Common use of Health and Life Insurance Coverages Clause in Contracts

Health and Life Insurance Coverages. The health (including Exec-U-Care) and group term life insurance benefits coverage provided to Executive at his Date of Termination shall be continued for the Severance Period at the same level and in the same manner as then provided to actively employed executive participants as if his employment under this Agreement had not terminated. Any additional coverages 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 Executive was paying for such coverages at the time of termination shall be paid by Executive by separate check payable to the Company each month in advance. If the terms of 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 Executive, then the Company will arrange for other life insurance coverage at its expense providing substantially similar benefits. If the terms of 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 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 healthcare 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 Coverages. The health and life insurance benefit coverages (including Exec-U-Care) and group term any executive medical and/or life insurance benefits coverage plans) provided to Executive at his Date Executive's date of Termination termination shall be continued for by the Severance Period Company at its expense at the same level and in the same manner as then provided to actively employed executive participants as if his Executive's employment under this Agreement had not terminatedterminated (subject to the customary changes or cessation in such coverages upon Executive's retirement or reaching age 65), beginning on the date of such termination and ending on the date 24 months from the date of such termination. Any additional coverages 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 Executive was paying for such coverages at the time of termination shall be paid by Executive by separate check payable to the Company each month in advanceadvance (or in such other manner as the Company may agree). If the terms of the life insurance coverage any benefit plan referred to in this subsection (c), or the laws applicable to such life insurance coverage, c)(iii) do not permit continued participation by Executive, then the Company will arrange for other life insurance coverage at its expense providing substantially similar benefits. If the terms of the healthcare benefits program referred to The coverages provided for in this subsection shall be reduced to the extent that any statutory benefits are payable (cand in fact paid) do not permit continued participation during the 24-month period following Executive's termination. If Executive is covered by a split-dollar or similar life insurance program at the date of termination, Executive as required by this subsection or if shall have the healthcare benefits option in Executive's sole discretion to be provided have such policy transferred to Executive and his dependents pursuant to this subsection (c) cannot upon termination, provided that, except as may otherwise be provided in a manner such that the benefit payments will continue to be tax-free to Executive and his dependentsseparate agreement, then the Company shall (ior its subsidiary, as the case may be) pay to Executive within five is paid for its interest (5i.e., the cash surrender value) 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 tax gross-up on policy upon such 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 Periodtransfer.

Health and Life Insurance Coverages. The health and life insurance benefit coverages (including Exec-U-Care) and group term any executive medical and/or life insurance benefits coverage plans) provided to Executive at his Date Executive's date of Termination termination shall be continued for by the Severance Period Company at its expense at the same level and in the same manner as then provided to actively employed executive participants as if his Executive's employment under this Agreement had not terminatedterminated (subject to the customary changes in such coverages upon Executive's retirement or reaching age 65), beginning on the date of such termination and ending on the date 24 months from the date of such termination. Any additional coverages 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 Executive was paying for such coverages at the time of termination shall be paid by Executive by separate check payable to the Company each month in advanceadvance (or in such other manner as the Company may agree). If the terms of the life insurance coverage any benefit plan referred to in this subsection (c), or the laws applicable to such life insurance coverage, c)(iii) do not permit continued participation by Executive, then the Company will arrange for other life insurance coverage at its expense providing substantially similar benefits. If the terms of the healthcare benefits program referred to The coverages provided for in this subsection (c) do not permit continued participation shall be applied against and reduce the period for which COBRA benefits will be provided. If Executive is covered by a split-dollar or similar life insurance program at the date of termination, Executive shall have the option in Executive's sole discretion to have such policy transferred to Executive upon termination, provided that, except as required by this subsection or if the healthcare benefits to may otherwise 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 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 healthcare plan for the length of the Severance Period upon payment of the applicable rate for COBRA coverage during the Severance Periodin

Health and Life Insurance Coverages. (a) The group health care (including Exec-U-Careany executive medical plan) and group term life insurance benefits coverage coverages provided to Executive at his Date of Termination shall be continued for on a monthly basis during the CIC Severance Period at the same level as for active executives and in the same manner as then provided to actively employed executive participants as if his employment under this Agreement had not terminated, beginning on (1) the date of the Change in Control if Executive's employment is terminated within six (6) months prior to the Change in Control or (2) Executive's Date of Termination if Executive's employment is terminated on or within eighteen (18) months following the date of the Change in Control. Any additional coverages coverage Executive had at termination, including dependent coverage, will also be continued on a monthly basis for such period on the same termsterms as for dependents of active executives and in the same manner as if his employment under this Agreement had not terminated, to the extent permitted by the applicable policies or contracts. Any costs Executive was paying for such coverages at the time of termination shall be paid by Executive by separate check payable to the Company each month in advance. Executive will be permitted to pay the full cost for such coverages by separate check payable to the Company each month in advance for all such coverage from Executive's Date of Termination until the date of the Change in Control if Executive's employment is terminated within six (6) months prior to the Change in Control and Executive elects to continue such coverage during that time period. If the terms of the any life insurance coverage plan referred to in this subsection (c)Section 4.3, or the laws applicable to such life insurance coverageplan, do not permit continued participation by Executive after Executive's Date of Termination and for the full term contemplated herein, then the Company will arrange for other life insurance coverage coverage(s) satisfactory to Executive at its Company's expense providing which provides substantially similar benefitsbenefits or will pay Executive on a monthly basis the cost of such coverage(s) for the CIC Severance Period or portion thereof which does not permit such continued participation (and for which no other satisfactory life insurance is arranged). If the terms of the healthcare benefits program health care plan referred to in this subsection (ca) do not permit continued participation by Executive and his dependents through the CIC Severance Period as required by this subsection or if the healthcare benefits to be provided to Executive and his dependents pursuant to this subsection (ca) 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 on a monthly basis during the CIC Severance Period or portion thereof which does not permit such continued participation (5or participation on a tax-free basis) days after Executive’s date of termination a lump sum an amount equal to the monthly rate for COBRA coverage at Executive’s termination such date under the healthcare plan 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 for the number of months in the Severance Period applicable month such continued participation (plus or participation on a tax grosstax-up on such lump sum amount determined under this subsection (c))free basis) is not permitted, and (ii) permit Executive and his dependents to elect to participate in the healthcare plan for the length of the Severance Period COBRA continuation period upon payment of the applicable rate for COBRA coverage during the COBRA continuation period. (b) For purposes of any individual executive life insurance policy (or policies) maintained by the Company for Executive, the Company shall continue to pay, on a monthly basis, the premiums for such policy or policies during the CIC Severance Period. Executive will be permitted to pay the full cost for such coverage by separate check payable to the Company each month in advance for all such coverage from Executive's Date of Termination until the date of the Change in Control if Executive's employment is terminated within six (6) months prior to the Change in Control and Executive elects to continue such coverage during that time period. (c) Notwithstanding any of the foregoing, the Company shall not be required to continue any group health care (including any executive medical plan), group term life insurance benefits coverage or individual executive life insurance policy provided to Executive at his Date of Termination (as described above) during the CIC Severance Period, if (i) Executive's employment is terminated within six (6) months prior to the Change in Control and Executive elects not to continue such coverage during the period beginning on Executive's Date of Termination and ending on the date of the Change in Control and (ii) Executive's failure to continue any such coverage during such period materially increases the costs the Company would incur to provide such coverage during the CIC Severance Period (except as otherwise required by law).

Health and Life Insurance Coverages. The health and life insurance benefit coverages (including Exec-U-Care) and group term any executive medical and/or life insurance benefits coverage plans) provided to Executive at his Date Executive’s date of Termination termination shall be continued for by the Severance Period Company at its expense at the same level and in the same manner as then provided to actively employed executive participants as if his Executive’s employment under this Agreement had not terminatedterminated (subject to the customary changes in such coverages upon Executive’s retirement or reaching age 65), beginning on the date of such termination and ending on the date 24 months from the date of such termination. Any additional coverages 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 Executive was paying for such coverages at the time of termination shall be paid by Executive by separate check payable to the Company each month in advanceadvance (or in such other manner as the Company may agree). If the terms of the life insurance coverage any benefit plan referred to in this subsection (c), or the laws applicable to such life insurance coverage, c)(iii) do not permit continued participation by Executive, then the Company will arrange for other life insurance coverage at its expense providing substantially similar benefits. If the terms of the healthcare benefits program referred to The coverages provided for in this subsection (c) do not permit continued participation shall be applied against and reduce the period for which COBRA benefits will be provided. If Executive is covered by a split-dollar or similar life insurance program at the date of termination, Executive as required by this subsection or if shall have the healthcare benefits option in Executive’s sole discretion to be provided have such policy transferred to Executive and his dependents pursuant to this subsection (c) cannot upon termination, provided that, except as may otherwise be provided in a manner such that the benefit payments will continue to be tax-free to Executive and his dependentsseparate agreement, then the Company shall (ior its subsidiary, as the case may be) pay to Executive within five is paid for its interest (5i.e., the cash surrender value) 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 tax gross-up on policy upon such 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 Periodtransfer.

Health and Life Insurance Coverages. (a) The group health care (including Exec-U-Careany executive medical plan) and group term life insurance benefits coverage coverages provided to Executive at his Date of Termination shall be continued for the Severance Period at the same level as for active executives and in the same manner as then provided to actively employed executive participants as if his employment under this Agreement had not terminated, beginning on the Date of Termination and ending on the last day of the CIC Severance Period. Any additional coverages 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 Executive was paying for such coverages at the time of termination shall be paid by Executive by separate check payable to the Company each month in advance. If the terms of the any life insurance coverage plan referred to in this subsection (c)Section, or the laws applicable to such life insurance coverage, plan do not permit continued participation by Executive, then the Company will arrange for other life insurance coverage coverage(s) satisfactory to Executive at its Company’s expense providing which provides substantially similar benefitsbenefits or will pay Executive a lump sum amount equal to the costs of such coverage(s) for the CIC Severance Period within 30 days following his Date of Termination. If the terms of the healthcare benefits program health care plan referred to in this subsection (ca) 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 (ca) 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 Date of termination Termination a lump sum amount equal to the monthly rate for COBRA coverage at the date of Executive’s termination date under the healthcare plan 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 CIC Severance Period (plus a tax gross-up on such the lump sum amount determined under this subsection (ca)(i)), and (ii) permit Executive and his dependents to elect to participate in the healthcare plan for the length of the Severance Continuation Period upon payment of the applicable rate for COBRA coverage during the Continuation Period; (b) For purposes of any individual executive life insurance policy (or policies) maintained by the Company for Executive, the Company shall continue to pay the premiums for such policy or policies during the CIC Severance Period.

Health and Life Insurance Coverages. (a) The group health care (including Exec-U-Careany executive medical plan) and group term life insurance benefits coverage coverages provided to Executive at his Date of Termination shall be continued for on a monthly basis during the CIC Severance Period at the same level as for active executives and in the same manner as then provided to actively employed executive participants as if his employment under this Agreement had not terminated, beginning on (1) the date of the Change in Control if Executive’s employment is terminated within six (6) months prior to the Change in Control or (2) Executive’s Date of Termination if Executive’s employment is terminated on or within eighteen (18) months following the date of the Change in Control. Any additional coverages coverage Executive had at termination, including dependent coverage, will also be continued on a monthly basis for such period on the same terms, to the extent permitted by the applicable policies or contracts. Any costs Executive was paying for such coverages at the time of termination shall be paid by Executive by separate check payable to the Company each month in advance. Executive will be required to pay the full cost for such coverages by separate check payable to the Company each month in advance for all such coverage from Executive’s Date of Termination until the date of the Change in Control if Executive’s employment is terminated within six (6) months prior to the Change in Control. If the terms of the any life insurance coverage plan referred to in this subsection (c)Section 4.3, or the laws applicable to such life insurance coverageplan, do not permit continued participation by Executive after Executive’s Date of Termination and for the full term contemplated herein, then the Company will arrange for other life insurance coverage coverage(s) satisfactory to Executive at its Company’s expense providing which provides substantially similar benefitsbenefits or will pay Executive a lump sum amount equal to the cost of such coverage(s) for the CIC Severance Period within thirty (30) days following his Date of Termination. If the terms of the healthcare benefits program health care plan referred to in this subsection (ca) do not permit continued participation by Executive through the CIC Severance Period as required by this subsection or if the healthcare benefits to be provided to Executive and his dependents pursuant to this subsection (ca) 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 thirty (530) days after Executive’s date Date of termination Termination a lump sum amount equal to the monthly rate for COBRA coverage at the date of Executive’s termination date Date of Termination under the healthcare plan 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 CIC Severance Period (plus a tax gross-up on such lump sum amount determined under this subsection (c))Period, and (ii) permit Executive and his dependents to elect to participate in the healthcare plan for the length of the Severance Period COBRA continuation period upon payment of the applicable rate for COBRA coverage during the COBRA continuation period. (b) For purposes of any individual executive life insurance policy (or policies) maintained by the Company for Executive, the Company shall continue to pay, on a monthly basis, the premiums for such policy or policies during the CIC Severance Period.

Health and Life Insurance Coverages. (a) The group health care (including Exec-U-Careany executive medical plan) and group term life insurance benefits coverage coverages provided to Executive at his Date of Termination shall be continued for on a monthly basis during the CIC Severance Period at the same level as for active executives and in the same manner as then provided to actively employed executive participants as if his employment under this Agreement had not terminated, beginning on (1) the date of the Change in Control if Executive's employment is terminated within six (6) months prior to the Change in Control or (2) Executive's Date of Termination if Executive's employment is terminated on or within eighteen (18) months following the date of the Change in Control. Any additional coverages coverage Executive had at termination, including dependent coverage, will also be continued on a monthly basis for such period on the same termsterms as for dependents of active executives and in the same manner as if his employment under this Agreement had not terminated, to the extent permitted by the applicable policies or contracts. Any costs Executive was paying for such coverages at the time of termination shall be paid by Executive by separate check payable to the Company each month in advance. Executive will be permitted to pay the full cost for such coverages by separate check payable to the Company each month in advance for all such coverage from Executive's Date of Termination until the date of the Change in Control if Executive's employment is terminated within six (6) months prior to the Change in Control and Executive elects to continue such coverage during that time period. If the terms of the any life insurance coverage plan referred to in this subsection (c)Section 4.3, or the laws applicable to such life insurance coverageplan, do not permit continued participation by Executive after Executive's Date of Termination and for the full term contemplated herein, then the Company will arrange for other life insurance coverage coverage(s) satisfactory to Executive at its Company’s expense providing which provides substantially similar benefitsbenefits or will pay Executive on a monthly basis the cost of such coverage(s) for the CIC Severance Period or portion thereof which does not permit such continued participation (and for which no other satisfactory life insurance is arranged). If the terms of the healthcare benefits program health care plan referred to in this subsection (ca) do not permit continued participation by Executive and his dependents through the CIC Severance Period as required by this subsection or if the healthcare benefits to be provided to Executive and his dependents pursuant to this subsection (ca) 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 on a monthly basis during the CIC Severance Period or portion thereof which does not permit such continued participation (5or participation on a tax-free basis) days after Executive’s date of termination a lump sum an amount equal to the monthly rate for COBRA coverage at Executive’s termination such date under the healthcare plan 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 for the number of months in the Severance Period applicable month such continued participation (plus or participation on a tax grosstax-up on such lump sum amount determined under this subsection (c))free basis) is not permitted, and (ii) permit Executive and his dependents to elect to participate in the healthcare plan for the length of the Severance Period COBRA continuation period upon payment of the applicable rate for COBRA coverage during the COBRA continuation period. (b) For purposes of any individual executive life insurance policy (or policies) maintained by the Company for Executive, the Company shall continue to pay, on a monthly basis, the premiums for such policy or policies during the CIC Severance Period. Executive will be permitted to pay the full cost for such coverage by separate check payable to the Company each month in advance for all such coverage from Executive’s Date of Termination until the date of the Change in Control if Executive’s employment is terminated within six (6) months prior to the Change in Control and Executive elects to continue such coverage during that time period. (c) Notwithstanding any of the foregoing, the Company shall not be required to continue any group health care (including any executive medical plan), group term life insurance benefits coverage or individual executive life insurance policy provided to Executive at his Date of Termination (as described above) during the CIC Severance Period, if (i) Executive’s employment is terminated within six (6) months prior to the Change in Control and Executive elects not to continue such coverage during the period beginning on Executive’s Date of Termination and ending on the date of the Change in Control and (ii) Executive’s failure to continue any such coverage during such period materially increases the costs the Company would incur to provide such coverage during the CIC Severance Period (except as otherwise required by law).