstanding the foregoing, if the Employee is a “specified employee” (Cas described in Section 5(f) below) on the date of the Employee’s termination, continued coverage under the health, dental, vision, long-term disability and life insurance plans shall be solely at the expense of the Employee for the period beginning on the date of the Employee’s termination and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her termination (or, in the event of his or her death, at such earlier time as provided in Section 5(f) below), the Company shall reimburse the Employee for the Company-Paid Coverage portion of such expense in a lump sum cash payment. Thereafter, Company-Paid Coverage shall be paid directly by the Company to the applicable insurer and/or administrator. For purposes of Title X of the Consolidated Budget Reconciliation Act of 1985 (“COBRA”), the date of the “qualifying event” for Employee and his or her dependents shall be the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiumsCompany-Paid Coverage terminates.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of Executive for Executive Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of [CEO: twelve (A) a period of 12)] [Other Key Executives: nine (9) )] months from following the last date of Executive’s termination of employment, (B) the date upon on which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be was eligible for such coverage under COBRA (such reimbursements, as an active employee of the “COBRA Premiums”)Company. HoweverNotwithstanding the foregoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the CIC Qualifying Termination (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following the date of Executive’s termination CIC Qualifying Termination and (ii) the effective date of employment the Company’s determination of violation of applicable law, and will shall end on the earlier of date that is [CEO: twelve (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to 12)] [Other Key Executives: nine (9) payments. For )] months following the avoidance last date on which Executive was eligible for such coverage as an active employee of doubtthe Company, the provided that, any taxable payments in lieu under Section 1(c) will not be paid before the first business day occurring after the sixtieth (60th) day following the date of COBRA Premiums may be used for Executive’s CIC Qualifying Termination and, once they commence, will include any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything unpaid amounts accrued from the date of Executive’s CIC Qualifying Termination (to the contrary under this Agreement, if at any time extent not otherwise satisfied with continuation coverage). Executive shall have no right to an additional gross-up payment to account for the Company determines in its sole discretion fact that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company or its successor shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and twelve (12) month period following the Executive’s Separation or, if earlier, until Executive is eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will coverage, shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has paid an amount equal to nine period twelve (912) payments. For months after the avoidance of doubtSeparation, the provided that, any taxable payments under Section 3(c) will not be paid before the Executive satisfies the requirements set forth in lieu Section 4 hereof and, once they commence, which shall be within sixty (60) days following the Separation or the date of COBRA Premiums may be used for the Company’s determination of violation of applicable law, as applicable, will include any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything unpaid amounts accrued from the date of Executive’s Separation (to the contrary under this Agreement, if at any time extent not otherwise satisfied with continuation coverage). If the Company determines period comprising the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law plus, if applicable, the ten (including10)-day period described in Section 7(e) spans two calendar years, without limitation, then the payments which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents), the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents under COBRA until the earlier of (A) a period the duration of nine (9) months from the date of Severance Period following Executive’s termination of employmenttermination, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date end of the Company has paid an amount equal to nine (9) paymentsSeverance Period. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine six (96) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine six (96) months of payments. For the avoidance of doubt, the taxable payments in lieu of COC COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine six (96) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), ) in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine six (96) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine twenty-four (924) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine twenty-four (924) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine six (96) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Joh - Executive Employment Agreement Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine six (96) months payments. For the avoidance of doubt, the taxable payments in lieu of COC COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine [CEO: eighteen (918) /All Others: twelve (12)] months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine [CEO: eighteen (918) /All Others: twelve (12)] payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation Company-paid health, dental, vision, long-term disability and life insurance coverage pursuant at the same level of coverage as was provided to such Employee immediately prior to the Consolidated Omnibus Budget Reconciliation Act Change of 1985Control and at the same ratio of Company premium payment to Employee premium payment as was in effect immediately prior to the Change of Control (the “Company-Paid Coverage”). If such coverage included the Employee’s dependents immediately prior to the Change of Control, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the such dependents shall also be covered at Company will reimburse Executive for the premiums necessary to expense. Company-Paid Coverage shall continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (Ai) a period of nine twenty-four (924) months from the date of Executive’s termination of employmenttermination, or (Bii) the date upon which Executive and/or Executive’s eligible the Employee and his or her dependents becomes become covered under similar another employer’s group health, dental, vision, long-term disability or life insurance plans that provide Employee and his or her dependents with comparable benefits and levels of coverage. Company-Paid Coverage shall be paid directly by the Company to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. Notwithstanding the foregoing, if the Employee is a “specified employee” (Cas described in Section 5(f) below) on the date of the Employee’s “separation from service” (as described in Section 5(f) below), continued coverage under the long-term disability and life insurance plans shall be solely at the expense of the Employee for the period beginning on the date of the Employee’s separation and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her separation (or, in the event of his or her death, at such earlier time as provided in Section 5(f) below), the Company shall reimburse the Employee for the Company-Paid Coverage portion of such expense in a lump sum cash payment. Thereafter, Company-Paid Coverage under the long-term disability and life insurance plans shall be paid directly by the Company to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. For purposes of Title X of the Consolidated Budget Reconciliation Act of 1985 (“COBRA”), the date of the “qualifying event” for Employee and his or her dependents shall be the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiumsCompany-Paid Coverage terminates.

Continued Employee Benefits. If Executive elects continuation Company-paid health, dental, vision, long-term disability and life insurance coverage pursuant at the same level of coverage as was provided to such Employee immediately prior to the Consolidated Omnibus Budget Reconciliation Act Change of 1985Control and at the same ratio of Company premium payment to Employee premium payment as was in effect immediately prior to the Change of Control (the “Company-Paid Coverage”). If such coverage included the Employee’s dependents immediately prior to the Change of Control, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the such dependents shall also be covered at Company will reimburse Executive for the premiums necessary to expense. Company-Paid Coverage shall continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (Ai) a period of nine twelve (912) months from the date of Executive’s termination of employmenttermination, or (Bii) the date upon which Executive and/or Executive’s eligible the Employee and his or her dependents becomes become covered under similar another employer’s group health, dental, vision, long-term disability or life insurance plans that provide Employee and his or her dependents with comparable benefits and levels of coverage. Company-Paid Coverage shall be paid directly by the Company to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. Notwithstanding the foregoing, if the Employee is a “specified employee” (Cas described in Section 5(f) below) on the date of the Employee’s “separation from service” (as described in Section 5(f) below), continued coverage under the long-term disability and life insurance plans shall be solely at the expense of the Employee for the period beginning on the date of the Employee’s separation and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her separation (or, in the event of his or her death, at such earlier time as provided in Section 5(f) below), the Company shall reimburse the Employee for the Company-Paid Coverage portion of such expense in a lump sum cash payment. Thereafter, Company-Paid Coverage under the long-term disability and life insurance plans shall be paid directly by the Company to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. For purposes of Title X of the Consolidated Budget Reconciliation Act of 1985 (“COBRA”), the date of the “qualifying event” for Employee and his or her dependents shall be the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiumsCompany-Paid Coverage terminates.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums necessary for such coverage (at the coverage levels in effect immediately prior to continue group health insurance benefits for Executive and Executive’s eligible dependents termination) until the earlier of (A) a period of nine eighteen (918) months from the last date of Executive’s termination employment of employmentExecutive with the Company, or (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) plans. COBRA reimbursements will be made by the date upon which Company to Executive ceases to be eligible for coverage under COBRA (such reimbursements, consistent with the “COBRA Premiums”)Company’s normal expense reimbursement policy. HoweverNotwithstanding the previous sentence, if the Company determines in its sole discretion that it cannot pay provide the COBRA Premiums foregoing benefit without potentially violating violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will shall in lieu thereof provide to Executive a taxable monthly payment payment, payable on the last day of a given month (except as provided by the following sentence)month, in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment date (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the month following Executive’s termination of employment and will shall end on the earlier of (x) the date upon which Executive obtains other employment employment, or (y) the date the Company has paid an amount equal to nine eighteen (918) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will shall be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums necessary for such coverage (at the coverage levels in effect immediately prior to continue group health insurance benefits for Executive and Executive’s eligible dependents termination) until the earlier of (A) a period of nine eighteen (918) months from the last date of Executive’s termination employment of employmentthe Executive with the Company, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans plans, or (C) the date upon which Executive ceases to be eligible for coverage under COBRA. COBRA (such reimbursements, reimbursements will be made by the “COBRA Premiums”Company to Executive consistent with the Company’s normal expense reimbursement policy. Notwithstanding the first sentence of this Section 3(a)(iii). However, if the Company determines in its sole discretion that it cannot pay provide the COBRA Premiums foregoing benefit without potentially violating violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly lump-sum payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment date (which amount will be based on the premium for the first month of COBRA coverage), multiplied by eighteen (18), which payments payment will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) paymentscoverage. For the avoidance of doubt, the taxable payments payment in lieu of COBRA Premiums reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary same period that the Executive is paid severance benefits pursuant to continue group health insurance benefits for Executive and Section 2(a) following the Executive’s Separation or, if earlier, until Executive is eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment #95708694v1 becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has period that the Executive is paid an amount equal severance benefits pursuant to nine (9Section 2(a) payments. For after the avoidance of doubtSeparation, the provided that, any taxable payments in lieu under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreementextent not otherwise satisfied with continuation coverage). However, if at any time the Company determines period comprising the sum of the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law and the ten (including10)-day period described in Section 6(f) below spans two calendar years, without limitation, then any payments which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine twelve (912) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.twelve

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine six (96) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount Joh - Executive Employment Agreement equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine six (96) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) ), within the time period prescribed pursuant to COBRA COBRA, for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of of: (A) a period of nine twelve (912) months from the date of Executive’s termination Termination of employmentEmployment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines determines, in its sole discretion discretion, that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination Termination of employment Employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination Termination of employment Employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine twelve (912) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines determines, in its sole discretion discretion, that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine six (96) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine [six (96) months of payments. For the avoidance of doubt, the taxable payments in lieu of COC COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums necessary for such coverage (at the coverage levels in effect immediately prior to continue group health insurance benefits for Executive and Executive’s eligible dependents termination) until the earlier of (A) a period of nine twenty-four (924) months from the last date of Executive’s termination employment of employmentthe Executive with the Company, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans plans, or (C) the date upon which Executive ceases to be eligible for coverage under COBRA. COBRA (such reimbursements, reimbursements will be made by the “COBRA Premiums”Company to Executive consistent with the Company’s normal expense reimbursement policy. Notwithstanding the first sentence of this Section 3(a)(iii). However, if the Company determines in its sole discretion that it cannot pay provide the COBRA Premiums foregoing benefit without potentially violating violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly lump-sum payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment date (which amount will be based on the premium for the first month of COBRA coverage), multiplied by twenty-four (24), which payments payment will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) paymentscoverage. For the avoidance of doubt, the taxable payments payment in lieu of COBRA Premiums reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and [twelve (12)]3 / [six (6)]4 month period following the Executive’s Separation or, if earlier, until Executive is eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, 1 CFO 2 Executive officers who are not CEO or CFO 3 CFO 4 Executive officer who are not CEO or CFO determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has paid an amount equal to nine period twelve (9) payments. For 12)]5 / [six (6)]6 months after the avoidance of doubtSeparation, the provided that, any taxable payments in lieu under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreementextent not otherwise satisfied with continuation coverage). However, if at any time the Company determines period comprising the sum of the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law and the ten (including10)-day period described in Section 7(e)(3) below spans two calendar years, without limitation, then the payments which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine twelve (912) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine twelve (912) payments. For Xxxxx - Executive Employment Agreement the avoidance of doubt, the taxable payments in lieu of COC COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine eighteen (918) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly lump sum payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage) multiplied by eighteen (18), which payments payment will be made regardless of whether Executive elects COBRA continuation coverage and coverage. Any such taxable lump sum payment will commence on be paid in accordance with the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) paymentsschedule set forth in Section 9(b). For the avoidance of doubt, the taxable payments payment in lieu of COC COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments payment contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine eighteen (918) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine eighteen (918) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine twelve (912) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine twelve (912) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax Xxxxx - Executive Employment Agreement withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985COBRA, as amended (“COBRA”) within the time period prescribed pursuant to COBRA COBRA, for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of of: (A) a period of nine twenty-four (924) months from the date of Executive’s termination Termination of employmentEmployment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines determines, in its sole discretion discretion, that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination Termination of employment Employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination Termination of employment Employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine twenty-four (924) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines determines, in its sole discretion discretion, that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for pay Executive’s group health insurance provider the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) a period of [Tier 1: twelve (12) /Tier 2: nine (9) /Tier 3: six (6)] months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursementspayments, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to [Tier 1: twelve (12) /Tier 2: nine (9) /Tier 3: six (6)] payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive is participating in the Company’s Benefit Plans at the time of his or her Separation from Service and Executive timely elects continuation continued coverage pursuant to under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for ), Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits receive Company-paid coverage for Executive and Executive’s eligible dependents until under the earlier of (A) a period of nine (9) months Company’s Benefit Plans from the date of Executive’s termination Separation from Service until the earliest of employment(A) eighteen (18) months following Executive’s Separation from Service, (B) the date upon which Executive and/or expiration of Executive’s eligible dependents becomes covered eligibility for the continuation coverage under similar plans COBRA, or (C) the date upon which such time as Executive ceases secures employment with benefits substantially similar, taken as a whole, to be eligible for coverage those provided under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law coverage at that time (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on period from the date of Executive’s termination Separation from Service through the earliest of employment (which amount will be based on the premium for the first month of COBRA coverageA) through (C), which payments will be made regardless of whether Executive elects the “COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdingsPayment Period”). Notwithstanding anything to the contrary under this Agreementforegoing, if at any time the Company determines determines, in its sole discretion discretion, that it cannot provide the payments contemplated by payment of the preceding sentence without violating applicable law COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, Section 2716 of the Public 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Service Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings and deductions. If Executive will not receive such payment becomes eligible for coverage under another employer’s group health plan or any further reimbursements otherwise ceases to be eligible for COBRA premiumsduring the Severance Period, Executive must immediately notify the Company of such event, and all payments and obligations under this Section will cease.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents (as applicable), within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependentsCOBRA, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and for, or pay directly on Executive’s eligible dependents behalf, the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination of employment) until the earlier of (A) a period of nine six (96) months from the last date of Executive’s termination employment of employmentthe Executive with the Company, or (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursementsplans. Provided, the “COBRA Premiums”). Howeverhowever, that if the Company determines in its sole discretion that it cannot pay provide the COBRA Premiums reimbursement benefits without potentially violating applicable law laws (including, without limitation, Section 2716 of the Public Health Service ActAct and the Employee Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof will provide to Executive a taxable monthly lump sum cash payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the product of (x) six (6), multiplied by (y) the monthly COBRA premium that Executive otherwise would be required to pay to continue Executive’s the group health coverage for Executive and Executive’s eligible dependents, as applicable, as in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments payment will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) paymentscoverage. For the avoidance of doubt, the taxable payments payment in lieu of COBRA Premiums reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company or its subsidiary shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s or its subsidiary’s, as applicable, health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until Severance Period. Notwithstanding the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company or its subsidiary to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof or its subsidiary instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has paid an amount equal to nine (9) payments. For the avoidance of doubtSeverance Period, the provided that, any taxable payments in lieu under this Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreementextent not otherwise satisfied with continuation coverage). However, if at any time the Company determines period comprising the sum of the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law and the ten (including10)-day period described in Section 7(e)(3) below spans two calendar years, without limitation, then the payments which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. Executive shall be paid an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary same period that the Executive is paid severance benefits pursuant to continue group health insurance benefits for Executive and Section 1(a) following the Executive’s Separation or, if earlier, until Executive is eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has period that the Executive is paid an amount equal severance benefits pursuant to nine (9Section 1(a) payments. For after the avoidance of doubtSeparation, the provided that, any taxable payments in lieu under Section 1(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreement, if at any time extent not otherwise satisfied with continuation coverage). Executive shall have no right to an additional gross-up payment to account for the Company determines in its sole discretion fact that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine six (96) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine six (96) months payments. For the avoidance of doubt, the taxable payments in lieu of COC COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company Hxxxxx - Xxxxxx - Executive Employment Agreement determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums necessary for such coverage (at the coverage levels in effect immediately prior to continue group health insurance benefits for Executive and Executive’s eligible dependents termination) until the earlier of (A) a period of nine [twenty-four (924) months for the CEO; eighteen (18) months for the other executives] from the last date of Executive’s termination employment of employmentthe Executive with the Company, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans plans, or (C) the date upon which Executive ceases to be eligible for coverage under COBRA. COBRA (such reimbursements, reimbursements will be made by the “COBRA Premiums”Company to Executive consistent with the Company’s normal expense reimbursement policy. Notwithstanding the first sentence of this Section 3(a)(iii). However, if the Company determines in its sole discretion that it cannot pay provide the COBRA Premiums foregoing benefit without potentially violating violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly lump-sum payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment date (which amount will be based on the premium for the first month of COBRA coverage), multiplied by [twenty-four (24) for the CEO; eighteen (18) for the other executives], which payments payment will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) paymentscoverage. For the avoidance of doubt, the taxable payments payment in lieu of COBRA Premiums reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary same period that the Executive is paid severance benefits pursuant to continue group health insurance benefits for Executive and Section 2(a) following the Executive’s Separation or, if earlier, until Executive is eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as aresult of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has period that the Executive is paid an amount equal severance benefits pursuant to nine (9Section 2(a) payments. For after the avoidance of doubtSeparation, the provided that, any taxable payments in lieu under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreement, if at any time extent not otherwise satisfied with continuation coverage). Executive shall have no right to an additional gross-up payment to account for the Company determines in its sole discretion fact that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependentsdependents (as applicable), then the Company will reimburse Executive for the COBRA premiums necessary for such coverage (at the coverage levels in effect immediately prior to continue group health insurance benefits for Executive and Executive’s eligible dependents termination) until the earlier of (A) the expiration of a period of nine twelve (912) months from the date of Executive’s termination of employmenttermination, (B) the date upon which Executive and/or Executive’s eligible dependents becomes become covered under similar a new employer’s group health plans or another group health plan, or (C) the date upon which Executive ceases and/or Executive’s eligible dependents otherwise cease to be eligible for coverage under COBRA (such reimbursementscoverage. The reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy, provided that, in no instance, will the “COBRA Premiums”reimbursements be made before the effective date of the Release. Notwithstanding the first sentence of this Section 2(a)(ii). However, if the Company determines in its sole discretion that it cannot pay provide the COBRA Premiums foregoing benefit without potentially violating violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payment, payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage for Executive and his eligible dependents at coverage levels in effect on the date of immediately prior to Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects or his eligible dependents elect COBRA continuation coverage and will commence on the month first payroll date following Executive’s termination of employment (subject to any delay as may be required by Section 3(b)(ii) of this Agreement) and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine twelve (912) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine (9) 24 months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) 24 payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.. 0000 Xxxxxxxxx Xxxxxxx, Xxx 000, Xxx Xxxxx, XX 00000, Xxxxxx Xxxxxx Tel: 000.000.0000 xxx.xxxxxxxxxxxx.xxx

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine (9) 24 months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) 24 payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of Executive for Executive Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of twelve (A) a period of nine (912) months from following the last date of Executive’s termination of employment, (B) the date upon on which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be was eligible for such coverage under COBRA (such reimbursements, as an active employee of the “COBRA Premiums”)Company. HoweverNotwithstanding the foregoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the CIC Qualifying Termination (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following the date of Executive’s termination CIC Qualifying Termination and (ii) the effective date of employment the Company’s determination of violation of applicable law, and will shall end on the earlier date that is twelve (12) months following the last date on which Executive was eligible for such coverage as an active employee of the Company, provided that, any taxable payments under Section 1(c) will not be paid before the first business day occurring after the sixtieth (x60th) day following the date upon which Executive obtains other employment or (y) of Executive’s CIC Qualifying Termination and, once they commence, will include any unpaid amounts accrued from the date the Company has paid an amount equal to nine of Executive’s CIC Qualifying Termination (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time extent not otherwise satisfied with continuation coverage). Executive shall have no right to an additional gross-up payment to account for the Company determines in its sole discretion fact that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and [twelve (12)]3 / [six (6)]4 month period following the Executive’s Separation or, if earlier, until Executive is eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, 1 CFO 2 Executive officers who are not CEO or CFO 3 CFO 4 Executive officers who are not CEO or CFO determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has paid an amount equal to nine period twelve (9) payments. For 12)]5 / [six (6)]6 months after the avoidance of doubtSeparation, the provided that, any taxable payments in lieu under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreementextent not otherwise satisfied with continuation coverage). However, if at any time the Company determines period comprising the sum of the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law and the ten (including10)-day period described in Section 7(e)(3) below spans two calendar years, without limitation, then the payments which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine six (96) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, including Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine six (96) months of payments. For the avoidance of doubt, the taxable payments in lieu of COC COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, including Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects group health insurance continuation coverage pursuant to Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) ), within the time period prescribed pursuant to COBRA for Executive and Executive, including Executive’s eligible and covered dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents dependents, as applicable, until the earlier of (A) a period of nine (9) [12] [6] [3] months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or and Executive’s eligible dependents becomes dependents, as applicable, become covered under similar plans of another employer, or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). HoweverIf the Company, if the Company however, determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly cash payment for [12] [6] [3] months, which will be payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) paymentsemployment. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to to, continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.. EXHIBIT 10.1

Continued Employee Benefits. If Executive elects continuation will receive Company-paid health, dental, vision and life insurance coverage pursuant at the same level of coverage as provided to Executive immediately prior to the Consolidated Omnibus Budget Reconciliation Act Change in Control and at the same ratio of 1985Company premium payment to Employee premium payment as was in effect immediately prior to the Change of Control (the “Company-Paid Coverage”). If such coverage included Executive’s dependents immediately prior to the Change in Control, such dependents also will be covered at Company expense. Company-Paid Coverage will continue until the earlier of (A) [_______ (______)] months from the date of termination, or (B) the date upon which the Employee and his or her dependents become covered under another employer’s group health, dental, vision, or life insurance plans (as amended (“COBRA”applicable) within the time period prescribed pursuant to COBRA for that provide Executive and his or her dependents with benefits and levels of coverage that are substantially as favorable in the aggregate. Company-Paid Coverage will be paid directly by the Company to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. Notwithstanding the foregoing, if the Executive is a “specified employee” (as described in Section 4(c) below) on the date of Executive’s eligible dependents“separation from service” (as described in Section 4(c) below), continued coverage under the life insurance plans will be solely at the expense of Executive for the period beginning on the date of Executive’s separation and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her separation (or, in the event of his or her death, at such earlier time as provided in Section 4(c) below), the Company will reimburse Executive for the Company-Paid Coverage portion of such expense in a lump sum cash payment. Thereafter, Company-Paid Coverage under the life insurance plans will be paid directly by the Company to the applicable insurer and/or administrator when premiums necessary to continue group health for such coverage are due in accordance with the terms and conditions of the applicable insurance benefits for Executive and Executive’s eligible dependents until policy or administrative services agreement. For purposes of Title X of the earlier Consolidated Budget Reconciliation Act of 1985 (A) a period of nine (9) months from “COBRA”), the date of Executive’s termination of employment, (B) the “qualifying event” for Employee and his or her dependents will be the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiumsCompany-Paid Coverage terminates.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine six (96) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine six (96) months payments. For the avoidance of doubt, the taxable payments in lieu of COC COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine six (96) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, including Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine six (96) months of payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, including Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums necessary for such coverage (at the coverage levels in effect immediately prior to continue group health insurance benefits for Executive and Executive’s eligible dependents termination) until the earlier of (A) a period of nine twenty-four (924) months from the last date of Executive’s termination employment of employmentExecutive with the Company, or (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) plans. COBRA reimbursements will be made by the date upon which Company to Executive ceases to be eligible for coverage under COBRA (such reimbursements, consistent with the “COBRA Premiums”)Company’s normal expense reimbursement policy. HoweverNotwithstanding the previous sentence, if the Company determines in its sole discretion that it cannot pay provide the COBRA Premiums foregoing benefit without potentially violating violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will shall in lieu thereof provide to Executive a taxable monthly payment payment, payable on the last day of a given month (except as provided by the following sentence)month, in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment date (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the month following Executive’s termination of employment and will shall end on the earlier of (x) the date upon which Executive obtains other employment employment, or (y) the date the Company has paid an amount equal to nine twenty-four (924) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will shall be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985COBRA, as amended (“COBRA”) within the time period prescribed pursuant to COBRA COBRA, for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of of: (A) a period of nine twelve (912) months from the date of Executive’s termination Termination of employmentEmployment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines determines, in its sole discretion discretion, that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination Termination of employment Employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination Termination of employment Employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine twelve (912) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines determines, in its sole discretion discretion, that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary same period that the Executive is paid severance benefits pursuant to continue group health insurance benefits for Executive and Section 1(a) following the Executive’s Separation or, if earlier, until Executive is eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has period that the Executive is paid an amount equal severance benefits pursuant to nine (9Section 1(a) payments. For after the avoidance of doubtSeparation, the provided that, any taxable payments in lieu under Section 1(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreementextent not otherwise satisfied with continuation coverage). However, if at any time the Company determines period comprising the sum of the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law and the ten (including10)-day period described in Section 5(f) below spans two calendar years, without limitation, then any payments which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive elects group health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA within the time period prescribed pursuant to COBRA for Executive and Executive, including Executive’s eligible and covered dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents COBRA Premiums until the earlier of (A) a period of nine (9) [18] [12] [6] months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or and Executive’s eligible dependents becomes dependents, as applicable, become covered under similar plans of another employer, or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursementsCOBRA. If the Company, the “COBRA Premiums”). Howeverhowever, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly cash payment for [18] [12] [6] months, which will be payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) paymentsemployment. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to to, continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of Executive for Executive Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine (9) months from following the last date of Executive’s termination of employment, (B) the date upon on which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be was eligible for such coverage under COBRA (such reimbursements, as an active employee of the “COBRA Premiums”)Company. HoweverNotwithstanding the foregoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the CIC Qualifying Termination (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following the date of Executive’s termination CIC Qualifying Termination and (ii) the effective date of employment the Company’s determination of violation of applicable law, and will shall end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to that is nine (9) payments. For months following the avoidance last date on which Executive was eligible for such coverage as an active employee of doubtthe Company, the provided that, any taxable payments in lieu under Section 1(c) will not be paid before the first business day occurring after the sixtieth (60th) day following the date of COBRA Premiums may be used for Executive’s CIC Qualifying Termination and, once they commence, will include any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything unpaid amounts accrued from the date of Executive’s CIC Qualifying Termination (to the contrary under this Agreement, if at any time extent not otherwise satisfied with continuation coverage). Executive shall have no right to an additional gross-up payment to account for the Company determines in its sole discretion fact that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company or its successor shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and twelve (12) month period following the Executive’s Separation or, if earlier, until Executive is eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will coverage, shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has paid an amount equal to nine period twelve (912) payments. For months after the avoidance of doubtSeparation, the provided that, any taxable payments under Section 3(c) will not be paid before the Executive satisfies the requirements set forth in lieu Section 4 hereof and, once they commence, which shall be within sixty (60) days following the Separation or the date of COBRA Premiums may be used for the Company’s determination of violation of applicable law, as applicable, will include any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything unpaid amounts accrued from the date of Executive’s Separation (to the contrary under this Agreement, if at any time extent not otherwise satisfied with continuation coverage). If the Company determines period comprising the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law plus, if applicable, the ten (including10)-day period described in Section 7(e) spans two calendar years, without limitation, then the payments which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis. 4.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary same period that the Executive is paid severance benefits pursuant to continue group health insurance benefits for Executive and Section 2(a) following the Executive’s Separation or, if earlier, until Executive is eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has period that the Executive is paid an amount equal severance benefits pursuant to nine (9Section 2(a) payments. For after the avoidance of doubtSeparation, the provided that, any taxable payments in lieu under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreementextent not otherwise satisfied with continuation coverage). However, if at any time the Company determines period comprising the sum of the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law and the ten (including10)-day period described in Section 6(f) below spans two calendar years, without limitation, then any payments which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If the Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of the Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary same period that the Executive is paid severance benefits pursuant to continue group health insurance benefits for Executive and Section 1(a) following the Executive’s eligible dependents Separation or, if earlier, until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s is eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to the Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether the Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which the Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which the Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has period that the Executive is paid an amount equal severance benefits pursuant to nine (9Section 1(a) payments. For after the avoidance of doubtSeparation, the provided that, any taxable payments in lieu under Section 1(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything the Executive’s Separation (to the contrary under this Agreementextent not otherwise satisfied with continuation coverage). However, if at any time the Company determines period comprising the sum of the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law and the ten (including10)-day period described in Section 5(f) below spans two calendar years, without limitationthen any payments 1 For Chief Executive Officer, other C-Level employees and Senior Vice Presidents only. 2 Chief Executive Officer; other C-Level employees; Senior Vice Presidents. ​ ​ which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. The Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine six (96) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine six (96) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law Hxxxxx - Xxxxxx - Executive Employment Agreement (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive timely elects continuation continued coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within ), the time period prescribed pursuant to Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for Executive the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and [twelve (12)]*[nine (9)]** month period following the Executive’s Separation or, if earlier, until Executive is eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes to be covered under similar plans or (C) another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). Howeverforegoing, if the Company determines Company, in its sole discretion discretion, determines that it cannot pay provide the foregoing subsidy of COBRA Premiums coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof instead shall provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s the group health coverage in effect on the date of Executive’s termination of employment the * For our President and Chief Executive Officer. ** For our other executive officers, including our other named executive officers. Separation (which amount will shall be based on the premium for the first month of COBRA coverage), which payments will shall be made regardless of whether Executive elects COBRA continuation coverage and will shall commence on the later of (i) the first day of the month following Executivethe month in which Executive experiences a Separation and (ii) the effective date of the Company’s termination determination of employment violation of applicable law, and will shall end on the earlier of (x) the effective date upon on which Executive obtains other employment becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the date last day of the Company has paid an amount equal to nine period [twelve (12)]*[nine (9) payments. For )]** months after the avoidance of doubtSeparation, the provided that, any taxable payments in lieu under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything Executive’s Separation (to the contrary under this Agreementextent not otherwise satisfied with continuation coverage). However, if at any time the Company determines period comprising the sum of the sixty (60)-day period described in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law and the ten (including10)-day period described in Section 7(e)(3) below spans two calendar years, without limitation, then the payments which constitute deferred compensation subject to Section 2716 of the Public Health Service Act), Executive 409A will not receive in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such payment or any further reimbursements for COBRA premiumspremium amounts are paid on an after-tax basis.

Continued Employee Benefits. If Executive elects continuation Company-paid health, dental, vision, long-term disability, and life insurance coverage pursuant at the same level of coverage and coverage tier as was provided to the Consolidated Omnibus Budget Reconciliation Act Employee and/or the Employee’s dependents immediately prior to the termination of 1985, his/her employment and at the same ratio of Company premium payment to Employee premium payment as amended was in effect immediately prior to the Change of Control (the “COBRACompany-Paid Coverage”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to ). Company-Paid Coverage shall continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (Ai) a period of nine two (92) months years from the date of Executive’s termination of employmenttermination, or (Bii) the date upon which Executive the Employee and/or Executive’s eligible his/her dependents becomes become covered under similar another employer’s group health, dental, vision, long-term disability, or life insurance plans or that provide the Employee and/or his dependents with comparable benefits and levels of coverage. For purposes of Title X of the Consolidated Budget Reconciliation Act of 1985 (C) “COBRA”), the date of the “qualifying event” for the Employee and/or his/her dependents shall be the date upon which Executive ceases to be eligible for the Company-Paid Coverage commences, and each month of Company-Paid Coverage provided hereunder shall offset a month of continuation coverage otherwise due under COBRA. To the extent that the period during which the continued provision of medical and dental benefits falls within the applicable COBRA (continuation period, such reimbursementscontinued provision of medical and dental benefits is exempt from Code Section 409A under Treasury Regulation Section 1.409A-1(b)(9)(v)(B). To the extent that the period during which the continued provision of medical and dental benefits extends beyond the applicable COBRA continuation period, the “COBRA Premiums”). However, if following shall apply: (a) the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law premiums for continued medical and dental coverage shall be paid on a monthly basis; (including, without limitation, Section 2716 b) any amounts paid to or on behalf of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable Employee as reimbursement for medical and/or dental expenses shall be paid on or before the last day of a given month the year following the year in which such expense was incurred; (except c) any amounts paid to or on behalf of the Employee as provided by reimbursement for medical and/or dental expenses during one year will not affect the following sentence), in an amount equal Employee’s eligibility for amounts paid to or on behalf of the monthly COBRA premium that Executive would be required Employee as reimbursement for medical and/or dental expenses during any other year; and (d) the right to pay to continue Executive’s group health continued coverage in effect on beyond the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects applicable COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but period is not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdingsliquidation or exchange for another benefit. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, This paragraph shall be administered and interpreted consistent with Treasury Regulation Section 2716 of the Public Health Service Act1.409A-3(i)(1)(iv), Executive will not receive such payment or any further reimbursements for COBRA premiums.;

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for pay Executive’s group health insurance provider the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) a period of [Tier 1: eighteen (18) /Tier 2: nine (9) /Tier 3: six (6)] months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursementspayments, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to [Tier 1: eighteen (18) /Tier 2: nine (9) /Tier 3: six (6)] payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Continued Employee Benefits. If Executive elects continuation Company-paid health, dental, vision, long-term disability and life insurance coverage pursuant at the same level of coverage as was provided to such Employee immediately prior to the Consolidated Omnibus Budget Reconciliation Act Change of 1985Control and at the same ratio of Company premium payment to Employee premium payment as was in effect immediately prior to the Change of Control (the “Company-Paid Coverage”). If such coverage included the Employee’s dependents immediately prior to the Change of Control, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the such dependents shall also be covered at Company will reimburse Executive for the premiums necessary to expense. Company-Paid Coverage shall continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (Ai) a period of nine twelve (912) months from the date of Executive’s termination of employmenttermination, or (Bii) the date upon which Executive and/or Executive’s eligible the Employee and his or her dependents becomes become covered under similar another employer’s group health, dental, vision, long-term disability or life insurance plans that provide Employee and his or her dependents with comparable benefits and levels of coverage. Notwithstanding the foregoing, if the Employee is a “specified employee” (Cas described in Section 5(f) below) on the date of the Employee’s termination, continued coverage under the health, dental, vision, long-term disability and life insurance plans shall be solely at the expense of the Employee for the period beginning on the date of the Employee’s termination and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her termination (or, in the event of his or her death, at such earlier time as provided in Section 5(f) below), the Company shall reimburse the Employee for the Company-Paid Coverage portion of such expense in a lump sum cash payment. Thereafter, Company-Paid Coverage shall be paid directly by the Company to the applicable insurer and/or administrator. For purposes of Title X of the Consolidated Budget Reconciliation Act of 1985 (“COBRA”), the date of the “qualifying event” for Employee and his or her dependents shall be the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiumsCompany-Paid Coverage terminates.

Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine [CEO: twelve (912) /All Others: six (6)] months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine [CEO: twelve (912) /All Others: six (6)] payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.