Common use of Health Care Coverage Clause in Contracts

Health Care Coverage. (i) The Company shall provide medical, prescription drug and dental coverage at the Company’s expense to Executive and, if applicable, to Executive’s family members eligible for such coverage under the Xxxxxx & Xxxxx Welfare Benefit Plan, until the third anniversary of the Termination Date (the “Initial Coverage Period”). The level of coverage to be provided hereunder shall in no event be less than the level of coverage provided immediately before the earlier of the Termination Date or the Change in Control. (ii) The following provisions shall apply if the coverage is self-insured by the Company. The fair market value of coverage for each month included in the Initial Coverage Period shall be deemed to consist of the related monthly premium as would be determined for purposes of COBRA under Section 4980B of the Code (the “Fair Market Value”). If the Delayed Payment Date applies, commencing with the month immediately following the month in which his Termination Date occurs and ending as of the last day of the month in which the Delayed Payment Date occurs (the “Direct Payment Period”), Executive shall be required to pay to the Company at the same time that COBRA premium payments are otherwise due for that month an amount equal to the monthly Fair Market Value. On the first day of the first month following the Delayed Payment Date, the Company shall reimburse Executive for the aggregate amount paid by him during the Direct Payment Period (the “Aggregate Premium Payment”). Effective with respect to the first month following the Direct Payment Period and continuing through the end of the Initial Coverage Period or during the entire Initial Coverage Period if the Delayed Payment Date does not apply, the Company shall cover Executive (and his family members, if applicable) at its sole expense each month, but the Fair Market Value of such coverage shall constitute imputed income to Executive. The Company shall make tax gross-up payments with respect to such reimbursement for the Direct Payment Period and Company-paid coverage during the Initial Coverage Period including (A) Company payment of any required withholding with respect to the reimbursement and with respect to the Fair Market Value of the monthly Company-paid coverage plus the amount of additional withholding due each month as a result of the Company’s payment of such initial withholding amount and (B) Company payment to Executive of an amount equal to any additional federal, state and local tax imposed on Executive with respect to income recognized by Executive pursuant to the foregoing payments, including the amount of additional tax imposed on Executive as a result of Company’s payment of such initial tax. The payment of such additional tax pursuant to (B) shall be made no later than the end of the taxable year following the taxable year in which Executive remits the related taxes. (iii) Following the Initial Coverage Period and for a period of eighteen months thereafter, the Company shall permit Executive to elect to continue coverage at Executive’s expense by paying the monthly COBRA premium, as directed by the Company. Notwithstanding the foregoing, the COBRA continuation period that is mandated by Section 4980B of the Code shall be deemed to have run concurrently with the Initial Coverage Period. (iv) If Executive becomes employed by a new employer, the coverage provided by Company under this Section 3(b) shall terminate on the date Executive becomes eligible for the coverage provided by Executive’s new employer. (v) For purposes of Section 409A of the Code, coverage provided hereunder during the period of time that Executive would be entitled to continuation coverage pursuant to COBRA is intended to qualify for the exception from “deferred compensation” as a medical benefit provided in accordance with Treas. Reg. § 1.409A-1(b)(9)(v)(B). Any additional coverage hereunder shall be provided in accordance with the Reimbursement and In-Kind Benefit Rule and the tax gross-up payments shall be provided in accordance with Treas. Reg. §1.409A-3(i)(v).

Health Care Coverage. Provided Executive and Executive’s eligible dependents elect to continue medical care coverage under the Corporation’s group health care plans pursuant to the applicable COBRA provisions, the Corporation shall reimburse Executive for the costs he incurs to obtain such continued coverage for Executive and Executive’s eligible dependents (collectively, the “Coverage Costs”) until the earliest to occur of (i) The Company shall provide medical, prescription drug and dental coverage at the Company’s expense to Executive and, if applicable, to expiration of the eighteen (18)-month period measured from the first day of the calendar month following the calendar month in which Executive’s family members Involuntary Termination occurs, (ii) the first date on which Executive and Executive’s eligible dependents are covered under another employer’s health benefit program without exclusion for any pre-existing medical condition or (iii) the first date on which Executive elects to engage or otherwise engages in any of the activities precluded by the restrictive covenants of Part Two - 7. In order to obtain reimbursement for his Coverage Costs, Executive must submit appropriate evidence to the Corporation of each periodic payment within sixty (60) days after the payment date, and the Corporation shall within thirty (30) days after such submission reimburse Executive for that payment. During the period such medical care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (a) the amount of Coverage Costs eligible for reimbursement in any one calendar year of such coverage under shall not affect the Xxxxxx & Xxxxx Welfare Benefit Plan, until the third anniversary amount of the Termination Date (the “Initial Coverage Period”). The level of coverage Costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder shall in no event be less than the level of coverage provided immediately before the earlier of the Termination Date or the Change in Control. hereunder; (ii) The no Coverage Costs shall be reimbursed after the close of the calendar year following provisions the calendar year in which those Coverage Costs were incurred; and (iii) Executive’s right to the reimbursement of such Coverage Costs cannot be liquidated or exchanged for any other benefit. To the extent the reimbursed Coverage Costs are treated as taxable income to Executive, the Corporation shall apply report the reimbursement as taxable W-2 wages and collect the applicable withholding taxes, and the resulting tax liability shall be Executive’s sole responsibility. Any additional health care coverage to which Executive and his spouse and dependents may be entitled under COBRA following the period of such Coverage Cost reimbursement under this Part Three - 2.B or Part Four - 2.B, as applicable shall be at Executive’s sole cost and expense. Notwithstanding the foregoing, if the coverage is self-insured by Corporation determines, in its sole discretion, that it cannot provide the Company. The fair market value of coverage for each month included in the Initial foregoing Coverage Period shall be deemed Costs without potentially violating, or being subject to consist an excise tax under, applicable law (including, without limitation, Section 2716 of the related Public Health Service Act, the Patient Protection and Affordable Care Act, and the Health Care and Education Reconciliation Act of 2010), the Corporation will in lieu thereof provide to Executive a taxable monthly premium as would be determined for purposes of COBRA under Section 4980B of the Code (the “Fair Market Value”). If the Delayed Payment Date appliespayment, commencing with the month immediately following the month in which his Termination Date occurs and ending as of payable on the last day of a given month (except as provided by the month in which the Delayed Payment Date occurs (the “Direct Payment Period”following sentence), Executive shall be required to pay to the Company at the same time that COBRA premium payments are otherwise due for that month in an amount equal to the portion of the monthly Fair Market Value. On Coverage Costs, which payments will be made regardless of whether Executive or his eligible dependents elect COBRA continuation coverage on the same payment schedule as the Coverage Costs and will end on the earliest to occur of (i) the expiration of the eighteen (18)-month period measured from the first day of the first calendar month following the Delayed Payment Datecalendar month in which Executive’s Involuntary Termination occurs, the Company shall reimburse Executive for the aggregate amount paid by him during the Direct Payment Period (the “Aggregate Premium Payment”). Effective with respect to ii) the first month following the Direct Payment Period and continuing through the end of the Initial Coverage Period or during the entire Initial Coverage Period if the Delayed Payment Date does not apply, the Company shall cover Executive (and his family members, if applicable) at its sole expense each month, but the Fair Market Value of such coverage shall constitute imputed income to Executive. The Company shall make tax gross-up payments with respect to such reimbursement for the Direct Payment Period and Company-paid coverage during the Initial Coverage Period including (A) Company payment of any required withholding with respect to the reimbursement and with respect to the Fair Market Value of the monthly Company-paid coverage plus the amount of additional withholding due each month as a result of the Company’s payment of such initial withholding amount and (B) Company payment to Executive of an amount equal to any additional federal, state and local tax imposed date on Executive with respect to income recognized by Executive pursuant to the foregoing payments, including the amount of additional tax imposed on Executive as a result of Company’s payment of such initial tax. The payment of such additional tax pursuant to (B) shall be made no later than the end of the taxable year following the taxable year in which Executive remits the related taxes. and Executive’s eligible dependents are covered under another employer’s health benefit program without exclusion for any pre-existing medical condition or (iii) Following the Initial Coverage Period and for a period first date on which Executive elects to engage or otherwise engages in any of eighteen months thereafterthe activities precluded by the restrictive covenants set forth in Part Two - 7 of this Agreement. For the avoidance of doubt, the Company shall permit Executive to elect to continue coverage at Executive’s expense by paying the monthly COBRA premiumtaxable payments in lieu of Coverage Costs may be used for any purpose, as directed by the Company. Notwithstanding the foregoingincluding, the COBRA continuation period that is mandated by Section 4980B of the Code shall be deemed to have run concurrently with the Initial Coverage Period. (iv) If Executive becomes employed by a new employer, the coverage provided by Company under this Section 3(b) shall terminate on the date Executive becomes eligible for the coverage provided by Executive’s new employer. (v) For purposes of Section 409A of the Code, coverage provided hereunder during the period of time that Executive would be entitled but not limited to continuation coverage pursuant under COBRA, and will be subject to COBRA is intended to qualify for the exception from “deferred compensation” as a medical benefit provided in accordance with Treas. Reg. § 1.409A-1(b)(9)(v)(B). Any additional coverage hereunder shall be provided in accordance with the Reimbursement and In-Kind Benefit Rule and the all applicable tax gross-up payments shall be provided in accordance with Treas. Reg. §1.409A-3(i)(v)withholdings.

Health Care Coverage. (i) The Company shall provide medical, prescription drug and dental coverage at the Company’s expense to Executive and, if applicable, to Executive’s family members eligible for such coverage under the Xxxxxx & Xxxxx Welfare Benefit Plan, until the third anniversary of the Termination Date (the “Initial Coverage Period”). The level of coverage to be provided hereunder shall in no event be less than the level of coverage provided immediately before the earlier of the Termination Date or the Change in Control. (ii) The following provisions shall apply if the coverage is self-insured by the Company. The fair market value of coverage for each month included in the Initial Coverage Period shall be deemed to consist of the related monthly premium as would be determined for purposes of COBRA under Section 4980B of the Code (the “"Fair Market Value”"). If the Delayed Payment Date applies, commencing with the month immediately following the month in which his Termination Date occurs and ending as of the last day of the month in which the Delayed Payment Date occurs (the “"Direct Payment Period”"), Executive shall be required to pay to the Company at the same time that COBRA premium payments are otherwise due for that month an amount equal to the monthly Fair Market Value. On the first day of the first month following the Delayed Payment Date, the Company shall reimburse Executive for the aggregate amount paid by him during the Direct Payment Period (the “"Aggregate Premium Payment”"). Effective with respect to the first month following the Direct Payment Period and continuing through the end of the Initial Coverage Period or during the entire Initial Coverage Period if the Delayed Payment Date does not apply, the Company shall cover Executive (and his family members, if applicable) at its sole expense each month, but the Fair Market Value of such coverage shall constitute imputed income to Executive. The Company shall make tax gross-up payments with respect to such reimbursement for the Direct Payment Period and Company-paid coverage during the Initial Coverage Period including (A) Company payment of any required withholding with respect to the reimbursement and with respect to the Fair Market Value of the monthly Company-paid coverage plus the amount of additional withholding due each month as a result of the Company’s 's payment of such initial withholding amount and (B) Company payment to Executive of an amount equal to any additional federal, state and local tax imposed on Executive with respect to income recognized by Executive pursuant to the foregoing payments, including the amount of additional tax imposed on Executive as a result of Company’s 's payment of such initial tax. The payment of such additional tax pursuant to (B) shall be made no later than the end of the taxable year following the taxable year in which Executive remits the related taxes. (iii) Following the Initial Coverage Period and for a period of eighteen months thereafter, the Company shall permit Executive to elect to continue coverage at Executive’s expense by paying the monthly COBRA premium, as directed by the Company. Notwithstanding the foregoing, the COBRA continuation period that is mandated by Section 4980B of the Code shall be deemed to have run concurrently with the Initial Coverage Period. (iv) If Executive becomes employed by a new employer, the coverage provided by Company under this Section 3(b) shall terminate on the date Executive becomes eligible for the coverage provided by Executive’s new employer. (v) For purposes of Section 409A of the Code, coverage provided hereunder during the period of time that Executive would be entitled to continuation coverage pursuant to COBRA is intended to qualify for the exception from “deferred compensation” as a medical benefit provided in accordance with Treas. Reg. § 1.409A-1(b)(9)(v)(B). Any additional coverage hereunder shall be provided in accordance with the Reimbursement and In-Kind Benefit Rule and the tax gross-up payments shall be provided in accordance with Treas. Reg. §1.409A-3(i)(v).