Common use of Continued Healthcare Clause in Contracts

Continued Healthcare. (i) If Executive and Executive’s eligible dependents then participating in the Company’s group health insurance plans timely elect to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the premiums for such coverage for Executive and Executive’s covered dependents through the earlier of (i) the date that is eighteen (18) months following the Termination Date and (ii) the first date on which Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) (the “COBRA Payment Period”). After the Company ceases to pay premiums pursuant to the preceding sentence, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (ii) Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums.

Continued Healthcare. (i) If Executive and Executive’s eligible dependents then participating in the Company’s group health insurance plans timely elect to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the premiums for such coverage premium for Executive and Executive’s covered dependents on a monthly basis through the earlier of (i) the date that is eighteen one (181) months following year anniversary of the Termination Date and (ii) the first date on which Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) (the “COBRA Payment Period”). After the Company ceases to pay premiums pursuant to the preceding sentence, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the provisions of COBRA. (ii) . Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of applicable law (including, without limitation, Section 105(h)(2) 2716 of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Public Health Care and Education Reconciliation Service Act), then in lieu of providing paying the COBRA premiums, the CompanyCompany will pay Executive, in its sole discretion, may elect to instead pay Executive on the first day of for each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that such month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use any such Special Severance Payment toward the cost of COBRA premiums. Special Severance Payments (if any) will be made to Executive on a monthly basis as follows: (i) if the Company does not pay the COBRA premiums for any month during the sixty (60)-day period following the Termination Date, a Special Severance Payment will be made to Executive on the sixtieth (60th) day following the Termination Date and will be equal to the aggregate amount of the COBRA premiums for such months; and (ii) following such sixty (60)-day period, if the Company does not pay the COBRA premiums for any remaining month during the COBRA Payment Period, a Special Severance Payment will be made to Executive on the first day of such month and will be equal to the COBRA premiums for such month.

Continued Healthcare. In the event that Executive’s employment is terminated (i) for reasons unrelated to a Change of Control as described in Section 8 above; (ii) involuntarily by the Company for any reason other than Cause, death, Disability or Executive terminates his employment with Good Reason during the Change of Control Period, as more particularly described in Section 9 above; or (iii) terminates his employment for Good Reason, then Executive shall be entitled to receive the continued health care benefits described below. If Executive and Executive’s eligible dependents then participating in the Company’s group health insurance plans timely elect elects to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay directly pay, or at Executive’s request, reimburse Executive for, the premiums for such coverage premium for Executive and Executive’s covered dependents through the earlier twelve (12) month anniversary of (i) the date that is eighteen (18) months following the Termination Date and (ii) the first date on which Executive and of Executive’s covered dependents, if any, become eligible for healthcare coverage termination of employment under another employerthe Company’s plan(s) (medical plans and in accordance with the “COBRA Payment Period”)terms of the applicable plan documents. After the Company ceases to pay premiums pursuant to the preceding sentence, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (ii) . Notwithstanding the foregoing, if Executive obtains full-time employment during this twelve (12) month period that entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must notify the Company determines, and no further reimbursements will be paid by the Company to the Executive pursuant to this subsection. If the Company determines in its sole discretiondiscretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, that the payment without limitation, Section 2716 of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Public Health Care and Education Reconciliation Service Act), then the Company shall in lieu of providing the COBRA premiums, the Company, thereof provide to Executive a taxable lump-sum payment in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment an amount equal to the monthly (or then remaining) COBRA premiums for premium that month, subject Executive would be required to applicable tax withholdings pay to continue his group health coverage in effect on the date which the Executive terminates his employment (such amount, which amount shall be based on the “Special Severance Payment”), premium for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost first month of COBRA premiumscoverage).

Continued Healthcare. (i) If The Company shall notify Executive and of any right to continue group health plan coverage sponsored by the Company or an affiliate of the Company immediately prior to Executive’s eligible dependents then participating in the Company’s group health insurance plans timely elect to receive continued healthcare coverage date of termination pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If Executive elects to receive such continued healthcare coverage, the Company shall pay directly pay, or reimburse Executive for, the premiums for such coverage premium for Executive and Executive’s covered dependents through dependents, less the amount of Executive’s monthly premium contributions for such coverage prior to termination, until the earlier of (i) the date that is eighteen (18) months following end of the Termination Date month during which the Severance Period ends and (ii) the first date on which Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) (of which eligibility Executive agrees to give prompt notice to the Company) (in any case, the “COBRA Payment Period”). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof). After the Company ceases to pay premiums pursuant to the preceding sentencethis Section 4(c)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (ii) Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums.

Continued Healthcare. (i) If Executive and Executive’s eligible dependents then participating in the Company’s group health insurance plans timely elect to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the premiums for such coverage for Executive and Executive’s covered dependents through the earlier of (i) the date that is eighteen (18) months following the COBRA Coverage Period Termination Date set forth in Section 8.2(b)(i) of the Appendix and (ii) the first date on which Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) (the “COBRA Payment Period”). After the Company ceases to pay premiums pursuant to the preceding sentence, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (ii) Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Actamended), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums.

Continued Healthcare. (i) If Executive and Executive’s 's eligible dependents then participating in the Company’s 's group health insurance plans timely elect to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the premiums for such coverage premium for Executive and Executive’s 's covered dependents through the earlier of (i) the date that is eighteen one (181) months following year anniversary of the Termination Date and (ii) the first date on which Executive and Executive’s 's covered dependents, if any, become eligible for healthcare coverage under another employer’s 's plan(s) (the “COBRA Payment Period”). After the Company ceases to pay premiums pursuant to the preceding sentence, Executive may, if eligible, elect to continue healthcare coverage at Executive’s 's expense in accordance the provisions of COBRA. (ii) . Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums.