Common use of Health and Life Insurance Coverage Clause in Contracts

Health and Life Insurance Coverage. The health and life insurance benefits coverage (including any executive medical plan or split dollar insurance plan) provided to the Executive at his or her date of termination (or, if greater, within six months prior to such date of termination), shall be provided by the Company (no less frequently than monthly) at its expense at the same level and in the same manner as if his or her employment had not terminated (and, if applicable, such coverage had not been terminated or modified within six months prior to such date of termination), but subject to the customary changes in such coverages if the Executive reaches age 65 or has similar changes in personal or family circumstances, beginning on the date of such termination and ending on the date 12 months from the date of such termination. Any additional coverages the Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts. Any costs the Executive was paying for such coverages at the time of termination shall be paid by the Executive by separate check payable to the Company each month in advance. If the terms of any benefit plan referred to in this subsection do not permit continued participation by the Executive, then the Company will arrange for other coverage at its expense providing substantially similar benefits with the Executive to pay for such coverage no more than the Executive was paying at the time of termination under the terms of any benefit plan as described above. The coverages provided for in this subsection shall be applied against and reduce the period for which COBRA will be provided, and may at the Company’s election be provided as COBRA coverage, subject to payment by the Company to the Executive (monthly in advance) of additional compensation equal to the excess of the COBRA premium over the costs otherwise payable by the Executive as provided above, in each case as in effect from time to time, plus an additional amount as necessary to reimburse the Executive for additional taxes payable on both such additional compensation and such additional amount at a combined tax rate of 45%; provided, however, that the first of any such payments by the Company shall be made no earlier than six months and one day, and not later than seven months, after the Executive’s termination of employment and shall include all amounts so payable with respect to the first seven months following such termination.

Health and Life Insurance Coverage. The health and life insurance benefits coverage (including any executive medical plan or split dollar insurance plan) provided to the Executive at his or her date of termination (or, if greater, within six months prior to such date of termination), shall be provided by the Company (no less frequently than monthly) at its expense at the same level and in the same manner as if his or her employment had not terminated (and, if applicable, such coverage had not been terminated or modified within six months prior to such date of termination), but subject to the customary changes in such coverages if the Executive reaches age 65 or has similar changes in personal or family circumstances, beginning on the date of such termination and ending on on: (i) the date 12 months from the date of such terminationtermination in the case of a Change in Control occurring without the prior approval of the Board of Directors, or (b) the date 18 months from the date of such termination in the case of a Change in Control occurring with the prior approval of the Board of Directors. Any additional coverages the Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts. Any costs the Executive was paying for such coverages at the time of termination shall be paid by the Executive by separate check payable to the Company each month in advance. If the terms of any benefit plan referred to in this subsection do not permit continued participation by the Executive, then the Company will arrange for other coverage at its expense providing substantially similar benefits with the Executive to pay for such coverage no more than the Executive was paying at the time of termination under the terms of any benefit plan as described above. The coverages provided for in this subsection shall be applied against and reduce the period for which COBRA will be provided, and may at the Company’s election be provided as COBRA coverage, subject to payment by the Company to the Executive (monthly in advance) of additional compensation equal to the excess of the COBRA premium over the costs otherwise payable by the Executive as provided above, in each case as in effect from time to time, plus an additional amount as necessary to reimburse the Executive for additional taxes payable on both such additional compensation and such additional amount at a combined tax rate of 45%; provided, however, that the first of any such payments by the Company shall be made no earlier than six months and one day, and not later than seven months, after the Executive’s termination of employment and shall include all amounts so payable with respect to the first seven months following such termination.

Health and Life Insurance Coverage. The health and life insurance benefits care coverage (including any executive medical plan or split dollar Exec-U-Care) and group term life insurance plan) coverage provided to the Executive at his or her date Date of termination (or, if greater, within six months prior to such date of termination), Termination shall be provided by continued for the Company (no less frequently than monthly) at its expense Severance Period at the same level and in the same manner as then provided to actively employed executive participants as if his or her employment under this Agreement had not terminated (and, if applicable, such coverage had not been terminated or modified within six months prior to such date of termination), but subject to the customary changes in such coverages if the Executive reaches age 65 or has similar changes in personal or family circumstances, beginning on the date of such termination and ending on the date 12 months from the date of such terminationterminated. Any additional coverages the Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts. Any costs the Executive was paying for such coverages at the time Date of termination Termination shall be paid by the Executive by separate check payable to the Company each month in advance. If the terms of any benefit plan the life insurance coverage referred to in this subsection (c), or the laws applicable to such life insurance coverage, do not permit continued participation by the Executive, then the Company will arrange for other life insurance coverage at its expense providing substantially similar benefits with (even if the Executive to pay for costs of such coverage no more are higher than if Executive had remained in the Executive was paying at the time of termination under Company plan). If the terms of any benefit plan as described above. The coverages provided for the healthcare benefits program referred to in this subsection shall be applied against and reduce (c) do not permit continued participation by Executive as required by this subsection or if the period for which COBRA will be provided, and may at the Company’s election healthcare benefits to be provided as COBRA coverageto Executive and his dependents pursuant to this subsection (c) cannot be provided in a manner such that the benefit payments will continue to be tax-free to Executive and his dependents, subject to payment by then the Company shall (i) pay to the Executive within five (monthly in advance5) days after Executive’s Date of additional compensation Termination a lump sum amount equal to the excess of the monthly rate for COBRA premium over the costs otherwise payable by the Executive as provided above, in each case as in effect from time to time, plus an additional amount as necessary to reimburse the Executive for additional taxes payable on both such additional compensation and such additional amount coverage at a combined tax rate of 45%; provided, however, that the first of any such payments by the Company shall be made no earlier than six months and one day, and not later than seven months, after the Executive’s termination date that is then being paid by former active employees for the level of employment coverage that applies to Executive and shall include all amounts so payable with respect his dependents, minus the amount active employees are then paying for such coverage, multiplied by the number of months in the Severance Period (plus a gross-up on the lump sum amount determined under this subsection (c)), and (ii) permit Executive and his dependents to elect to participate in the first seven months following such terminationhealthcare plan for the length of the Severance Period upon payment of the applicable rate for COBRA coverage during the Severance Period.

Health and Life Insurance Coverage. The health and life insurance benefits care coverage (including any executive medical plan or split dollar medical) and group term life insurance plan) coverage provided to the Executive at his or her date of termination (or, if greater, within six months prior to such date of termination), shall be provided by continued for the Company (no less frequently than monthly) at its expense Severance Period at the same level and in the same manner as then provided to actively employed executive participants as if his or her employment under this Agreement had not terminated (and, if applicable, such coverage had not been terminated or modified within six months prior to such date of termination), but subject to the customary changes in such coverages if the Executive reaches age 65 or has similar changes in personal or family circumstances, beginning on the date of such termination and ending on the date 12 months from the date of such terminationterminated. Any additional coverages the Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts. Any costs the Executive was paying for such coverages at the time of termination shall be paid by the Executive by separate check payable to the Company each month in advance. If the terms of any benefit plan the life insurance coverage referred to in this subsection (c), or the laws applicable to such life insurance coverage, do not permit continued participation by the Executive, then the Company will arrange for other life insurance coverage at its expense providing substantially similar benefits with (even if the Executive to pay for costs of such coverage no more are higher than if Executive had remained in the Executive was paying at the time of termination under Company plan). If the terms of any benefit plan as described above. The coverages provided for the healthcare benefits program referred to in this subsection (c) do not permit continued participation by Executive as required by this subsection or if the healthcare benefits to be provided to Executive and his dependents pursuant to this subsection (c) cannot be provided in a manner such that the benefit payments will continue to be tax-free to Executive and his dependents, then the Company shall (i) pay to Executive within five (5) days after Executive’s date of termination a lump sum amount equal to the monthly rate for COBRA coverage at Executive’s termination date that is then being paid by former active employees for the level of coverage that applies to Executive and his dependents, minus the amount active employees are then paying for such coverage, multiplied by the number of months in the Severance Period (plus a gross-up on the lump sum amount determined under this subsection (c)), and (ii) permit Executive and his dependents to elect to participate in the healthcare plan for the length of the Severance Period upon payment of the applicable rate for COBRA coverage during the Severance Period. Executive and his dependents shall be applied against and reduce the period for which COBRA will be provided, and may at entitled to receive coverage under the Company’s election retiree healthcare plan commencing at the end of the Severance Period. The level of coverage and costs under the retiree healthcare plan for Executive and his dependents will be the same level of coverage and costs provided as COBRA coverage, subject under the Company’s retiree healthcare plan for executive level employees on Executive’s Date of Termination and such retiree healthcare coverage shall be 100% vested and shall not be terminated in the future (regardless of any termination of such coverage that may occur that affects other executives). The Executive’s entitlement to payment by retiree healthcare coverage shall terminate upon the Company to later of: (i) the death of the Executive and (monthly in advanceii) the death of additional compensation equal to the excess of the COBRA premium over the costs otherwise payable by the Executive as provided above, in each case as in effect from time to time, plus an additional amount as necessary to reimburse the Executive for additional taxes payable on both such additional compensation and such additional amount at a combined tax rate of 45%; provided, however, that the first of any such payments by the Company shall be made no earlier than six months and one day, and not later than seven months, after the Executive’s termination of employment and shall include all amounts so payable with respect to the first seven months following such terminationhis spouse.

Health and Life Insurance Coverage. The health (including executive medical) and group term life insurance benefits coverage (including any executive medical plan or split dollar insurance plan) provided to the Executive at his or her date of termination (or, if greater, within six months prior to such date of termination), shall be provided by continued for the Company (no less frequently than monthly) at its expense Severance Period at the same level and in the same manner as then provided to actively employed executive participants as if his or her employment under this Agreement had not terminated (and, if applicable, such coverage had not been terminated or modified within six months prior to such date of termination), but subject to the customary changes in such coverages if the Executive reaches age 65 or has similar changes in personal or family circumstances, beginning on the date of such termination and ending on the date 12 months from the date of such terminationterminated. Any additional coverages the Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts. Any costs the Executive was paying for such coverages at the time of termination shall be paid by the Executive by separate check payable to the Company each month in advance. If the terms of any benefit plan the life insurance coverage referred to in this subsection (c), or the laws applicable to such life insurance coverage, do not permit continued participation by the Executive, then the Company will arrange for other life insurance coverage at its expense providing substantially similar benefits with the Executive to pay for such coverage no more than the Executive was paying at the time of termination under benefits. If the terms of any benefit plan as described above. The coverages provided for the healthcare benefits program referred to in this subsection shall be applied against and reduce (c) do not permit continued participation by Executive as required by this subsection or if the period for which COBRA will be provided, and may at the Company’s election healthcare benefits to be provided as COBRA coverageto Executive and his dependents pursuant to this subsection (c) cannot be provided in a manner such that the benefit payments will continue to be tax-free to Executive and his dependents, subject to payment by then the Company shall (i) make two payments to Executive, the Executive first one within five (monthly in advance5) days after Executive’s date of additional compensation termination and the second payment one year after the date of the first payment, of a lump sum amount equal to the excess of the monthly rate for COBRA premium over the costs otherwise payable by the Executive as provided above, in each case as in effect from time to time, plus an additional amount as necessary to reimburse the Executive for additional taxes payable on both such additional compensation and such additional amount coverage at a combined tax rate of 45%; provided, however, that the first of any such payments by the Company shall be made no earlier than six months and one day, and not later than seven months, after the Executive’s termination date (and, in the case of employment the second payment, the rate in effect one year after his termination date) that is then being paid by former active employees for the level of coverage that applies to Executive and shall include all amounts so payable with respect his dependents, minus the amount active employees are then paying for such coverage, multiplied by twelve (12) (plus a tax gross-up on such lump sum amount determined under this subsection (c)), and (ii) permit Executive and his dependents to elect to participate in the first seven months following such terminationhealthcare plan for the length of the Severance Period upon payment of the applicable rate for COBRA coverage during the Severance Period.”

Health and Life Insurance Coverage. The health care (including Exec-U-Care) and group term life insurance benefits coverage (including any executive medical plan or split dollar insurance plan) coverages provided to the Executive at his or her date of termination (or, if greater, within six months prior to such date of termination), shall be provided by continued for the Company (no less frequently than monthly) at its expense Severance Period at the same level and in the same manner as then provided to actively employed executive participants as if his or her employment under this Agreement had not terminated (and, if applicable, such coverage had not been terminated or modified within six months prior to such date of termination), but subject to the customary changes in such coverages if the Executive reaches age 65 or has similar changes in personal or family circumstances, beginning on the date of such termination and ending on the date 12 months from the date of such terminationterminated. Any additional coverages the Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable insurance policies or contracts. Any costs the Executive was paying for such coverages at the time of termination shall be paid by the Executive by separate check payable to the Company each month in advance. If the terms of any benefit plan the life insurance coverage referred to in this subsection (c), or the laws applicable to such life insurance coverage do not permit continued participation by the Executive, then the Company will arrange for other life insurance coverage at its expense providing substantially similar benefits with the Executive to pay for such coverage no more than the Executive was paying at the time of termination under benefits. If the terms of any benefit plan as described above. The coverages provided for the healthcare benefits program referred to in this subsection shall be applied against and reduce (c) do not permit continued participation by Executive as required by this subsection or if the period for which COBRA will be provided, and may at the Company’s election healthcare benefits to be provided as COBRA coverageto Executive and his dependents pursuant to this subsection (c) cannot be provided in a manner such that the benefit payments will continue to be tax-free to Executive and his dependents, subject to payment by then the Company shall (i) pay to the Executive within five (monthly in advance5) days after Executive’s date of additional compensation termination a lump sum amount equal to the excess of the monthly rate for COBRA premium over the costs otherwise payable by the Executive as provided above, in each case as in effect from time to time, plus an additional amount as necessary to reimburse the Executive for additional taxes payable on both such additional compensation and such additional amount coverage at a combined tax rate of 45%; provided, however, that the first of any such payments by the Company shall be made no earlier than six months and one day, and not later than seven months, after the Executive’s termination date that is then being paid by former active employees for the level of coverage that applies to Executive and his dependents, minus the amount active employees are then paying for such coverage, multiplied by the number of months in the Severance Period, and (ii) permit Executive and his dependents to elect to participate in the healthcare plan for the length of the Severance Period upon payment of the applicable rate for COBRA coverage during the Severance Period. The benefits provided in this subsection (c) shall cease if Executive obtains other employment and, as a result of such other employment, health care and shall include all amounts so payable with respect life insurance benefits are available to the first seven months following such terminationExecutive.

Health and Life Insurance Coverage. The health and life insurance benefits care coverage (including any executive medical plan or split dollar Exec-U-Care) and group term life insurance plan) coverage provided to the Executive at his or her date of termination (or, if greater, within six months prior to such date of termination), shall be provided by continued for the Company (no less frequently than monthly) at its expense Severance Period at the same level and in the same manner as then provided to actively employed executive participants as if his or her employment under this Agreement had not terminated (and, if applicable, such coverage had not been terminated or modified within six months prior to such date of termination), but subject to the customary changes in such coverages if the Executive reaches age 65 or has similar changes in personal or family circumstances, beginning on the date of such termination and ending on the date 12 months from the date of such terminationterminated. Any additional coverages the Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts. Any costs the Executive was paying for such coverages at the time of termination shall be paid by the Executive by separate check payable to the Company each month in advance. If the terms of any benefit plan the life insurance coverage referred to in this subsection (c), or the laws applicable to such life insurance coverage, do not permit continued participation by the Executive, then the Company will arrange for other life insurance coverage at its expense providing substantially similar benefits with (even if the Executive to pay for costs of such coverage no more are higher than if Executive had remained in the Executive was paying at the time of termination under Company plan). If the terms of any benefit plan as described above. The coverages provided for the healthcare benefits program referred to in this subsection shall be applied against and reduce (c) do not permit continued participation by Executive as required by this subsection or if the period for which COBRA will be provided, and may at the Company’s election healthcare benefits to be provided as COBRA coverageto Executive and his dependents pursuant to this subsection (c) cannot be provided in a manner such that the benefit payments will continue to be tax-free to Executive and his dependents, subject to payment by then the Company shall (i) pay to the Executive within five (monthly in advance5) days after Executive’s date of additional compensation termination a lump sum amount equal to the excess of the monthly rate for COBRA premium over the costs otherwise payable by the Executive as provided above, in each case as in effect from time to time, plus an additional amount as necessary to reimburse the Executive for additional taxes payable on both such additional compensation and such additional amount coverage at a combined tax rate of 45%; provided, however, that the first of any such payments by the Company shall be made no earlier than six months and one day, and not later than seven months, after the Executive’s termination date that is then being paid by former active employees for the level of employment coverage that applies to Executive and shall include all amounts so payable with respect his dependents, minus the amount active employees are then paying for such coverage, multiplied by the number of months in the Severance Period (plus a gross-up on the lump sum amount determined under this subsection (c)), and (ii) permit Executive and his dependents to elect to participate in the first seven months following such terminationhealthcare plan for the length of the Severance Period upon payment of the applicable rate for COBRA coverage during the Severance Period.

Health and Life Insurance Coverage. The health and life insurance benefits coverage (including any executive medical plan or split dollar insurance plan) provided to the Executive Dxxxxxxx at his or her date of termination (or, if greater, or within six months prior to such date of termination), shall be provided by the Company (no less frequently than monthly) at its expense at the same level and in the same manner as if his or her employment had not terminated (and, if applicable, such coverage had not been terminated or modified within six months prior to such date of termination), but subject to the customary changes in such coverages if the Executive Dxxxxxxx reaches age 65 or has similar changes in personal or family circumstances, beginning on the date of such termination and ending on the date 12 months from the date of such terminationtermination (the “Continuation Period”). Any additional coverages the Executive Dxxxxxxx had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts. Any costs the Executive Dxxxxxxx was paying for such coverages at the time of termination shall be paid by the Executive Dxxxxxxx by separate check payable to the Company each month in advance. If the terms of any benefit healthcare plan referred to in this subsection do not permit continued participation by Dxxxxxxx as required by this subsection, or if the Executivehealthcare benefits to be provided to Dxxxxxxx and his dependents pursuant to this subsection cannot be provided in a manner such that the benefit will be tax-free to them, then the Company will arrange for other coverage at its expense providing substantially similar benefits with shall (A) pay to Dxxxxxxx monthly during the Executive to pay for such coverage no more than the Executive was paying at the time of termination under the terms of any benefit plan as described above. The coverages provided for in this subsection shall be applied against and reduce the period for which COBRA will be provided, and may at the Company’s election be provided as COBRA coverage, subject to payment by the Company to the Executive (monthly in advance) of additional compensation Continuation Period an amount equal to the excess of monthly rate for comparable COBRA coverage under such healthcare plan for former active employees, minus the COBRA premium over the costs otherwise payable by the Executive as provided aboveamount active employees are then paying for such coverage, in each case as in effect from time to time, plus an additional amount as necessary to reimburse Dxxxxxxx for the Executive for additional taxes payable on both such additional compensation and such additional amount at a combined tax rate of 45%; provided, however, that and (B) permit Dxxxxxxx and his dependents to elect to participate in such healthcare plan for the first Continuation Period upon payment of the applicable rate for COBRA coverage. The coverages provided for in this subsection shall be applied against and reduce the period for which COBRA coverage would otherwise be provided If the terms of any such payments other benefit plan referred to in this Section do not permit continued participation by Dxxxxxxx, then the Company shall be made no earlier than six months and one day, and not later than seven months, after the Executive’s termination of employment and shall include all amounts so payable with respect to the first seven months following such terminationwill arrange at its expense for other coverage providing substantially similar benefits.