Common use of Group Health Plans Clause in Contracts

Group Health Plans. Subject to Sections 2(c) and 2(d), if the Covered Employee properly elects COBRA coverage under the Company’s group health and/or dental plans, then for each month of the Continuation Period, the Company will pay the Covered Employee an amount equal to the excess of (i) the portion of the monthly cost for the Covered Employee’s coverage under the Company’s group health and/or dental plans immediately prior to the Covered Employee’s Termination of Employment or, if greater (and if applicable), immediately prior to the Change in Control (subject to the rule for coverage changes discussed below) over (ii) the portion of the monthly cost for the Covered Employee’s coverage under the Company’s group health and/or dental plans that is actually borne by the Company during the Continuation Period. If the level of the Covered Employee’s coverage changes during the Continuation Period, as, for example, from single to family coverage or to no coverage, the amount which the Company shall pay will be determined as if the new coverage level had been the level of coverage in effect immediately prior to the Termination of Employment or Change in Control, as the case may be. Notwithstanding anything to the contrary contained herein, (A) 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 (B) the Company is otherwise unable to continue to cover the Covered Employee under its group health plans (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, the Company shall in its sole discretion decide to either (i) thereafter pay to the Covered Employee an amount equal to each remaining Company subsidy as currently taxable compensation in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) or (ii) provide comparable medical benefits pursuant to an alternative arrangement. Any such reimbursement or payment shall be made on or before the 10th day of the calendar month following the calendar month in which any continuation coverage payment was incurred. In addition, the Company shall pay to the Covered Employee during the Continuation Period an amount equal to any Company contribution that the Company would have made on behalf of the Covered Employee to a health savings account (or other arrangement), had the Covered Employee been employed by the Company and based on the Covered Employee’s level of coverage in effect at the time of such contribution (i.e., single or family coverage), payable in the calendar year following the calendar year for which the contribution was made.

Group Health Plans. Subject to Sections 2(c) and 2(d), if If the Covered Employee properly Executive elects COBRA coverage under the Company’s group health and/or dental plans, then for each month of the Continuation Period, the Company will pay the Covered Employee Executive an amount equal to the excess of (i) the portion of the monthly cost for the Covered EmployeeExecutive’s coverage under the Company’s group health and/or dental plans that was borne by the Company immediately prior to the Covered EmployeeExecutive’s Termination of Employment or, if greater (and if applicable)greater, immediately prior to the Change in Control (subject to the rule for coverage changes discussed below) over (ii) the portion of the monthly cost for the Covered EmployeeExecutive’s coverage under the Company’s group health and/or dental plans that is actually borne by the Company during the Continuation Period. The Executive’s coverage will be deemed to include any Company contribution to a Health Savings Account (or similar arrangement) for the Executive. If the level of the Covered EmployeeExecutive’s coverage changes during the Continuation Period, as, for example, from single to family coverage or to no coverage, the amount which the Company shall pay will be determined as if the new coverage level had been the level of coverage in effect immediately prior to the Termination of Employment or Change in Control, as the case may be. Notwithstanding anything The Executive shall be entitled to elect health care continuation coverage under the Company’s group health and/or dental plans for up to 12 months beyond the end of the 18-month COBRA period if he or she has not become eligible to participate as an employee in a plan of another employer providing group health and dental benefits to the contrary contained hereinExecutive and the Executive’s eligible family members and dependents, (A) if which plan does not contain any exclusion or limitation with respect to any pre-existing condition of the Executive or any eligible family member or dependent who would otherwise be covered under the Company’s plan pursuant to which such benefits are provided but for this clause. If COBRA continuation coverage is not, or ceases prior not available to the expiration Executive during any portion of the period Continuation Period (other than by reason of his or her failure to elect COBRA continuation coverage or to be, exempt from pay the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5required premiums for such coverage), or (B) the Company is otherwise unable to continue to cover the Covered Employee under its group health plans (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, the Company shall in its sole discretion decide to either (i) thereafter pay to the Covered Employee an amount equal to each remaining Company subsidy as currently taxable compensation in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) or (ii) will provide comparable medical benefits pursuant to an alternative arrangement, such as an individual medical insurance contract, and such alternative benefits will be treated as part of the Company’s health and/or dental plan. Any such reimbursement or payment made under this Section 2(c) shall be made on or before the 10th last day of the calendar month year following the calendar month year in which any continuation coverage payment was incurred. In addition, the Company shall pay to the Covered Employee during the Continuation Period an amount equal to any Company contribution that the Company would have made on behalf of the Covered Employee to a health savings account (or other arrangement), had the Covered Employee been employed by the Company and based on the Covered Employee’s level of coverage in effect at the time of such contribution (i.e., single or family coverage), payable in the calendar year following the calendar year for which the contribution was made.

Group Health Plans. Subject to Sections 2(c) and 2(d), if If the Covered Employee properly Executive elects COBRA coverage under the Company’s group health and/or dental plans, then for each month of the Continuation Period, the Company will pay the Covered Employee Executive an amount equal to the excess of (i) the portion of the monthly cost for the Covered EmployeeExecutive’s coverage under the Company’s group health and/or dental plans that was borne by the Company immediately prior to the Covered EmployeeExecutive’s Termination of Employment or, if greater (and if applicable)greater, immediately prior to the Change in Control (subject to the rule for coverage changes discussed below) over (ii) the portion of the monthly cost for the Covered EmployeeExecutive’s coverage under the Company’s group health and/or dental plans that is actually borne by the Company during the Continuation Period. The Executive’s coverage will be deemed to include any Company contribution to a Health Savings Account (or similar arrangement) for the Executive. If the level of the Covered EmployeeExecutive’s coverage changes during the Continuation Period, as, for example, from single to family coverage or to no coverage, the amount which the Company shall pay will be determined as if the new coverage level had been the level of coverage in effect immediately prior to the Termination of Employment or Change in Control, as the case may be. Notwithstanding anything The Executive shall be entitled to elect health care continuation coverage under the Company’s group health and/or dental plans for up to 12 months beyond the end of the 18-month COBRA period if he or she has not become eligible to participate as an employee in a plan of another employer providing group health and dental benefits to the contrary contained hereinExecutive and the Executive’s eligible family members and dependents, (A) if which plan does not contain any exclusion or limitation with respect to any pre-existing condition of the Executive or any eligible family member or dependent who would otherwise be covered under the Company’s plan pursuant to which such benefits are provided but for this clause. If COBRA continuation coverage is not, or ceases prior not available to the expiration Executive during any portion of the period Continuation Period (other than by reason of his or her failure to elect COBRA continuation coverage or to be, exempt from pay the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5required premiums for such coverage), or (B) the Company is otherwise unable to continue to cover the Covered Employee under its group health plans (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, the Company shall in its sole discretion decide to either (i) thereafter pay to the Covered Employee an amount equal to each remaining Company subsidy as currently taxable compensation in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) or (ii) will provide comparable medical benefits pursuant to an alternative arrangement, such as an individual medical insurance contract, and such alternative benefits will be treated as part of the Company’s health and/or dental plan. Any such reimbursement or payment made under this Section 2(c) shall be made on or before the 10th last day of the calendar month following the calendar month in which any continuation coverage payment was incurred. In addition, the Company shall pay to the Covered Employee during the Continuation Period an amount equal to any Company contribution that the Company would have made on behalf of the Covered Employee to a health savings account (or other arrangement), had the Covered Employee been employed by the Company and based on the Covered Employee’s level of coverage in effect at the time of such contribution (i.e., single or family coverage), payable in the calendar year following the calendar year for which the contribution was made.

Group Health Plans. Subject to Sections 2(c) and 2(d), if If the Covered Employee properly elects COBRA coverage under the Company’s group health and/or dental plans, then for each month of the Continuation Period, the Company will pay the Covered Employee an amount equal to the excess of (i) the portion of the monthly cost for the Covered Employee’s coverage under the Company’s group health and/or dental plans that was borne by the Company immediately prior to the Covered Employee’s Termination of Employment or, if greater (and if applicable)greater, immediately prior to the Change in Control (subject to the rule for coverage changes discussed below) over (ii) the portion of the monthly cost for the Covered Employee’s coverage under the Company’s group health and/or dental plans that is actually borne by the Company during the Continuation PeriodPeriod (the “COBRA Premiums”). The Covered Employee’s coverage will be deemed to include any Company contribution to a Health Savings Account (or similar arrangement) for the Covered Employee. If the level of the Covered Employee’s coverage changes during the Continuation Period, as, for example, from single to family coverage or to no coverage, the amount which the Company shall pay will be determined as if the new coverage level had been the level of coverage in effect immediately prior to the Termination of Employment or Change in Control, as the case may be. Notwithstanding anything to the contrary contained herein, (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of If COBRA continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Covered Employee under its group health plans (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, the Company shall in its sole discretion decide to either (i) thereafter pay not available to the Covered Employee an amount equal during any portion of the Continuation Period (other than by reason of his failure to each remaining Company subsidy as currently taxable compensation in substantially equal monthly installments over the elect COBRA continuation coverage period (or to pay the remaining portion thereof) or (ii) required premiums for such coverage), the Company will provide comparable medical benefits pursuant to an alternative arrangement, such as an individual medical insurance contract, and such alternative benefits will be treated as part of the Company’s health and/or dental plan. Any such reimbursement or payment made under this Section 2(b) shall be made on or before the 10th day of the calendar month following the calendar month in which any continuation coverage payment was incurred. In additionNotwithstanding the foregoing, if at any time the Company determines that its payment of COBRA Premiums on the Covered Employee’s behalf would result in a violation of applicable law (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 paying COBRA Premiums pursuant to this Section, the Company shall pay to the Covered Employee during on the last day of each remaining month of the Continuation Period an amount Period, a fully taxable cash payment equal to any Company contribution that the Company would have made on behalf of COBRA Premium for such month, subject to applicable tax withholding (such amount, the Covered Employee to a health savings account (or other arrangement“Special Severance Payment”), had the Covered Employee been employed by the Company and based on such Special Severance Payment to be made without regard to the Covered Employee’s level payment of coverage COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the Continuation Period. Nothing in effect at this Agreement shall deprive the time Covered Employee of such contribution (i.e., single his rights under COBRA or family coverage), payable in ERISA for benefits under plans and policies arising under his employment by the calendar year following the calendar year for which the contribution was madeCompany.

Group Health Plans. Subject to Sections 2(c) and 2(d), if the Covered Employee properly elects COBRA continuation coverage under the Company’s group health and/or dental plans, then for each month of the Continuation Period, the Company will pay the Covered Employee an amount equal to the excess of (i) the portion of the monthly cost for the Covered Employee’s coverage under the Company’s group health and/or dental plans immediately prior to the Covered Employee’s Termination of Employment or, if greater (and if applicable), immediately prior to the Change in Control (subject to the rule for coverage changes discussed below) that was borne by the Company over (ii) the portion of the monthly cost for the Covered Employee’s coverage under the Company’s group health and/or dental plans that is actually borne by the Company during the Continuation Period. If the level of the Covered Employee’s coverage changes during the Continuation Period, as, for example, from single to family coverage or to no coverage, the amount which the Company shall pay will be determined as if the new coverage level had been the level of coverage in effect immediately prior to the Termination of Employment or Change in Control, as the case may be. Notwithstanding anything to the contrary contained herein, (A) 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 (B) the Company is otherwise unable to continue to cover the Covered Employee under its group health plans (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, the Company shall in its sole discretion decide to either (i) thereafter pay to the Covered Employee an amount equal to each remaining Company subsidy as currently taxable compensation in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) or (ii) provide comparable medical benefits pursuant to an alternative arrangement. Any such reimbursement or payment shall be made on or before the 10th day of the calendar month following the calendar month in which any continuation coverage payment was incurred. In addition, the Company shall pay to the Covered Employee during the Continuation Period an amount equal to any Company contribution that the Company would have made on behalf of the Covered Employee to a health savings account (or other arrangement), had the Covered Employee been employed by the Company and based on the Covered Employee’s level of coverage in effect at the time of such contribution (i.e., single or family coverage), payable in the calendar year following the calendar year for which the contribution was made.

Group Health Plans. Subject to Sections 2(c) and 2(d), if During the Covered Employee properly elects COBRA coverage under the Company’s group health and/or dental plans, then for each month of the Continuation Periodcontinuation period, the Company will pay the Covered Employee an amount equal to the excess of (i) the portion of the monthly cost for the Covered Employee’s coverage under the Company’s maintain a group health and/or dental plans plan(s) which by its terms covers you (and your family members and dependents who were eligible to be covered at any time during the 90-day period immediately prior to the Covered Employee’s Date of Xxxxxxx X. Xxxxxx February 8, 1997 Page 4 Termination for the period after the Date of Employment or, if greater (Termination in which such family members and if applicable), immediately prior dependents would otherwise continue to be covered under the Change in Control (subject to the rule for coverage changes discussed below) over (ii) the portion terms of the monthly cost for the Covered Employee’s coverage under the Company’s group health and/or dental plans that is actually borne by the Company during the Continuation Period. If the level of the Covered Employee’s coverage changes during the Continuation Period, as, for example, from single to family coverage or to no coverage, the amount which the Company shall pay will be determined as if the new coverage level had been the level of coverage plan in effect immediately prior to the Date of Termination) under the same terms and at the same cost to you and your family members and dependents as similarly situated individuals who continue to be employed by the Company (without regard to any reduction in such benefits that constitutes Good Reason). The "continuation period" is the period beginning on your Date of Termination and ending on the earlier of Employment (i) the last day of the 12th month that begins after your Date of Termination or Change (ii) the date after your Date of Termination on which you first become eligible to participate as an employee in Controla plan of another employer providing group health benefits to you and your eligible family members and dependents which plan does not contain any exclusion or limitation with respect to any pre-existing condition of you or any eligible family member or dependent who would otherwise be covered under the Company's plan but for this clause (ii). To the extent you incur a tax liability (including federal, as the case may be. Notwithstanding anything to the contrary contained herein, (Astate and local taxes and any interest and penalties with respect thereto) if any plan in connection with a benefit provided pursuant to this Section 3(b) which such benefits are provided is not, or ceases prior to the expiration you would not have incurred had you been an active employee of the period of continuation coverage to be, exempt from Company participating in the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Covered Employee under its Company's group health plans (including without limitation, Section 2716 of the Public Health Service Act), then, in either caseplan, the Company shall will make a payment to you in its sole discretion decide to either (i) thereafter pay to the Covered Employee an amount equal to each remaining Company subsidy as currently taxable compensation such tax liability plus an additional amount sufficient to permit you to retain a net amount after all taxes (including penalties and interest) equal to the initial tax liability in substantially equal monthly installments over connection with the continuation coverage period benefit. For purposes of applying the foregoing, your tax rate will be deemed to be the highest statutory marginal state and federal tax rate (or the remaining portion thereofon a combined basis) or (ii) provide comparable medical benefits then in effect. The payment pursuant to an alternative arrangement. Any such reimbursement or payment shall this Section 3(b) will be made on or before within 10 days after your remittal of a written request therefor accompanied by a statement indicating the 10th day basis for and amount of the calendar month following liability. The continuation period under applicable federal and state continuation laws will begin to run from the calendar month in which any continuation coverage payment was incurred. In addition, the Company shall pay to the Covered Employee Date of Termination and will run concurrently during the Continuation Period an amount equal time that coverage pursuant to any Company contribution that the Company would have made on behalf of the Covered Employee to a health savings account (or other arrangement), had the Covered Employee been employed by the Company and based on the Covered Employee’s level of coverage in effect at the time of such contribution (i.e., single or family coverage), payable in the calendar year following the calendar year for which the contribution was madethis Section 3(b) is provided.

Group Health Plans. Subject to Sections 2(c) and 2(d), if If the Covered Employee properly Executive elects COBRA continuation coverage under the Company’s group health and/or dental plans, then for each month of the Continuation Period, the Company will pay the Covered Employee Executive an amount equal to the excess of (i) the portion of the monthly cost for the Covered EmployeeExecutive’s coverage under the Company’s group health and/or dental plans that was borne by the Company immediately prior to the Covered EmployeeExecutive’s Termination of Employment or, if greater (and if applicable)greater, immediately prior to the Change in Control (subject to the rule for coverage changes discussed below) over (ii) the portion of the monthly cost for the Covered EmployeeExecutive’s coverage under the Company’s group health and/or dental plans that is actually borne by the Company during the Continuation Period. The Executive’s coverage will be deemed to include any Company contribution to a Health Savings Account (or similar arrangement) for the Executive. If the level of the Covered EmployeeExecutive’s coverage changes during the Continuation Period, as, for example, from single to family coverage or to no coverage, the amount which the Company shall pay will be determined as if the new coverage level had been the level of coverage in effect immediately prior to the Termination of Employment or Change in Control, as the case may be. Notwithstanding anything The Executive shall be entitled to elect health care continuation coverage under the Company’s group health and/or dental plans for up to 12 months beyond the end of the 18-month COBRA period if he or she has not become eligible to participate as an employee in a plan of another employer providing group health and dental benefits to the contrary contained hereinExecutive and the Executive’s eligible family members and dependents, (A) if which plan does not contain any exclusion or limitation with respect to any pre-existing condition of the Executive or any eligible family member or dependent who would otherwise be covered under the Company’s plan pursuant to which such benefits are provided but for this clause. If COBRA continuation coverage is not, or ceases prior not available to the expiration Executive during any portion of the period Continuation Period (other than by reason of his or her failure to elect COBRA continuation coverage or to be, exempt from pay the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5required premiums for such coverage), or (B) the Company is otherwise unable to continue to cover the Covered Employee under its group health plans (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, the Company shall in its sole discretion decide to either (i) thereafter pay to the Covered Employee an amount equal to each remaining Company subsidy as currently taxable compensation in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) or (ii) will provide comparable medical health benefits pursuant to an alternative arrangement, such as an individual health insurance contract, and such alternative benefits will be treated as part of the Company’s health and/or dental plan. Any such reimbursement or payment made under this Section 2(c) shall be made on or before the 10th last day of the calendar month year following the calendar month year in which any continuation coverage payment was incurred. In addition, the Company shall pay to the Covered Employee during the Continuation Period an amount equal to any Company contribution that the Company would have made on behalf of the Covered Employee to a health savings account (or other arrangement), had the Covered Employee been employed by the Company and based on the Covered Employee’s level of coverage in effect at the time of such contribution (i.e., single or family coverage), payable in the calendar year following the calendar year for which the contribution was made.