Common use of Continued Health Benefit Clause in Contracts

Continued Health Benefit. During the period commencing on the Separation Date and ending on the first (1st) anniversary of the Separation Date (the “Continuation Period”), IMI will provide the continuation of, and pay 100% of the premiums for, the IMI-sponsored health and welfare benefits of medical insurance, dental insurance and vision insurance for Associate and his enrolled dependents (the “Continued Health Benefit”); provided, however, that if, during the Continuation Period, Associate becomes eligible for coverage under the group health plan of another employer, the Continued Health Benefit shall immediately cease on such date; provided, further, that if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration period of the Continuation Period to be, exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each remaining premium subsidy shall thereafter be paid to Associate as currently taxable compensation in substantially equal monthly installments over the Continuation Period (or remaining portion thereof); provided, further, that if a Change in Control is consummated during (i) the Transition Period or (ii) the Contingency Period, IMI shall make to Associate a cash payment equal to the full amount of the Continued Health Benefit, determined on an annualized basis based on Associate’s benefit elections at the Separation Date, less any amount previously paid by IMI in respect of the Continued Health Benefit pursuant to this Section 3(d), which cash payment shall be made in a lump sum in calendar year 2017 (but in no event later than April 7, 2017). Associate acknowledges and agrees that he must timely enroll in COBRA continuation coverage upon receipt of enrollment materials from IMI’s current COBRA administrator (Conexis) in order for IMI to pay for the cost of COBRA continuation coverage during the Continuation Period as set forth in this Section 3(d). IMI will provide under separate cover further information to Associate regarding COBRA continuation coverage and other conversion and/or continuation rights. Following the expiration of the Continuation Period, any further continuation of such coverage under applicable law (if any) shall be at Associate’s sole expense. The payments and benefits under this Section 3(d) are subject to Sections 14 and 23 below and to any applicable tax and payroll withholding requirements.

Continued Health Benefit. During Pursuant to Section 3.2.3 of the Policy, during the period commencing on the Separation Date and ending on the first (1st) anniversary earlier of June 15, 2013 or such date as Associate becomes eligible for coverage under the Separation Date group health plan of another employer (the “Continuation Period”), IMI will provide the continuation of, and pay 100% of the premiums for, the IMI-sponsored health and welfare benefits of medical insurance, dental insurance and vision insurance for Associate and his enrolled dependents (the “Continued Health Benefit”); dependents, provided, however, that if, during the Continuation Period, Associate becomes eligible for coverage under the group health plan of another employer, the Continued Health Benefit shall immediately cease on such date; provided, further, that if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration period of the Continuation Period to be, exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each remaining premium subsidy shall thereafter be paid to Associate as currently taxable compensation in substantially equal monthly installments over the Continuation Period (or remaining portion thereof); provided, further, that if a Change in Control is consummated during (i) the Transition Period or (ii) the Contingency Period, IMI shall make to Associate a cash payment equal to the full amount of the Continued Health Benefit, determined on an annualized basis based on Associate’s benefit elections at the Separation Date, less any amount previously paid by IMI in respect of the Continued Health Benefit pursuant to this Section 3(d), which cash payment shall be made in a lump sum in calendar year 2017 (but in no event later than April 7, 2017). Associate acknowledges and agrees that he must timely enroll in COBRA continuation coverage upon receipt of enrollment materials from IMI’s current COBRA administrator (ConexisVita) in order for IMI to pay for the cost of COBRA continuation coverage during the Continuation Period as set forth in this Section 3(d3(c). IMI will provide under separate cover further information to Associate regarding COBRA continuation coverage and other conversion and/or continuation rights. Following the expiration of the Continuation Period, any further continuation of such coverage under applicable law (if any) shall be at Associate’s sole expense; provided, however, that upon expiration of Associate’s COBRA continuation coverage, Associate and his enrolled dependents shall be eligible to participate in the Xxxxxx Micro Inc. Executive Retiree Medical Plan, as may be amended from time to time, pursuant to the terms and conditions set forth therein. The payments However, coverage for long-term and benefits under this Section 3(d) are subject to Sections 14 short-term disability insurance and 23 below other benefits, including, without limitation, basic life insurance, accidental death and to any applicable tax dismemberment insurance and payroll withholding requirementssupplemental life insurance will end on the Separation Date.

Continued Health Benefit. During Effective upon Employee's Separation from Service for reasons other than Cause, Employee and APS will enter into a "Settlement Agreement" pursuant to Section 3.2(d) of the period commencing Pinnacle West Capital Corporation Group Medical Plan (the "Group Medical Plan"). The Settlement Agreement shall entitle Employee to purchase continued health insurance coverage (the "Continuation Coverage") under the Group Medical Plan on the following terms and conditions: (a) The Continuation Coverage may be continued for Employee and Employee's "Eligible Dependents," determined as of the day of Employee's Separation Date from Service and ending in accordance with the definition of "Eligible Dependents" set forth in the Group Medical Plan. The Continuation Coverage for Employee or Employee's spouse shall end on the first date on which Employee or Employee's spouse, as the case may be, becomes eligible to elect to receive Medicare coverage. The Continuation Coverage for any Eligible Dependent other than Employee's spouse shall end on the date as of which the dependent is no longer an "Eligible Dependent" as determined in accordance with the Group Medical Plan. (1stb) anniversary In order to receive the Continuation Coverage, Employee (or Employee's Eligible Dependents following Employee's death) must pay the full premium (Employer and participant portions) for the Continuation Coverage. (c) In order to receive the Continuation Coverage, Employee must elect it on or before the last day of her employment. If Employee does not elect to receive the Continuation Coverage on or before the last day of her employment, she will no longer be eligible to receive it at any time in the future. If Employee elects Continuation Coverage and later chooses to discontinue her participation or the participation by any of her dependents, neither Employee nor her dependents shall be eligible for Continuation Coverage at any time in the future. (d) The Continuation Coverage will be subject to the prov1s10ns of Article Four of the Separation Date Medical Plan, which provides the rules for coordination of benefits. The provisions of this paragraph supersede any contrary provisions in Article Four of the Group Medical Plan as it applies to Employee and Employee's Eligible Dependents. (e) Employee and Employee's Eligible Dependents shall not be entitled to any benefits other than those provided from time to time under the “Group Medical Plan to "Pre-age 65 Retirees" and their eligible dependents. For this purpose, a "Pre-age 65 Retiree" is a retired former employee of APS who is not yet eligible for Medicare coverage and who is then covered by the Group Medical Plan. The Continuation Period”Coverage of Employee and Employee's Eligible Dependents under the Group Medical Plan will be subject to all of the terms and provisions of the Group Medical Plan, as it may be amended from time to time. (f) Pursuant to the Patient Protection and Affordable Care Act and the Health Care & Education Affordability Reconciliation Act (collectively, the "Health Care Reform Act"), IMI will provide penalties may be imposed upon an employer that provides discriminatory health care benefits. If APS concludes, in the continuation of, exercise of its discretion and pay 100% based upon the advice of the premiums for, the IMI-sponsored health and welfare benefits of medical insurance, dental insurance and vision insurance for Associate and his enrolled dependents (the “Continued Health Benefit”); provided, howeverlegal or other counsel, that if, during the Continuation Period, Associate becomes eligible for coverage under the group health plan of another employer, the Continued Health Benefit shall immediately cease on such date; provided, further, that if any plan pursuant Coverage provided to which such benefits are provided is not, or ceases prior to the expiration period of the Continuation Period to be, exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each remaining premium subsidy shall thereafter be paid to Associate as currently taxable compensation in substantially equal monthly installments over the Continuation Period (or remaining portion thereof); provided, further, that if a Change in Control is consummated during (i) the Transition Period or (ii) the Contingency Period, IMI shall make to Associate a cash payment equal to the full amount of the Continued Health Benefit, determined on an annualized basis based on Associate’s benefit elections at the Separation Date, less any amount previously paid by IMI in respect of the Continued Health Benefit Employee pursuant to this Section 3(d)will subject APS to any fines, which cash payment shall be made in a lump sum in calendar year 2017 (but in no event later than April 7taxes, 2017). Associate acknowledges and agrees that he must timely enroll in COBRA continuation coverage upon receipt of enrollment materials from IMI’s current COBRA administrator (Conexis) in order for IMI or penalties pursuant to pay for the cost of COBRA continuation coverage during Health Care Reform Act or any other applicable state or federal law, rules or regulations, APS reserves the right to immediately discontinue the Continuation Period Coverage and the payment or provision of any benefits that result in the imposition of such fines, taxes, or penalties. In such event, APS shall have no obligation to replace the benefit or compensate Employee for lost coverage. (g) Employee acknowledges that APS has reserved the right to amend or terminate the Group Medical Plan both before and after Employee's Separation from Service. Any such amendments will apply to Employee and Employee's Eligible Dependents and the Continuation Coverage to which Employee and Employee's Eligible Dependents are entitled. If APS amends or terminates the Group Medical Plan or the retiree medical coverage provided pursuant to the Group Medical Plan, the Continuation Coverage available to Employee and Employee's Eligible Dependents will be amended or terminated as set forth well. (h) Any reference in this Section 3(d). IMI will provide under separate cover further information Agreement to Associate regarding COBRA continuation coverage and other conversion and/or continuation rights. Following the expiration any particular provision of the Continuation PeriodGroup Medical Plan will be deemed to also refer to the corresponding provision of any amended, restated or any further continuation of such coverage under applicable law (if any) shall be at Associate’s sole expense. The payments and benefits under this Section 3(d) are subject to Sections 14 and 23 below and to any applicable tax and payroll withholding requirementsreplacement plan.

Continued Health Benefit. During the period commencing on the Separation Date and ending on the first (1st) anniversary earlier of March 1, 2014 or such date as Associate becomes eligible for coverage under the Separation Date group health plan of another employer (the “Continuation Period”), IMI will provide the continuation of, and pay 100% of the premiums for, the IMI-sponsored health and welfare benefits of medical insurance, dental insurance and vision insurance for Associate and his enrolled dependents (the “Continued Health Benefit”); dependents, provided, however, that if, during the Continuation Period, Associate becomes eligible for coverage under the group health plan of another employer, the Continued Health Benefit shall immediately cease on such date; provided, further, that if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration period of the Continuation Period to be, exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each remaining premium subsidy shall thereafter be paid to Associate as currently taxable compensation in substantially equal monthly installments over the Continuation Period (or remaining portion thereof); provided, further, that if a Change in Control is consummated during (i) the Transition Period or (ii) the Contingency Period, IMI shall make to Associate a cash payment equal to the full amount of the Continued Health Benefit, determined on an annualized basis based on Associate’s benefit elections at the Separation Date, less any amount previously paid by IMI in respect of the Continued Health Benefit pursuant to this Section 3(d), which cash payment shall be made in a lump sum in calendar year 2017 (but in no event later than April 7, 2017). Associate acknowledges and agrees that he must timely enroll in COBRA continuation coverage upon receipt of enrollment materials from IMI’s current COBRA administrator (ConexisVita) in order for IMI to pay for the cost of COBRA continuation coverage during the Continuation Period as set forth in this Section 3(d3(c). IMI will provide under separate cover further information to Associate regarding COBRA continuation coverage and other conversion and/or continuation rights. Following the expiration of the Continuation Period, any further continuation of such coverage under applicable law (if any) shall be at Associate’s sole expense. The payments However, coverage for long-term and benefits under this Section 3(d) are subject to Sections 14 short-term disability insurance and 23 below other benefits, including, without limitation, basic life insurance, accidental death and to any applicable tax dismemberment insurance and payroll withholding requirementssupplemental life insurance will end on the Separation Date.