Common use of Health and Life Insurance Clause in Contracts

Health and Life Insurance. In the event Employee’s employment is terminated hereunder, the Company shall provide the following health and life insurance benefits: (a) Upon Employee’s termination of employment under this Agreement other than upon Employee’s termination for Cause or upon Employee’s death, the Company shall be responsible for a one-year period following Employee’s Termination Date, the scheduled premium payments (on or before their due dates) on any universal life insurance policy covering Employee’s life which is in force immediately prior to the Termination Date; provided, however, that the Company shall be obligated to pay any such premiums only to the extent that, and on the same basis as, payments are made by the Company on the universal life insurance policies covering officers of the Company with same or similar coverage and further provided that during the period of six months immediately following the Employee’s Termination Date, the Employee shall be obligated to pay the Company the full cost for any such premium payments, and the Company shall reimburse the Employee for any such payments on the first business day that is more than six months after the Employee’s Termination Date, together with interest on such amount from the Termination Date through the date of payment at the Interest Rate. (b) Upon Employee’s termination of employment under this Agreement other than upon a Change of Control (which shall be governed by the COC Severance Plan), Employee’s termination for Cause, or upon Employee’s death, the Company shall, at its expense, provide such medical and dental coverage as in effect immediately prior to the Termination Date for Employee and Employee’s then covered dependents until the end of the period designated for payments to be made hereunder. Thereafter, Employee and his qualified beneficiaries shall be entitled to continue health insurance benefits, under and through the terms of the applicable COBRA law and regulations, at Employee’s own expense until the expiration of COBRA coverage. (c) In the event of Employee’s death during the Term of Employment for a twelve-month period after his death the Company shall make available at its expense medical and dental insurance covering Employee’s spouse and his dependents (collectively, “Employee’s Beneficiaries”) who would have been covered (if the Term of Employment had continued) by the Company’s medical and dental insurance policies as then in effect, and (ii) thereafter for an additional six-month period, such medical and dental insurance in effect from time to time shall be provided to Employee’s Beneficiaries, with Employee’s Beneficiaries (or estate if applicable) to reimburse the Company for the cost of comparable coverage under the provisions of this clause (ii), unless otherwise prohibited by applicable law Thereafter, Employee and his qualified beneficiaries shall be entitled to continue health insurance benefits, under and through the terms of the applicable COBRA law and regulations, at Employee’s own expense until the expiration of COBRA coverage. (d) Any taxable welfare benefits provided pursuant to this Section 13 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulation Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Section 409A of the Code. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Section 105(b) of the Code, a limitation may be imposed on the amount of such reimbursements over some or all of the applicable severance period, as described in Treasury Regulation Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit.

Health and Life Insurance. (a) In the event Employee’s employment is terminated hereunder, the Company shall provide the following health and life insurance benefits: hereunder (a) Upon Employee’s termination of employment under this Agreement other than upon Employee’s termination for Cause by Employee without Good Reason or upon Employee’s death, the Company shall be responsible for a one-year period following Employee’s Termination Date, the scheduled premium payments (on or before their due dates) on any universal life insurance policy covering Employee’s life which is in force immediately prior to the Termination Date; provided, however, that the Company shall be obligated to pay any such premiums only to the extent that, and on the same basis as, payments are made by the Company on the universal life insurance policies covering officers of the Company with same or similar coverage and further provided that during the period of six months immediately following the Employee’s Termination Date, the Employee shall be obligated to pay the Company the full cost for any such premium payments, and the Company shall reimburse the Employee for any such payments on the first business day that is more than six months after the Employee’s Termination Date, together with interest on such amount from the Termination Date through the date of payment at the Interest Rate. (b) Upon Employee’s termination of employment under this Agreement other than upon a Change of Control (which shall be governed by the COC Severance Plan), Employee’s termination for Cause, or upon Employee’s death), the Company shall, at its expense, provide for Employee and Employee’s then-covered dependents for the twelve (12) month period following the Termination Date one of the following, in the Company’s sole discretion: (i) such medical and dental coverage as in effect immediately prior to the Termination Date for Employee and or (ii) subject to Employee’s then timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) at the Company’s expense, provided that the Employee is eligible and remains eligible for COBRA coverage; provided, further, that to the extent not permitted by applicable law or the terms of such plans, the Company shall pay Employee an amount equal to the COBRA cost for medical and dental benefits on a gross-up after tax basis for the twelve (12) month period following the Termination Date (the “Additional Benefit”). (b) To the extent applicable, the Additional Benefit shall (i) be added to Employee’s Cash Severance Amount and paid in accordance with Section 10(e) hereof in the event of Employee’s termination as provided in Section 10, (ii) be added to Employee’s CIC Cash Severance Amount and paid in accordance with Section 12(d) in the event of Employee’s termination as provided in Section 12. (c) To the extent applicable, the Additional Benefit shall be paid to Employee following Employee’s Termination Date in the case of Employee’s Disability, (i) except in those circumstances covered dependents until by Section 13(c)(iii) herein, 16.66% of such Additional Benefit shall be paid in a lump sum on Employee’s 409A Date, together with six (6) months of Interest Rate, (ii) except in those circumstances covered by Section 13(c)(iii) herein, the end remaining portion of such Additional Benefit shall be paid over a twelve (12) month period, commencing on the first or fifteenth day of the period designated for month immediately following the 409A Date, and shall be paid on a twice per month basis in equal installments, or (iii) if either (A) Employee’s death occurs after Employee’s Termination Date but prior to Employee’s or Employee’s estate’s receipt of all cash payments to be made hereunder. Thereafter, to Employee and his qualified beneficiaries shall be entitled to continue health insurance benefits, under and through the terms of the applicable COBRA law and regulations, at or Employee’s own expense until estate under Section 13(c)(i) or (ii) above or (B) a Change in Control occurs after Employee’s 409A Date but prior to Employee’s receipt of all cash payments to be made to Employee under Section 13(c)(ii), then, in either case, any remaining amounts payable will instead be paid to Employee or Employee’s estate in a single lump sum payment, as soon as administratively possible, but in no event more than 90 days, following such Change in Control or Employee’s death, provided that such Change in Control shall constitute a “change in control” event within the expiration meaning of COBRA coverageTreasury Regulations Section 1.409A-3(i)(5). (cd) In the event of Employee’s death during the Term of Employment for a twelve-month period after of twelve (12) months following his death death, the Company shall make available at its expense medical and dental insurance covering Employee’s spouse and his dependents (collectively, “Employee’s Beneficiaries”) who would have been covered (if the Term of Employment had continued) by the Company’s medical and dental insurance policies as then in effect, and (ii) thereafter for an additional six-month period, such medical and dental insurance in effect from time to time shall be provided to Employee’s Beneficiaries, with Employee’s Beneficiaries (or estate if applicable) to reimburse the Company for the cost of comparable coverage under the provisions of this clause (ii), unless otherwise prohibited by applicable law Thereafterlaw. (e) Thereafter such period provided in this Section 13 above, Employee and his qualified beneficiaries beneficiaries, as applicable, shall be entitled to continue health insurance benefits, under and through the terms of the applicable COBRA law and regulations, at Employee’s own expense until the expiration of COBRA coverage. (df) Any taxable welfare benefits provided pursuant to this Section 13 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulation Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Section 409A of the Code. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Section 105(b) of the Code, a limitation may be imposed on the amount of such reimbursements over some or all of the applicable severance period, as described in Treasury Regulation Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit.

Health and Life Insurance. (a) In the event Employee’s employment is terminated hereunder, the Company shall provide the following health and life insurance benefits: hereunder (a) Upon Employee’s termination of employment under this Agreement other than upon Employee’s termination for Cause by Employee without Good Reason or upon Employee’s death, the Company shall be responsible for a one-year period following Employee’s Termination Date, the scheduled premium payments (on or before their due dates) on any universal life insurance policy covering Employee’s life which is in force immediately prior to the Termination Date; provided, however, that the Company shall be obligated to pay any such premiums only to the extent that, and on the same basis as, payments are made by the Company on the universal life insurance policies covering officers of the Company with same or similar coverage and further provided that during the period of six months immediately following the Employee’s Termination Date, the Employee shall be obligated to pay the Company the full cost for any such premium payments, and the Company shall reimburse the Employee for any such payments on the first business day that is more than six months after the Employee’s Termination Date, together with interest on such amount from the Termination Date through the date of payment at the Interest Rate. (b) Upon Employee’s termination of employment under this Agreement other than upon a Change of Control (which shall be governed by the COC Severance Plan), Employee’s termination for Cause, or upon Employee’s death), the Company shall, at its expense, provide for Employee and Employee’s then-covered dependents for the twelve (12) month period following the Termination Date one of the following, in the Company’s sole discretion: (i) such medical and dental coverage as in effect immediately prior to the Termination Date for Employee and or (ii) subject to Employee’s then timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) at the Company’s expense, provided that the Employee is eligible and remains eligible for COBRA coverage; provided, further, that to the extent not permitted by applicable law or the terms of such plans, the Company shall pay Employee an amount equal to the COBRA cost for medical and dental benefits on a gross-up after tax basis for the twelve (12) month period following the Termination Date (the “Additional Benefit”). (b) To the extent applicable, the Additional Benefit shall (i) be added to Employee’s Cash Severance Amount and paid in accordance with Section 10(e) hereof in the event of Employee’s termination as provided in Section 10, (ii) be added to Employee’s CIC Cash Severance Amount and paid in accordance with Section 12(d) in the event of Employee’s termination as provided in Section 12. (c) To the extent applicable, the Additional Benefit shall be paid to Employee following Employee’s Termination Date in the case of Employee’s Disability, (i) except in those circumstances covered dependents until by Section 13(c)(iii) herein, 16.66% of such Additional Benefit shall be paid in a lump sum on Employee’s 409A Date, together with six (6) months of Interest Rate, (ii) except in those circumstances covered by Section 13(c)(iii) herein, the end remaining portion of such Additional Benefit shall be paid over a twelve (12) month period, commencing on the first or fifteenth day of the period designated for month immediately following the 409A Date, and shall be paid on a twice per month basis in equal installments, or (iii) if either (A) Employee’s death occurs after Employee’s Termination Date but prior to Employee’s or Employee’s estate’s receipt of all cash payments to be made hereunder. Thereafter, to Employee and his qualified beneficiaries shall be entitled to continue health insurance benefits, under and through the terms of the applicable COBRA law and regulations, at or Employee’s own expense until estate under Section 13(c)(i) or (ii) above or (B) a Change in Control occurs after Employee’s 409A Date but prior to Employee’s receipt of all cash payments to be made to Employee under Section 13(c)(ii), then, in either case, any remaining amounts payable will instead be paid to Employee or Employee’s estate in a single lump sum payment, as soon as administratively possible, but in no event more than 90 days, following such Change in Control or Employee’s death, provided that such Change in Control shall constitute a “change in control” event within the expiration meaning of COBRA coverageTreasury Regulations Section 1.409A-3(i)(5). (cd) In the event of Employee’s death during the Term of Employment for a twelve-month period after of twelve (12) months following his death death, the Company shall make available at its expense medical and dental insurance covering Employee’s spouse and his dependents - 14 - (collectively, “Employee’s Beneficiaries”) who would have been covered (if the Term of Employment had continued) by the Company’s medical and dental insurance policies as then in effect, and (ii) thereafter for an additional six-month period, such medical and dental insurance in effect from time to time shall be provided to Employee’s Beneficiaries, with Employee’s Beneficiaries (or estate if applicable) to reimburse the Company for the cost of comparable coverage under the provisions of this clause (ii), unless otherwise prohibited by applicable law Thereafterlaw. (e) Thereafter such period provided in this Section 13 above, Employee and his qualified beneficiaries beneficiaries, as applicable, shall be entitled to continue health insurance benefits, under and through the terms of the applicable COBRA law and regulations, at Employee’s own expense until the expiration of COBRA coverage. (df) Any taxable welfare benefits provided pursuant to this Section 13 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulation Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Section 409A of the Code. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Section 105(b) of the Code, a limitation may be imposed on the amount of such reimbursements over some or all of the applicable severance period, as described in Treasury Regulation Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit.