Common use of Health Insurance Reimbursement Clause in Contracts

Health Insurance Reimbursement. State Auto shall pay Executive an amount equal to State Auto’s then current monthly per employee cost of providing State Auto’s health insurance benefit multiplied by 24, unless at the time of the Change in Control Executive is within two years of age 65, in which case the health insurance reimbursement provided in this Section 2.1(e) shall be multiplied by the number of months remaining until Executive attains age 65. In computing and determining Severance Benefits under subsections (a) and (b), above, a decrease in Executive’s salary or incentive bonus potential shall be disregarded if such decrease occurs within six months before a Change of Control, is in contemplation of such Change of Control, and is taken to avoid the effect of this Agreement should such action be taken after such Change of Control. In such event, the salary and incentive bonus potential used to determine Severance Benefits shall be that in effect immediately before the decrease that is disregarded pursuant to this Section 2.1. The Severance Benefits provided in subsections (a), (b) and (e) above shall be paid on the 60th business day following the date Executive’s employment terminates, provided that Executive has executed a general release and waiver of any claims against State Auto or its successors and the period of time during which Executive may revoke the general release and waiver has expired on or before the 60th day following Executive’s separation from service. Notwithstanding the foregoing, if Executive is a “specified employee” as defined in Code Section 409A, such payment shall be subject to and paid according to the provisions of Section 2.4, as described below. Executive acknowledges and agrees that the Severance Benefits provided in this Section 2.1 shall be the sole severance benefits payable to Executive in the event of any “change of control” (under any definition) of State Auto, and Executive hereby waives and relinquishes any and all rights or severance benefits under any other “change of control” provision applicable to Executive with respect to his employment by State Auto.

Health Insurance Reimbursement. State Auto shall pay Executive an amount equal to State Auto’s then current monthly per employee cost of providing State Auto’s health insurance benefit multiplied by 2436, unless at the time of the Change in Control Executive is within two years of age 65, in which case the health insurance reimbursement provided in this Section 2.1(e) shall be multiplied by the number of months remaining until Executive attains age 65. In computing and determining Severance Benefits under subsections (a) and (b), above, a decrease in Executive’s salary or incentive bonus potential shall be disregarded if such decrease occurs within six months before a Change of Control, is in contemplation of such Change of Control, and is taken to avoid the effect of this Agreement should such action be taken after such Change of Control. In such event, the salary and incentive bonus potential used to determine Severance Benefits shall be that in effect immediately before the decrease that is disregarded pursuant to this Section 2.1. The Severance Benefits provided in subsections (a), (b) and (e) above shall be paid on the 60th business day following the date contingent upon Executive’s employment terminates, provided that Executive has executed execution of a general valid release and waiver of any claims against State Auto or its successors and the period of time during which Executive may revoke the general release their respective officers, directors, agents and waiver has expired on or before the 60th day following employees, from any and all actions, suits, proceedings, claims and demands relating to Executive’s separation from serviceemployment. Provided such release is executed and enforceable, the payment of Severance Benefits shall commence no later than 90 days after Executive’s termination of employment. In the event that the time period required by applicable law to obtain a valid and enforceable release (including the expiration of any revocation period) begins in one calendar year and ends in another calendar year, notwithstanding the provisions of the previous sentence, Severance Benefits due to Executive shall commence in the second calendar year. Notwithstanding the foregoing, if Executive is a “specified employee” as defined in Code Section 409A, such payment shall be subject to and paid according to the provisions of Section 2.4, as described below. Executive acknowledges and agrees that the Severance Benefits provided in this Section 2.1 shall be the sole severance benefits payable to Executive in the event of any “change of control” (under any definition) of State Auto, and Executive hereby waives and relinquishes any and all rights or severance benefits under any other “change of control” provision applicable to Executive with respect to his employment by State Auto.