Common use of Medical Benefits Continuation Clause in Contracts

Medical Benefits Continuation. If, in accordance with and pursuant to this Section 9 of this Agreement, either (i) Employer terminates Executive without Cause or (ii) Executive resigns for Good Reason, in either case during the Contract Period (a “Benefits Continuation Event”), then Employer shall, for the remainder of the Contract Period (the “Continuing Coverage Period”), either provide Executive with continued benefits under, or defray the cost of continued benefits which are comparable to those provided by, those medical and dental benefit plans, life insurance plans, and disability insurance plans (the “Continuing Coverage Plans”) which are sponsored by Employer and in which Executive is a participant as of the date of the termination of Executive's employment. During the Continuing Coverage Period, Employer shall, if and only to the extent possible under the terms of such plans, continue Executive’s participation in the Continuing Coverage Plans for the Continuing Coverage Period, which continued participation shall be under all of the costs, terms and conditions that are applicable to or imposed upon employees of similar title to Executive, as such costs, terms and conditions may change from time to time during the remainder of the Continuing Coverage Period. To the extent that the terms of any of the Continuing Coverage Plans are such that the actual participation of Executive cannot be continued after a Benefits Continuation Event, then Employer shall, for the duration of the Continuing Coverage Period, provide Executive with a periodic payment, or periodic payments, in that amount or those amounts which Employer determines in the exercise of its reasonable discretion and in good faith to be fully sufficient to defray the cost to Executive of participation in plans which provide benefits that are materially identical to those benefits provided by those Continuing Coverage Plans in which, by their terms, Executive cannot continue to participate subsequent to the termination of Executive's employment. Any such payment or payments shall be defined as Coverage Continuation Reimbursement Payments. Executive and Employer specifically agree that the reimbursement by Employer through the Continuing Coverage Period of the full monthly COBRA amount which would, in the absence of this Agreement, be charged to Executive for continuing coverage under the medical benefits plan sponsored by Employer, and in which Executive is a participant as of the termination of Executive's employment, shall constitute full tender of performance under this Agreement with respect to such medical benefits plan. All Coverage Continuation Reimbursement Payments shall be paid by Employer to Executive five (5) days prior to the date when the expense to be reimbursed is due and payable by Executive. If at any time during the Continuing Coverage Period, Executive becomes employed by another employer which provides one or more of the benefits provided under the Continuing Coverage Plans, then Employer shall, immediately and from the date when such benefits are made available to the Executive by the successor employer, be relieved of its obligation to provide such benefits, or Coverage Continuation Reimbursement Payments for such benefits, to the extent such benefits are duplicative of those which are provided to Executive by Executive’s new employer. Executive shall notify Employer at such time as Executive becomes employed by any successor employer, and shall provide Employer with such information pertaining to the employee benefit plans of the successor employer as is sufficient for Employer to reach a conclusion as to whether the preceding sentence is applicable. Any failure by Executive to provide such information to Employer on a timely basis shall give rise to a claim by Employer against Executive for (i) the entire aggregate cost of those benefits provided under the Continuing Coverage Plans and those Coverage Continuation Reimbursement Payments which Employer would not have been obligated to provide or tender had the information required under the preceding sentence been provided to Employer on a timely basis, and (ii) legal fees incurred by Employer in asserting a claim against Executive under this sentence.

Medical Benefits Continuation. If, in accordance with and pursuant to this Section 9 of this Agreement, either (i) Employer terminates Executive without Cause or (ii) Executive resigns for Good Reason, in either case during the Contract Period term of this Agreement (a “Benefits Continuation Event”), then Employer shall, for a period of twelve months (twenty-four months in the remainder event of a Benefits Continuation Event after a Change in Control) from first day of the Contract Period first calendar month immediately following the date of the termination of Executive's employment (the “Continuing Coverage Period”), either provide Executive with continued benefits under, or defray the cost of continued benefits which are comparable to those provided by, those medical and dental benefit plans, life insurance plans, and disability insurance plans (the “Continuing Coverage Plans”) which are sponsored by Employer and in which Executive is a participant as of the date of the termination of Executive's employment. During the Continuing Coverage Period, Employer shall, if and only to the extent possible under the terms of such plans, continue Executive’s participation in the Continuing Coverage Plans for the Continuing Coverage Period, which continued participation shall be under all of the costs, terms and conditions that are applicable to or imposed upon employees of similar title to Executive, as such costs, terms and conditions may change from time to time during the remainder of the Continuing Coverage Period. To the extent that the terms of any of the Continuing Coverage Plans are such that the actual participation of Executive cannot be continued after a Benefits Continuation Event, then Employer shall, for the duration of the Continuing Coverage Period, provide Executive with a periodic payment, or periodic payments, in that amount or those amounts which Employer determines in the exercise of its reasonable discretion and in good faith to be fully sufficient to defray the after-tax cost to Executive of participation in plans which provide benefits that are materially identical to those benefits provided by those Continuing Coverage Plans in which, by their terms, Executive cannot continue to participate subsequent to the termination of Executive's employment. Any such payment or payments shall be defined as Coverage Continuation Reimbursement Payments. Executive and Employer specifically agree that the reimbursement by Employer through the Continuing Coverage Period of the full monthly COBRA amount (on an after-tax basis) which would, in the absence of this Agreement, be charged to Executive for continuing coverage under the medical benefits plan sponsored by Employer, and in which Executive is a participant as of the termination of Executive's employment, shall constitute full tender of performance under this Agreement with respect to such medical benefits plan. All Coverage Continuation Reimbursement Payments shall be paid by Employer to Executive five (5) days prior to the date when the expense to be reimbursed is due and payable by Executive. If at any time during the Continuing Coverage Period, Executive becomes employed by another employer which provides one or more of the benefits provided under the Continuing Coverage Plans, then Employer shall, immediately and from the date when such benefits are made available to the Executive Employee by the successor employer, be relieved of its obligation to provide such benefits, or Coverage Continuation Reimbursement Payments for such benefits, to the extent such benefits are duplicative of those which are provided to Executive by Executive’s new employer. Executive shall notify Employer at such time as Executive becomes employed by any successor employer, and shall provide Employer with such information pertaining to the employee benefit plans of the successor employer as is sufficient for Employer to reach a conclusion as to whether the preceding sentence is applicable. Any failure by Executive to provide such information to Employer on a timely basis shall give rise to a claim by Employer against Executive for (i) the entire aggregate cost of those benefits provided under the Continuing Coverage Plans and those Coverage Continuation Reimbursement Payments which Employer would not have been obligated to provide or tender had the information required under the preceding sentence been provided to Employer on a timely basis, and (ii) legal fees incurred by Employer in asserting a claim against Executive under this sentence.