Common use of Continued Welfare Benefits Clause in Contracts

Continued Welfare Benefits. During the Severance Period, the Covered Executive and his dependents will be entitled to continue to participate in any medical, dental, vision, life and long-term care benefit programs maintained by the Employer in which such persons were participating immediately before the date of the Qualifying Termination; provided, that the continued participation of such persons is possible under the general terms and provisions of such benefit programs. If such continued participation is barred, then the Employer will arrange to provide such persons with substantially similar coverage to that which such persons would have otherwise been entitled to receive under such benefit programs from which such continued participation is barred. In either case, however, the Covered Executive will be required to continue to pay, on a pre-tax or after-tax basis, as applicable, his portion of the cost of such coverages as in effect at the time of the Qualifying Termination, and the Employer will continue to pay its portion of such costs, as in effect at the time of the Qualifying Termination. Any coverage provided pursuant to this Section 3.1(d) will be limited and reduced to the extent equivalent coverage is otherwise provided by (or available from or under) any other employer of the Covered Executive. The Covered Executive must advise the Plan Administrator of the attainment of any such subsequent employer benefit coverages within thirty (30) days following such attainment. The pre-tax or after-tax payroll deductions for the continued medical, dental, vision life and long-term care benefits described above will be taken from the Covered Executive’s Severance Pay pursuant to the Employer’s normal payroll practices; provided, however, that if any of such coverages are provided on a self-insured basis, the Covered Executive will be required to pay his portion of the cost of such coverages on an after-tax basis and the remainder of such cost will be included in the Covered Executive’s income and reported as wages on Form W-2. Any continued medical, dental or vision benefits provided to the Covered Executive and his dependents pursuant to this Section 3.1(d) is in addition to any rights the Covered Executive and such dependents may have to continue such coverages under COBRA. The provisions of this Section 3.1(d) will not prohibit the Company from changing the terms of such medical, dental, life vision or long-term care benefit programs provided that any such changes apply to all executives of the Company and its Affiliates (e.g., the Company may switch insurance carriers or preferred provider organizations).

Continued Welfare Benefits. During the Severance Period, the Covered Executive and his and/or Executive’s dependents will be entitled to elect to continue their respective health or welfare coverage pursuant to participate in any medicalCOBRA. Provided that Executive and/or Executive’s dependents elect and maintain such COBRA coverage until the expiration of their eligibility under COBRA, dentalfollowing such expiration, visionExecutive and/or Executive’s dependents also will be entitled to elect to continue such coverage for the remainder, life and long-term care benefit programs maintained by the Employer in which such persons were participating immediately before the date if any, of the Qualifying Termination; providedSeverance Period. Such health and other welfare benefits will be provided monthly and will provide the same coverage as available to others who elect coverage pursuant to COBRA, even though, following the expiration of Executive’s eligibility for COBRA, it would not be pursuant to COBRA, provided that the continued participation of Executive and such persons dependents is possible under the general terms and provisions of such benefit programshealth or welfare plans. If Executive’s participation in any such continued participation plan is barredbarred or would result in adverse tax consequences to Executive or Company, then the Employer Company will arrange to provide such persons Executive on a monthly basis with benefits substantially similar coverage to those that which such persons Executive otherwise would have otherwise been entitled to receive under such benefit programs from which such continued participation is barred. In plan or, alternatively at the option of Company, reimburse Executive on a monthly basis for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that, in either case, howeverExecutive will pay to Company, or provide a credit against Company’s reimbursement obligation for, the Covered amount equal to the premiums that Executive would have been required to pay to maintain such benefits hereunder. During the Severance Period, Executive’s premiums for coverage provided pursuant to COBRA will be equal to the premiums Executive paid prior to Termination of Employment. All premium payments paid by Executive and/or Executive’s dependents for coverage will be paid directly to the appropriate insurer or service provider for such benefit (which may be Company). For the avoidance of doubt, Executive’s continuation of health and welfare benefits during the Severance Period shall count against Executive’s continuation of coverage period required under COBRA. Any health or welfare benefits received by or available to continue Executive from or in connection with any other employment of Executive, consultancy arrangement undertaken by Executive or similar source that are reasonably comparable to, but not necessarily as financially or otherwise beneficial to payExecutive as, on a pre-tax or after-tax basis, as applicable, his portion of the cost of such coverages as in effect benefits provided to Executive by Company at the time of the Qualifying Termination, Termination of Employment will be deemed the equivalent thereof and the Employer will continue to pay its portion of such costs, as in effect at the time of the Qualifying Termination. Any coverage provided pursuant to terminate Company’s obligation under this Section 3.1(d1.1(c) will be limited to provide health and reduced to welfare coverage during the extent equivalent coverage is otherwise provided by (or available from or under) any other employer of the Covered Executive. The Covered Executive must advise the Plan Administrator of the attainment of any such subsequent employer benefit coverages within thirty (30) days following such attainment. The pre-tax or after-tax payroll deductions for the continued medical, dental, vision life and long-term care benefits described above will be taken from the Covered Executive’s Severance Pay pursuant to the Employer’s normal payroll practicesPeriod; provided, however, that if nothing in this paragraph will limit or terminate Executive’s or Executive’s dependents’ right to continue any of Company group health plan coverage at Executive’s or such coverages are provided on a self-insured basis, the Covered Executive will be required to pay his portion of the dependent’s cost of such coverages on an after-tax basis and for the remainder of the COBRA period. Executive agrees to advise Company of the availability of any such cost will be included in the Covered Executive’s income and reported as wages on Form W-2. Any continued medical, dental or vision benefits provided to the Covered Executive and his dependents pursuant to this Section 3.1(d) is in addition to any rights the Covered Executive and subsequent benefit coverages within 30 days following such dependents may have to continue such coverages under COBRAavailability. The provisions of this Section 3.1(d1.1(c) will not prohibit the Company from changing the terms of such medical, dental, life vision or long-term care any benefit programs provided that any such changes apply to all executives of the Company and its Affiliates (e.g., the Company may switch insurance carriers or preferred provider organizationsorganizations or change coverages).

Continued Welfare Benefits. During the Severance Period, the Covered Executive and his and/or Executive’s dependents will be entitled to elect to continue their respective health or welfare coverage pursuant to participate in any medicalCOBRA. Provided that Executive and/or Executive’s dependents elect and maintain such COBRA coverage until the expiration of their eligibility under COBRA, dentalfollowing such expiration, visionExecutive and/or Executive’s dependents also will be entitled to elect to continue such coverage for the remainder, life and long-term care benefit programs maintained by the Employer in which such persons were participating immediately before the date if any, of the Qualifying Termination; providedSeverance Period. Such health and other welfare benefits will be provided monthly and will provide the same coverage as available to others who elect coverage pursuant to COBRA, even though, following the expiration of Executive’s eligibility for COBRA, it would not be pursuant to COBRA, provided that the continued participation of Executive and such persons dependents is possible under the general terms and provisions of such benefit programshealth or welfare plans. If Executive’s participation in any such continued participation plan is barredbarred or would result in adverse tax consequences to Executive or Company, then the Employer Company will arrange to provide such persons Executive on a monthly basis with benefits substantially similar coverage to those that which such persons Executive otherwise would have otherwise been entitled to receive under such benefit programs from which such continued participation is barred. In plan or, alternatively at the option of Company, reimburse Executive on a monthly basis for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that, in either case, howeverExecutive will pay to Company, or provide a credit against Company’s reimbursement obligation for, the Covered amount equal to the premiums that Executive would have been required to pay to maintain such benefits hereunder. During the Severance Period, Executive’s premiums for coverage provided pursuant to COBRA will be equal to the premiums Executive paid prior to Termination of Employment. All premium payments paid by Executive and/or Executive’s dependents for coverage will be paid directly to the appropriate insurer or service provider for such benefit (which may be Company). For the avoidance of doubt, Executive’s continuation of health and welfare benefits during the Severance Period; shall count against Executive’s continuation of coverage period required under COBRA. Any health or welfare benefits received by or available to continue Executive from or in connection with any other employment of Executive, consultancy arrangement undertaken by Executive or similar source that are reasonably comparable to, but not necessarily as financially or otherwise beneficial to payExecutive as, on a pre-tax or after-tax basis, as applicable, his portion of the cost of such coverages as in effect benefits provided to Executive by Company at the time of the Qualifying Termination, Termination of Employment will be deemed the equivalent thereof and the Employer will continue to pay its portion of such costs, as in effect at the time of the Qualifying Termination. Any coverage provided pursuant to terminate Company’s obligation under this Section 3.1(d1.1(c) will be limited to provide health and reduced to welfare coverage during the extent equivalent coverage is otherwise provided by (or available from or under) any other employer of the Covered Executive. The Covered Executive must advise the Plan Administrator of the attainment of any such subsequent employer benefit coverages within thirty (30) days following such attainment. The pre-tax or after-tax payroll deductions for the continued medical, dental, vision life and long-term care benefits described above will be taken from the Covered Executive’s Severance Pay pursuant to the Employer’s normal payroll practices; Period: provided, however, that if nothing in this paragraph will limit or terminate Executive’s or Executive’s dependents’ right to continue any of Company group health plan coverage at Executive’s or such coverages are provided on a self-insured basis, the Covered Executive will be required to pay his portion of the dependent’s cost of such coverages on an after-tax basis and for the remainder of the COBRA period. Executive agrees to advise Company of the availability of any such cost will be included in the Covered Executive’s income and reported as wages on Form W-2. Any continued medical, dental or vision benefits provided to the Covered Executive and his dependents pursuant to this Section 3.1(d) is in addition to any rights the Covered Executive and subsequent benefit coverages within 30 days following such dependents may have to continue such coverages under COBRAavailability. The provisions of this Section 3.1(d1.1(c) will not prohibit the Company from changing the terms of such medical, dental, life vision or long-term care any benefit programs provided that any such changes apply to all executives of the Company and its Affiliates (e.g., the Company may switch insurance carriers or preferred provider organizationsorganizations or change coverages).

Continued Welfare Benefits. During the Severance Period, the Covered Executive and his and/or Executive’s dependents will be entitled to elect to continue their respective health or welfare coverage pursuant to participate in any medicalCOBRA. Provided that Executive and/or Executive’s dependents elect and maintain such COBRA coverage until the expiration of their eligibility under COBRA, dentalfollowing such expiration, visionExecutive and/or Executive’s dependents also will be entitled to elect to continue such coverage for the remainder, life and long-term care benefit programs maintained by the Employer in which such persons were participating immediately before the date if any, of the Qualifying Termination; providedSeverance Period. Such health and other welfare benefits will be provided monthly and will provide the same coverage as available to others who elect coverage pursuant to COBRA, even though, following the expiration of Executive’s eligibility for COBRA, it would not be pursuant to COBRA, provided that the continued participation of Executive and such persons dependents is possible under the general terms and provisions of such benefit programshealth or welfare plans. If Executive’s participation in any such continued participation plan is barredbarred or would result in adverse tax consequences to Executive or Company, then the Employer Company will arrange to provide such persons Executive on a monthly basis with benefits substantially similar coverage to those that which such persons Executive otherwise would have otherwise been entitled to receive under such benefit programs from which such continued participation is barred. In plan or, alternatively at the option of Company, reimburse Executive on a monthly basis for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that, in either case, howeverExecutive will pay to Company, or provide a credit against Company’s reimbursement obligation for, the Covered amount equal to the premiums that Executive would have been required to pay to maintain such benefits hereunder. During the Severance Period, Executive’s premiums for coverage provided pursuant to COBRA will be equal to the premiums Executive paid prior to Termination of Employment. All premium payments paid by Executive and/or Executive’s dependents for coverage will be paid directly to the appropriate insurer or service provider for such benefit (which may be Company). For the avoidance of doubt, Executive’s continuation of health and welfare benefits during the Severance Period shall count against Executive’s continuation of coverage period required under COBRA. Any health or welfare benefits received by or available to continue Executive from or in connection with any other employment of Executive, consultancy arrangement undertaken by Executive or similar source that are reasonably comparable to, but not necessarily as financially or otherwise beneficial to payExecutive as, on a pre-tax or after-tax basis, as applicable, his portion of the cost of such coverages as in effect benefits provided to Executive by Company at the time of the Qualifying Termination, Termination of Employment will be deemed the equivalent thereof and the Employer will continue to pay its portion of such costs, as in effect at the time of the Qualifying Termination. Any coverage provided pursuant to terminate Company’s obligation under this Section 3.1(d1.1(c) will be limited to provide health and reduced to welfare coverage during the extent equivalent coverage is otherwise provided by (or available from or under) any other employer of the Covered Executive. The Covered Executive must advise the Plan Administrator of the attainment of any such subsequent employer benefit coverages within thirty (30) days following such attainment. The pre-tax or after-tax payroll deductions for the continued medical, dental, vision life and long-term care benefits described above will be taken from the Covered Executive’s Severance Pay pursuant to the Employer’s normal payroll practices; Period: provided, however, that if nothing in this paragraph will limit or terminate Executive’s or Executive’s dependents’ right to continue any of Company group health plan coverage at Executive’s or such coverages are provided on a self-insured basis, the Covered Executive will be required to pay his portion of the dependent’s cost of such coverages on an after-tax basis and for the remainder of the COBRA period. Executive agrees to advise Company of the availability of any such cost will be included in the Covered Executive’s income and reported as wages on Form W-2. Any continued medical, dental or vision benefits provided to the Covered Executive and his dependents pursuant to this Section 3.1(d) is in addition to any rights the Covered Executive and subsequent benefit coverages within 30 days following such dependents may have to continue such coverages under COBRAavailability. The provisions of this Section 3.1(d1.1(c) will not prohibit the Company from changing the terms of such medical, dental, life vision or long-term care any benefit programs provided that any such changes apply to all executives of the Company and its Affiliates (e.g., the Company may switch insurance carriers or preferred provider organizationsorganizations or change coverages).

Continued Welfare Benefits. During If a Participant and/or his or her covered dependents timely elect(s) to receive health care continuation coverage as provided by COBRA, the Company will pay the same percentage of the monthly cost of his or her COBRA coverage as it paid for the Participant’s group health coverage during his or her active employment for the duration of the Severance Period. During any such Company-subsidized COBRA coverage period, the Covered Executive and his dependents Participant will be entitled to continue to participate in any medical, dental, vision, life and long-term care benefit programs maintained by the Employer in which such persons were participating immediately before the date responsible for payment of the Qualifying Termination; provided, that the continued participation of such persons is possible under the general terms and provisions of such benefit programs. If such continued participation is barred, then the Employer will arrange to provide such persons with substantially similar coverage to that which such persons would have otherwise been entitled to receive under such benefit programs from which such continued participation is barred. In either case, however, the Covered Executive will be required to continue to pay, on a pre-tax or after-tax basis, as applicable, his portion remainder of the cost of such coverages his or her COBRA coverage, as specified in effect the COBRA notice to be supplied by the Company following the Participant’s Qualifying Termination. Notwithstanding the foregoing, if at any time the time Company determines that its partial subsidy of the Qualifying TerminationParticipant’s COBRA premiums would result in a violation of the nondiscrimination rules of Code Section 105(h)(2) 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 Employer subsidized COBRA premiums described above, the Company will continue instead pay a fully taxable cash payment equal to pay the Company’s portion of the applicable COBRA premiums for that month (such amount, the “Special Severance Payment”) to the Participant on the last day of each month of the remainder of the Benefit Period. All periods of Company-subsidized coverage will be taken into account for purposes of determining the Participant’s maximum period of COBRA entitlement. Following the end of the Company-subsidized coverage period, the Participant will be responsible for payment of his or her entire COBRA premium, to the extent the Participant continues to be entitled to COBRA coverage at that time. Notwithstanding the foregoing, in the event the terminated Participant becomes covered under another employer’s group health plan (other than a plan which imposes a preexisting condition exclusion unless the preexisting condition exclusion does not apply) or otherwise ceases to be eligible for COBRA coverage during the period provided in this Section 4.3(b), the Company shall cease payment of its portion of such coststhe COBRA premiums or the Special Severance Payments, as in effect at the time of the Qualifying Termination. Any coverage provided pursuant to this Section 3.1(d) will be limited and reduced to the extent equivalent coverage is otherwise provided by (or available from or under) any other employer of the Covered Executive. The Covered Executive must advise the Plan Administrator of the attainment of any such subsequent employer benefit coverages within thirty (30) days following such attainment. The pre-tax or after-tax payroll deductions for the continued medical, dental, vision life and long-term care benefits described above will be taken from the Covered Executive’s Severance Pay pursuant to the Employer’s normal payroll practices; provided, however, that if any of such coverages are provided on a self-insured basis, the Covered Executive will be required to pay his portion of the cost of such coverages on an after-tax basis and the remainder of such cost will be included in the Covered Executive’s income and reported as wages on Form W-2. Any continued medical, dental or vision benefits provided to the Covered Executive and his dependents pursuant to this Section 3.1(d) is in addition to any rights the Covered Executive and such dependents may have to continue such coverages under COBRA. The provisions of this Section 3.1(d) will not prohibit the Company from changing the terms of such medical, dental, life vision or long-term care benefit programs provided that any such changes apply to all executives of the Company and its Affiliates (e.g., the Company may switch insurance carriers or preferred provider organizations)applicable.

Continued Welfare Benefits. During the Severance Period, the Covered Executive and his and/or Executive's dependents will be entitled to elect to continue their respective health or welfare coverage pursuant to participate in any medicalCOBRA. Provided that Executive and/or Executive's dependents elect and maintain such COBRA coverage until the expiration of their eligibility under COBRA, dentalfollowing such expiration, visionExecutive and/or Executive's dependents also will be entitled to elect to continue such coverage for the remainder, life and long-term care benefit programs maintained by the Employer in which such persons were participating immediately before the date if any, of the Qualifying Termination; providedSeverance Period. Such health and other welfare benefits will be provided monthly and will provide the same coverage as available to others who elect coverage pursuant to COBRA, even though, following the expiration of Executive's eligibility for COBRA, it would not be pursuant to COBRA, provided that the continued participation of Executive and such persons dependents is possible under the general terms and provisions of such benefit programshealth or welfare plans. If Executive's participation in any such continued participation plan is barredbarred or would result in adverse tax consequences to Executive or Company, then the Employer Company will arrange to provide such persons Executive on a monthly basis with benefits substantially similar coverage to those that which such persons Executive otherwise would have otherwise been entitled to receive under such benefit programs from which such continued participation is barred. In plan or, alternatively at the option of Company, reimburse Executive on a monthly basis for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that, in either case, howeverExecutive will pay to Company, or provide a credit against Company's reimbursement obligation for, the Covered amount equal to the premiums that Executive would have been required to pay to maintain such benefits hereunder. During the Severance Period, Executive's premiums for coverage provided pursuant to COBRA will be equal to the premiums Executive paid prior to Termination of Employment. All premium payments paid by Executive and/or Executive's dependents for coverage will be paid directly to the appropriate insurer or service provider for such benefit (which may be Company). For the avoidance of doubt, Executive's continuation of health and welfare benefits during the Severance Period shall count against Executive's continuation of coverage period required under COBRA. Any health or welfare benefits received by or available to continue Executive from or in connection with any other employment of Executive, consultancy arrangement undertaken by Executive or similar source that are reasonably comparable to, but not necessarily as financially or otherwise beneficial to payExecutive as, on a pre-tax or after-tax basis, as applicable, his portion of the cost of such coverages as in effect benefits provided to Executive by Company at the time of the Qualifying Termination, Termination of Employment will be deemed the equivalent thereof and the Employer will continue to pay its portion of such costs, as in effect at the time of the Qualifying Termination. Any coverage provided pursuant to terminate Company's obligation under this Section 3.1(d1.1(c) will be limited to provide health and reduced to welfare coverage during the extent equivalent coverage is otherwise provided by (or available from or under) any other employer of the Covered Executive. The Covered Executive must advise the Plan Administrator of the attainment of any such subsequent employer benefit coverages within thirty (30) days following such attainment. The pre-tax or after-tax payroll deductions for the continued medical, dental, vision life and long-term care benefits described above will be taken from the Covered Executive’s Severance Pay pursuant to the Employer’s normal payroll practicesPeriod; provided, however, that if nothing in this paragraph will limit or terminate Executive's or Executive's dependents' right to continue any of Company group health plan coverage at Executive's or such coverages are provided on a self-insured basis, the Covered Executive will be required to pay his portion of the dependent's cost of such coverages on an after-tax basis and for the remainder of the COBRA period. Executive agrees to advise Company of the availability of any such cost will be included in the Covered Executive’s income and reported as wages on Form W-2. Any continued medical, dental or vision benefits provided to the Covered Executive and his dependents pursuant to this Section 3.1(d) is in addition to any rights the Covered Executive and subsequent benefit coverages within 30 days following such dependents may have to continue such coverages under COBRAavailability. The provisions of this Section 3.1(d1.1(c) will not prohibit the Company from changing the terms of such medical, dental, life vision or long-term care any benefit programs provided that any such changes apply to all executives of the Company and its Affiliates (e.g., the Company may switch insurance carriers or preferred provider organizationsorganizations or change coverages).

Continued Welfare Benefits. During the Severance Period, the Covered Executive and his and/or Executive’s dependents will be entitled to elect to continue their respective health or welfare coverage pursuant to participate in any medicalCOBRA. Provided that Executive and/or Executive’s dependents elect and maintain such COBRA coverage until the expiration of their eligibility under COBRA, dentalfollowing such expiration, visionExecutive and/or Executive’s dependents also will be entitled to elect to continue such coverage for the remainder, life and long-term care benefit programs maintained by the Employer in which such persons were participating immediately before the date if any, of the Qualifying Termination; providedSeverance Period. Such health and other welfare benefits will be provided monthly and will provide the same coverage as available to others who elect coverage pursuant to COBRA, even though, following the expiration of Executive’s eligibility for COBRA, it would not be pursuant to COBRA, provided that the continued participation of Executive and such persons dependents is possible under the general terms and provisions of such benefit programshealth or welfare plans. If Executive’s participation in any such continued participation plan is barredbarred or would result in adverse tax consequences to Executive or Company, then the Employer Company will arrange to provide such persons Executive on a monthly basis with benefits substantially similar coverage to those that which such persons Executive otherwise would have otherwise been entitled to receive under such benefit programs from which such continued participation is barred. In plan or, alternatively at the option of Company, reimburse Executive on a monthly basis for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that, in either case, howeverExecutive will pay to Company, or provide a credit against Company’s reimbursement obligation for, the Covered amount equal to the premiums that Executive would have been required to pay to maintain such benefits hereunder. During the Severance Period, Executive’s premiums for coverage provided pursuant to COBRA will be equal to the premiums Executive paid prior to Termination of Employment. Thereafter, Executive’s premiums will be equal to the amount required to continue such coverage pursuant to payCOBRA. All premium payments paid by Executive and/or Executive’s dependents for coverage will be paid directly to the appropriate insurer or service provider for such benefit (which may be Company). For the avoidance of doubt, on a pre-tax Executive’s continuation of health and welfare benefits during the Severance Period shall count against Executive’s continuation of coverage period required under COBRA. Any health or after-tax basiswelfare benefits received by or available to Executive from or in connection with any other employment of Executive, consultancy arrangement undertaken by Executive or similar source that are reasonably comparable to, but not necessarily as applicablefinancially or otherwise beneficial to Executive as, his portion of the cost of such coverages as in effect benefits provided to Executive by Company at the time of the Qualifying Termination, Termination of Employment will be deemed the equivalent thereof and the Employer will continue to pay its portion of such costs, as in effect at the time of the Qualifying Termination. Any coverage provided pursuant to terminate Company’s obligation under this Section 3.1(d1.1(c) will be limited to provide health and reduced to welfare coverage during the extent equivalent coverage is otherwise provided by (or available from or under) any other employer of the Covered Executive. The Covered Executive must advise the Plan Administrator of the attainment of any such subsequent employer benefit coverages within thirty (30) days following such attainment. The pre-tax or after-tax payroll deductions for the continued medical, dental, vision life and long-term care benefits described above will be taken from the Covered Executive’s Severance Pay pursuant to the Employer’s normal payroll practicesPeriod; provided, however, that if nothing in this paragraph will limit or terminate Executive’s or Executive’s dependents’ right to continue any of Company group health plan coverage at Executive’s or such coverages are provided on a self-insured basis, the Covered Executive will be required to pay his portion of the dependent’s cost of such coverages on an after-tax basis and for the remainder of the COBRA period. Executive agrees to advise Company of the availability of any such cost will be included in the Covered Executive’s income and reported as wages on Form W-2. Any continued medical, dental or vision benefits provided to the Covered Executive and his dependents pursuant to this Section 3.1(d) is in addition to any rights the Covered Executive and subsequent benefit coverages within 30 days following such dependents may have to continue such coverages under COBRAavailability. The provisions of this Section 3.1(d1.1(c) will not prohibit the Company from changing the terms of such medical, dental, life vision or long-term care any benefit programs provided that any such changes apply to all executives of the Company and its Affiliates (e.g., the Company may switch insurance carriers or preferred provider organizationsorganizations or change coverages).

Continued Welfare Benefits. During the Severance PeriodIf a Participant and/or his or her covered dependents timely elect(s) to receive health care continuation coverage as provided by COBRA, the Covered Executive and Company will pay the same percentage of the monthly cost of his dependents or her COBRA coverage as it paid for the Participant’s group health coverage during his or her active employment for the duration of the Benefit Period. During any such Company-subsidized COBRA coverage period, the Participant will be entitled to continue to participate in any medical, dental, vision, life and long-term care benefit programs maintained by the Employer in which such persons were participating immediately before the date responsible for payment of the Qualifying Termination; provided, that the continued participation of such persons is possible under the general terms and provisions of such benefit programs. If such continued participation is barred, then the Employer will arrange to provide such persons with substantially similar coverage to that which such persons would have otherwise been entitled to receive under such benefit programs from which such continued participation is barred. In either case, however, the Covered Executive will be required to continue to pay, on a pre-tax or after-tax basis, as applicable, his portion remainder of the cost of such coverages his or her COBRA coverage, as specified in effect the COBRA notice to be supplied by the Company following the Participant’s Qualifying Termination. Notwithstanding the foregoing, if at any time the time Company determines that its partial subsidy of the Qualifying TerminationParticipant’s COBRA premiums would result in a violation of the nondiscrimination rules of Code Section 105(h)(2) 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 Employer subsidized COBRA premiums described above, the Company will continue instead pay a fully taxable cash payment equal to pay the Company’s portion of the applicable COBRA premiums for that month (such amount, the “Special Severance Payment”) to the Participant on the last day of each month of the remainder of the Benefit Period. All periods of Company-subsidized coverage will be taken into account for purposes of determining the Participant’s maximum period of COBRA entitlement. Following the end of the Company-subsidized coverage period, the Participant will be responsible for payment of his or her entire COBRA premium, to the extent the Participant continues to be entitled to COBRA coverage at that time. Notwithstanding the foregoing, in the event the terminated Participant becomes covered under another employer’s group health plan (other than a plan which imposes a preexisting condition exclusion unless the preexisting condition exclusion does not apply) or otherwise ceases to be eligible for COBRA coverage during the period provided in this Section 4.3(b), the Company shall cease payment of its portion of such coststhe COBRA premiums or the Special Severance Payments, as in effect at the time of the Qualifying Termination. Any coverage provided pursuant to this Section 3.1(d) will be limited and reduced to the extent equivalent coverage is otherwise provided by (or available from or under) any other employer of the Covered Executive. The Covered Executive must advise the Plan Administrator of the attainment of any such subsequent employer benefit coverages within thirty (30) days following such attainment. The pre-tax or after-tax payroll deductions for the continued medical, dental, vision life and long-term care benefits described above will be taken from the Covered Executive’s Severance Pay pursuant to the Employer’s normal payroll practices; provided, however, that if any of such coverages are provided on a self-insured basis, the Covered Executive will be required to pay his portion of the cost of such coverages on an after-tax basis and the remainder of such cost will be included in the Covered Executive’s income and reported as wages on Form W-2. Any continued medical, dental or vision benefits provided to the Covered Executive and his dependents pursuant to this Section 3.1(d) is in addition to any rights the Covered Executive and such dependents may have to continue such coverages under COBRA. The provisions of this Section 3.1(d) will not prohibit the Company from changing the terms of such medical, dental, life vision or long-term care benefit programs provided that any such changes apply to all executives of the Company and its Affiliates (e.g., the Company may switch insurance carriers or preferred provider organizations)applicable.