Common use of Health and Other Benefits Clause in Contracts

Health and Other Benefits. For a period of thirty-six (36) months after the Termination Date, the Company shall continue health, vision, dental, life insurance and long-term disability benefits, including executive benefits, to Executive and/or Executive’s family as if Executive’s employment with the Company had not been terminated as of the Termination Date, in accordance with the Company’s then-current plans, programs, practices and policies on terms and conditions (including the level of benefits, deductibles and employee payments for such benefits) not less favorable than those which are then being provided to peer executives of the company. If pursuant to the terms and conditions of any such health or welfare plan or program, the Company is not able to continue Executive’s and/or Executive’s family participation in the plan or program for all or any portion of such thirty-six (36) month period, the Company will provide and/or pay for any such benefit for Executive and/or Executive’s family, for such period as such benefits are not able to be continued pursuant to a plan or program of the Company, less the amount that would have been paid by Executive for such benefits pursuant to the Company’s plan or program. The Company will also pay to Executive an amount equal to any federal, state and local taxes due on such amounts paid by the Company such that Executive will be in a tax-equivalent position after such payments to what Executive would have been in had Executive continued participation in the plan or program as is contemplated by the first sentence of this Subsection IV(d). Such amount will be payable in 36 monthly installments, commencing on the first day of the month immediately following the sixth-month anniversary of Executive’s Termination Date In the event that Executive and the Company cannot agree upon the amount of such payments described in the previous two sentences, they shall mutually agree upon an independent third-party benefits consultant who shall determine, after an opportunity for both Executive and the Company to present evidence, the amount of such payments which shall be made, which determination shall be binding upon Executive and the Company, absent manifest error. In the event that the Executive, at the time of a Change of Control, is not eligible to participate as a retiree in the Company’s health and dental plans, including executive plans, the Company shall immediately cause the eligibility requirements for participation as a retiree in such plans to be revised or waived so that Executive shall be entitled to participate as a retiree following Executive’s Termination and the continuation of benefits period described in the preceding paragraph.

Health and Other Benefits. (i) For a period of thirty-six (36) [ ] months after the Termination Dateof Employment, the Company shall continue health, vision, dental, life insurance and long-term disability benefits, including executive benefits, to Executive and/or Executive’s family as if Executive’s employment with the Company had not been terminated as of the Termination Dateof Employment, in accordance with the Company’s then-current plans, programs, practices and policies on terms and conditions (including the level of benefits, deductibles and employee payments for such benefits) not less favorable than those which are then being provided to peer executives of the companyCompany. The full cost of health and dental coverage, less the portion of the cost that the Executive is required to pay for such benefits pursuant to the Company’s health and dental plan or program, will be included in Executive’s taxable income. The amount paid under this Section IV(f)(i) during a taxable year of Executive may not impact the amount paid by the Company under this Section IV(f)(i) during any other taxable year. The Company will also pay Executive an amount equal to any federal, state and local taxes due on such taxable income such that Executive will be in tax-equivalent position after such payments to what Executive would have been in had Executive paid the full cost of the coverage. Such amount will be paid to the Executive on the later of (i) the due date for the Executive’s tax return for the taxable year in which such taxable income is reported, and (ii) the sixth month anniversary of Executive’s Termination of Employment. In no event shall such amount be paid later than the end of Executive’s taxable year next following the taxable year in which such taxes are remitted to the applicable taxing authority. (ii) If pursuant to the terms and conditions of any such health or welfare plan or program, the Company is not able to continue Executive’s and/or Executive’s family participation in the plan or program for all or any portion of such thirty-six (36) [ ] month period, the Company will provide and/or pay reimburse Executive for the cost of insurance for any such benefit for Executive and/or Executive’s family, for such period as such benefits are not able to be continued pursuant to a plan or program of the Company, less the amount that would have been paid by Executive for such benefits pursuant to the Company’s plan or program. The Company will also pay to Executive an amount equal to any federal, state and local taxes due on such amounts paid by the Company such that Executive will be in a tax-equivalent position after such payments to what Executive would have been in had Executive continued participation in the plan or program as is contemplated by the first sentence of this Subsection IV(d). Such amount will be payable in 36 [ ] monthly installments, commencing on the first day of the month immediately following the sixth-month anniversary of Executive’s Termination Date of Employment. In the event that Executive and the Company cannot agree upon the amount of such payments described in the previous two sentences, they shall mutually agree upon an independent third-party benefits consultant who shall determine, after an opportunity for both Executive and the Company to present evidence, the amount of such payments which shall be made, which determination shall be binding upon Executive and the Company, absent manifest error. In the event that the Executive, at the time of a Change of Control, is not eligible to participate as a retiree in the Company’s health and dental plansplans that allow retiree participation, including executive plans, the Company shall immediately cause the eligibility requirements for participation as a retiree in such plans to be revised or waived so that Executive shall be entitled to participate as a retiree following Executive’s Termination of Employment and the continuation of benefits period described in the preceding paragraph. (iii) Company shall provide Executive six (6) months of outplacement services through a designated provider selected by Company. Such outplacement assistance must commence within ninety (90) days of the date of Termination and will terminate after six (6) months thereafter or upon the date Executive obtains other employment, whichever date is sooner.

Health and Other Benefits. (i) For a period of thirty-six (36) months after the Termination Dateof Employment, the Company shall continue health, vision, dental, life insurance and long-term disability benefits, including executive benefits, to Executive and/or Executive’s 's family as if Executive’s 's employment with the Company had not been terminated as of the Termination Dateof Employment, in accordance with the Company’s 's then-current plans, programs, practices and policies on terms and conditions (including the level of benefits, deductibles and employee payments for such benefits) not less favorable than those which are then being provided to peer executives of the companyCompany. The full cost of health and dental coverage, less the portion of the cost that the Executive is required to pay for such benefits pursuant to the Company's health and dental plan or program, will be included in Executive's taxable income. The amount paid under this Section IV(e)(i) during a taxable year of Executive may not impact the amount paid by the Company under this Section IV(e)(i) during any other taxable year. The Company will also pay Executive an amount equal to any federal, state and local taxes due on such taxable income such that Executive will be in tax-equivalent position after such payments to what Executive would have been in had Executive paid the full cost of the coverage. Such amount will be paid to the Executive on the later of (i) the due date for the Executive's tax return for the taxable year in which such taxable income is reported, and (ii) the sixth month anniversary of Executive's Termination of Employment. In no event shall such amount be paid later than the end of Executive's taxable year next following the taxable year in which such taxes are remitted to the applicable taxing authority. (ii) If pursuant to the terms and conditions of any such health or welfare plan or program, the Company is not able to continue Executive’s 's and/or Executive’s 's family participation in the plan or program for all or any portion of such thirty-six (36) month period, the Company will provide and/or pay reimburse Executive for the cost of insurance for any such benefit for Executive and/or Executive’s 's family, for such period as such benefits are not able to be continued pursuant to a plan or program of the Company, less the amount that would have been paid by Executive for such benefits pursuant to the Company’s 's plan or program. The Company will also pay to Executive an amount equal to any federal, state and local taxes due on such amounts paid by the Company such that Executive will be in a tax-equivalent position after such payments to what Executive would have been in had Executive continued participation in the plan or program as is contemplated by the first sentence of this Subsection IV(d). Such amount will be payable in 36 monthly installments, commencing on the first day of the month immediately following the sixth-month anniversary Executive's Termination of Executive’s Termination Date Employment. In the event that Executive and the Company cannot agree upon the amount of such payments described in the previous two sentences, they shall mutually agree upon an independent third-party benefits consultant who shall determine, after an opportunity for both Executive and the Company to present evidence, the amount of such payments which shall be made, which determination shall be binding upon Executive and the Company, absent manifest error. In the event that the Executive, at the time of a Change of Control, is not eligible to participate as a retiree in the Company’s 's health and dental plansplans that allow retiree participation, including executive plans, the Company shall immediately cause the eligibility requirements for participation as a retiree in such plans to be revised or waived so that Executive shall be entitled to participate as a retiree following Executive’s 's Termination of Employment and the continuation of benefits period described in the preceding paragraph.

Health and Other Benefits. (i) For a period of thirtytwenty-six four (3624) months after the Termination Dateof Employment, the Company shall continue health, vision, dental, life insurance and long-term disability benefits, including executive benefits, to Executive and/or Executive’s family as if Executive’s employment with the Company had not been terminated as of the Termination Dateof Employment, in accordance with the Company’s then-current plans, programs, practices and policies on terms and conditions (including the level of benefits, deductibles and employee payments for such benefits) not less favorable than those which are then being provided to peer executives of the companyCompany. The full cost of health and dental coverage, less the portion of the cost that the Executive is required to pay for such benefits pursuant to the Company’s health and dental plan or program, will be included in Executive’s taxable income. The amount paid under this Section IV(e)(i) during a taxable year of Executive may not impact the amount paid by the Company under this Section IV(e)(i) during any other taxable year. The Company will also pay Executive an amount equal to any federal, state and local taxes due on such taxable income such that Executive will be in tax-equivalent position after such payments to what Executive would have been in had Executive paid the full cost of the coverage. Such amount will be paid to the Executive on the later of (i) the due date for the Executive’s tax return for the taxable year in which such taxable income is reported, and (ii) the sixth month anniversary of Executive’s Termination of Employment. In no event shall such amount be paid later than the end of Executive’s taxable year next following the taxable year in which such taxes are remitted to the applicable taxing authority. (ii) If pursuant to the terms and conditions of any such health or welfare plan or program, the Company is not able to continue Executive’s and/or Executive’s family participation in the plan or program for all or any portion of such thirtytwenty-six four (3624) month period, the Company will provide and/or pay reimburse Executive for the cost of insurance for any such benefit for Executive and/or Executive’s family, for such period as such benefits are not able to be continued pursuant to a plan or program of the Company, less the amount that would have been paid by Executive for such benefits pursuant to the Company’s plan or program. The Company will also pay to Executive an amount equal to any federal, state and local taxes due on such amounts paid by the Company such that Executive will be in a tax-equivalent position after such payments to what Executive would have been in had Executive continued participation in the plan or program as is contemplated by the first sentence of this Subsection IV(d). Such amount will be payable in 36 twenty-four (24) monthly installments, commencing on the first day of the month immediately following the sixth-month anniversary of Executive’s Termination Date of Employment. In the event that Executive and the Company cannot agree upon the amount of such payments described in the previous two sentences, they shall mutually agree upon an independent third-party benefits consultant who shall determine, after an opportunity for both Executive and the Company to present evidence, the amount of such payments which shall be made, which determination shall be binding upon Executive and the Company, absent manifest error. In the event that the Executive, at the time of a Change of Control, is not eligible to participate as a retiree in the Company’s health and dental plansplans that allow retiree participation, including executive plans, the Company shall immediately cause the eligibility requirements for participation as a retiree in such plans to be revised or waived so that Executive shall be entitled to participate as a retiree following Executive’s Termination of Employment and the continuation of benefits period described in the preceding paragraph.

Health and Other Benefits. (i) For a period of thirty-six (36) months after the Termination Dateof Employment, the Company shall continue health, vision, dental, life insurance and long-term disability benefits, including executive benefits, to Executive and/or Executive’s family as if Executive’s employment with the Company had not been terminated as of the Termination Dateof Employment, in accordance with the Company’s then-current plans, programs, practices and policies on terms and conditions (including the level of benefits, deductibles and employee payments for such benefits) not less favorable than those which are then being provided to peer executives of the companyCompany. The full cost of health and dental coverage, less the portion of the cost that the Executive is required to pay for such benefits pursuant to the Company’s health and dental plan or program, will be included in Executive’s taxable income. The amount paid under this Section IV(e)(i) during a taxable year of Executive may not impact the amount paid by the Company under this Section IV(e)(i) during any other taxable year. The Company will also pay Executive an amount equal to any federal, state and local taxes due on such taxable income such that Executive will be in tax-equivalent position after such payments to what Executive would have been in had Executive paid the full cost of the coverage. Such amount will be paid to the Executive on the later of (i) the due date for the Executive’s tax return for the taxable year in which such taxable income is reported, and (ii) the sixth month anniversary of Executive’s Termination of Employment. In no event shall such amount be paid later than the end of Executive’s taxable year next following the taxable year in which such taxes are remitted to the applicable taxing authority. (ii) If pursuant to the terms and conditions of any such health or welfare plan or program, the Company is not able to continue Executive’s and/or Executive’s family participation in the plan or program for all or any portion of such thirty-six (36) month period, the Company will provide and/or pay reimburse Executive for the cost of insurance for any such benefit for Executive and/or Executive’s family, for such period as such benefits are not able to be continued pursuant to a plan or program of the Company, less the amount that would have been paid by Executive for such benefits pursuant to the Company’s plan or program. The Company will also pay to Executive an amount equal to any federal, state and local taxes due on such amounts paid by the Company such that Executive will be in a tax-equivalent position after such payments to what Executive would have been in had Executive continued participation in the plan or program as is contemplated by the first sentence of this Subsection IV(d). Such amount will be payable in 36 monthly installments, commencing on the first day of the month immediately following the sixth-month anniversary of Executive’s Termination Date of Employment. In the event that Executive and the Company cannot agree upon the amount of such payments described in the previous two sentences, they shall mutually agree upon an independent third-party benefits consultant who shall determine, after an opportunity for both Executive and the Company to present evidence, the amount of such payments which shall be made, which determination shall be binding upon Executive and the Company, absent manifest error. In the event that the Executive, at the time of a Change of Control, is not eligible to participate as a retiree in the Company’s health and dental plans, including executive plans, the Company shall immediately cause the eligibility requirements for participation as a retiree in such plans to be revised or waived so that Executive shall be entitled to participate as a retiree following Executive’s Termination of Employment and the continuation of benefits period described in the preceding paragraph.

Health and Other Benefits. For a period of thirtytwenty-six four (3624) months after the Termination Dateof Employment, the Company shall continue health, vision, dental, life insurance and long-term disability benefits, including executive benefits, to Executive and/or Executive’s family as if Executive’s employment with the Company had not been terminated as of the Termination Dateof Employment, in accordance with the Company’s then-current plans, programs, practices and policies on terms and conditions (including the level of benefits, deductibles and employee payments for such benefits) not less favorable than those which are then being provided to peer executives of the companyCompany. If pursuant to the terms The full cost of health and conditions of any such health or welfare plan or program, the Company is not able to continue Executive’s and/or Executive’s family participation in the plan or program for all or any portion of such thirty-six (36) month period, the Company will provide and/or pay for any such benefit for Executive and/or Executive’s family, for such period as such benefits are not able to be continued pursuant to a plan or program of the Companydental coverage, less the amount portion of the cost that would have been paid by the Executive is required to pay for such benefits pursuant to the Company’s health and dental plan or program, will be included in Executive’s taxable income. The amount paid under this Section IV(f)(i) during a taxable year of Executive may not impact the amount paid by the Company under this Section IV(f)(i) during any other taxable year. The Company will also pay to Executive an amount equal to any federal, state and local taxes due on such amounts paid by the Company taxable income such that Executive will be in a tax-equivalent position after such payments to what Executive would have been in had Executive continued participation in paid the plan or program as is contemplated by full cost of the first sentence of this Subsection IV(d)coverage. Such amount will be payable in 36 monthly installments, commencing paid to the Executive on the first day later of (i) the month immediately following due date for the sixth-Executive’s tax return for the taxable year in which such taxable income is reported, and (ii) the sixth month anniversary of Executive’s Termination Date In the event that Executive and the Company cannot agree upon the amount of such payments described in the previous two sentences, they shall mutually agree upon an independent third-party benefits consultant who shall determine, after an opportunity for both Executive and the Company to present evidence, the amount of such payments which shall be made, which determination shall be binding upon Executive and the Company, absent manifest errorEmployment. In no event shall such amount be paid later than the event that the Executive, at the time end of a Change of Control, is not eligible to participate as a retiree in the Company’s health and dental plans, including executive plans, the Company shall immediately cause the eligibility requirements for participation as a retiree in such plans to be revised or waived so that Executive shall be entitled to participate as a retiree following Executive’s Termination and taxable year next following the continuation of benefits period described taxable year in which such taxes are remitted to the preceding paragraphapplicable taxing authority.

Health and Other Benefits. (i) For a period of thirty-six (36) months after the Termination Date, the Company shall continue health, vision, dental, life insurance and long-term disability benefits, including executive benefits, to Executive and/or Executive’s family as if Executive’s employment with the Company had not been terminated as of the Termination Date, in accordance with the Company’s then-current plans, programs, practices and policies on terms and conditions (including the level of benefits, deductibles and employee payments for such benefits) not less favorable than those which are then being provided to peer executives of the companyCompany. The cost of such coverage, less the portion of the cost that the Executive is required to pay for such benefits pursuant to the Company’s plan or program, will be included in Executive’s taxable income. The amount paid under this Section IV(e)(i) during a taxable year of Executive may not impact the amount paid by the Company under this Section IV(e)(i) during any other taxable year. The Company will also pay Executive an amount equal to any federal, state and local taxes due on such taxable income such that Executive will be in tax-equivalent position after such payments to what Executive would have been in had Executive paid the full cost of the coverage. Such amount will be paid to the Executive on the later of (i) the due date for the Executive’s tax return for the taxable year in which such taxable income is reported, and (ii) the sixth month anniversary of Executive’s Termination Date. In no event shall such amount be paid later than the end of Executive’s taxable year next following the taxable year in which such taxes are remitted to the applicable taxing authority. (ii) If pursuant to the terms and conditions of any such health or welfare plan or program, the Company is not able to continue Executive’s and/or Executive’s family participation in the plan or program for all or any portion of such thirty-six (36) month period, the Company will provide and/or pay reimburse Executive for the cost of insurance for any such benefit for Executive and/or Executive’s family, for such period as such benefits are not able to be continued pursuant to a plan or program of the Company, less the amount that would have been paid by Executive for such benefits pursuant to the Company’s plan or program. The Company will also pay to Executive an amount equal to any federal, state and local taxes due on such amounts paid by the Company such that Executive will be in a tax-equivalent position after such payments to what Executive would have been in had Executive continued participation in the plan or program as is contemplated by the first sentence of this Subsection IV(d). Such amount will be payable in 36 monthly installments, commencing on the first day of the month immediately following the sixth-month anniversary of Executive’s Termination Date In the event that Executive and the Company cannot agree upon the amount of such payments described in the previous two sentences, they shall mutually agree upon an independent third-party benefits consultant who shall determine, after an opportunity for both Executive and the Company to present evidence, the amount of such payments which shall be made, which determination shall be binding upon Executive and the Company, absent manifest error. The cost of such coverage, less the portion of the cost that the Executive is required to pay for such benefits pursuant to the Company’s plan or program, will be included in Executive’s taxable income. The amounts paid under this Section IV(e)(ii) during a taxable year of Executive may not impact the Amount paid by the Company under this Section IV(e)(ii) during any other taxable year. The Company will also pay Executive an amount equal to any federal, state and local taxes due on such amounts paid by the Company such that Executive will be in a tax equivalent position after such payments to what Executive would have been in had Executive continued participation in the plan or program as is contemplated by the first sentence of this Subsection IV(e). Such amount will be paid on the later of (i) the due date for the Executive’s tax return for the taxable year in which amounts paid under this Section IV(e)(ii) are reported as taxable income, and (ii) the sixth month anniversary of Executive’s Termination Date. In no event shall such amount be paid later than the end of Executive’s taxable year next following the taxable year in which such taxes are remitted to the applicable taxing authority. In the event that the Executive, at the time of a Change of Control, is not eligible to participate as a retiree in the Company’s health and dental plans, including executive plans, the Company shall immediately cause the eligibility requirements for participation as a retiree in such plans to be revised or waived so that Executive shall be entitled to participate as a retiree following Executive’s Termination of Employment and the continuation of benefits period described in the preceding paragraph.