Common use of Medical Benefits Clause in Contracts

Medical Benefits. For the Applicable Severance Period, the Company shall on a monthly basis reimburse the Executive for the cost of medical, dental, and accidental death and dismemberment benefits provided under COBRA which benefits shall be substantially similar to such benefits as provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that during the Applicable Severance Period continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. 1.409A-1(b)(9)(v)(C) and (D). Any portion of the continued medical, dental and accidental death and dismemberment coverage under this subsection (d) that is subject to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv). Benefits otherwise receivable by the Executive pursuant to this subsection (d) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the Applicable Severance Period (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement under this subsection (d) that is subject to Section 409A of the Code shall be made promptly in accordance with Company policy, but in any event on or before the last day of the Executive’s taxable year following the taxable year in which the expense or cost was incurred, but notwithstanding the foregoing, any such reimbursements which would otherwise be made prior to the first day of the seventh month following the Date of Termination shall be made on such date if the Executive is a Specified Employee. In no event shall the amount that the Company pays for any such benefit in any one year affect the amount that it will pay in any other year and in no event shall the benefits described in this subsection (d) be subject to liquidation or exchange for another benefit.

Medical Benefits. For Executive (including with respect to his dependents covered prior to the Applicable Severance Period, the Company termination of his employment hereunder) shall on a monthly basis reimburse the Executive for the cost be entitled to continuation of group health coverage (including medical, dental, and accidental death and dismemberment benefits provided under COBRA which benefits shall be substantially similar to such benefits as provided to the Executive and his dependents immediately prior to the Date of Termination orvision benefits, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that during the Applicable Severance Period continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. 1.409A-1(b)(9)(v)(C) and (D). Any portion of the continued medical, dental and accidental death and dismemberment coverage under this subsection (d) that is subject to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv). Benefits otherwise receivable by the Executive pursuant to this subsection (d) shall be reduced to the extent benefits of permitted under the same type are received by applicable plan) and any health reimbursement account or made available by a subsequent employer health care flexible spending account (to the Executive during extent required to comply with continuation coverage requirements under the Applicable Severance Period Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (and any such benefits received by or made available to “COBRA”)) (collectively, the Executive shall be reported to “Continuation Benefits”) in accordance with the Company by applicable plan terms for a period of 18 months following the date of Executive’s Separation from Service (the “Benefit Continuation Period”); provided, however, that Executive pays the full cost of the coverage under such plans; and provided, further, that any such coverage shall terminate to the extent that Executive is offered or obtains comparable benefits from any other employer during the Benefit Continuation Period. The Company shall reimburse pay Executive in a single lump sum payment, immediately following the Executive for six month anniversary of his Separation from Service, an amount equal to the excess, if any, excess of the anticipated cost of such benefits to COBRA continuation coverage for 12 months over the contributions Executive would have paid for health care coverage over such cost immediately prior period had he continued to be employed, based on the Date contribution rate in effect at the date of Termination orhis Separation from Service. The amount of expenses eligible for reimbursement or Continuation Benefits provided during one fiscal year shall not affect the expenses eligible for reimbursement or amount of Continuation Benefits provided during a subsequent fiscal year (except with respect to health plan maximums imposed on the reimbursement of expenses referred to in Code Section 105(b)), if more favorable the right to the reimbursement or Continuation Benefits may not be exchanged or substituted for other forms of compensation to Executive, and any reimbursement or payment under the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement under this subsection (d) that is subject to Section 409A of the Code shall Continuation Benefits arrangements will be made promptly paid in accordance with Company policy, but in any event on or before applicable plan terms and no later than the last day of the Executive’s taxable fiscal year following the taxable fiscal year in which Executive incurred the expense giving rise to such reimbursement or cost was incurred, but notwithstanding the foregoing, any such reimbursements which would otherwise be made prior to the first day of the seventh month following the Date of Termination shall be made on such date if the Executive is a Specified Employee. In no event shall the amount that the Company pays for any such benefit in any one year affect the amount that it will pay in any other year and in no event shall the benefits described in this subsection (d) be subject to liquidation or exchange for another benefitpayment.

Medical Benefits. For Executive shall be entitled, at the Applicable Severance PeriodCompany’s expense, to the following benefits in addition to any retirement benefits to which Executive may be entitled under any qualified or non-qualified retirement plan maintained by the Company: (a) Until the later to die of Executive or his spouse, continuation of coverage under the Medical Plan for the Covered Group; provided, that if Executive and his spouse are divorced, the benefits for such spouse shall be discontinued; and further provided that if such spouse remarries after the death of Executive, such coverage shall continue for such spouse after the date of remarriage only if the spouse pays to the Company the group premium for such coverage. Prior to a member of the Covered Group becoming eligible for Medicare, the benefits to which that member of the Covered Group is entitled shall be at least equal to the benefits to which that member of the Covered Group would have been entitled under the Medical Plan as if Executive had not separated from service. Upon eligibility of a member of the Covered Group for Medicare, coverage provided by Medicare shall be primary and the Medical Plan shall provide additional benefits such that the total benefits (i.e., Medicare and the Medical Plan) are at least equal to the benefits that members of the Covered Group would have been entitled under the Medical Plan on the Termination of Employment or at the death of Executive. (b) Until the death of the last to die of Executive or his spouse, payment of uninsured medical expenses (including, but not limited to any deductibles and coinsurance) for Executive, his spouse and his eligible dependents up to an annual limit of 10% of Executive’s highest annual compensation (salary and bonus) during any one of his last five calendar years of employment; provided, that if Executive and his spouse are divorced, or if such spouse remarries after the death of Executive, such coverage shall be discontinued for such spouse. The medical expenses to be covered and the timing of payment of such medical expenses shall be based on the terms of the Raven Industries, Inc. Executive Supplemental Medical Plan as in effect on the Termination of Employment or at the death of Executive. If such plan is not in effect on the Termination of Employment or at the death of Executive and has not been replaced by a similar plan, medical expenses reimbursed shall be those expenses that would be deductible under Section 213 of the Internal Revenue Code of 1986 as in effect at the date of this Agreement (without regard to any provisions making such expenses deductible only to the extent they exceed a percentage of adjusted gross income), and all such expenses shall be paid or reimbursed within 15 days after presentation of invoices. (c) If for any reason after the date of Executive’s retirement, Executive is not permitted to participate in any of the plans or programs referred to in Section 5.1(a) or (b), or if any such plans or programs are amended to provide lesser benefits or are terminated, the Company, at its sole expense, shall arrange to provide Executive with benefits substantially similar to those to which Executive would otherwise have been entitled but for such amendment or termination. (d) If the Company, in good faith, determines that (i) Executive has violated any or all of Section 9 (Confidential Information), Section 11 (Conflicting Employment), Section 13 (Solicitation of Employees), Section 14 (Solicitation of Company Customers) or Section 15 (Covenant Not to Compete) of this Agreement, which violation, if it is capable of cure by Executive, has continued for at least 10 days after the Company gives Executive a written notice describing such violation or (ii) Executive, at any time while receiving the payments under this Section 5.1, is employed by or otherwise performs services in any other capacity for a Conflicting Organization in connection with or relating to Competitive Research or a product or service that competes with a Company Product, then in addition to any remedy the Company may be entitled at law or in equity, the Company shall on a monthly basis reimburse the Executive for the cost of medical, dental, and accidental death and dismemberment benefits provided under COBRA which benefits shall be substantially similar to such benefits as provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that during the Applicable Severance Period continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. 1.409A-1(b)(9)(v)(C) and (D). Any portion of the continued medical, dental and accidental death and dismemberment coverage may discontinue payments under this subsection (d) that is subject Section 5.1 upon written notice to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv). Benefits otherwise receivable by the Executive pursuant to this subsection (d) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the Applicable Severance Period (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement under this subsection (d) that is subject to Section 409A of the Code shall be made promptly in accordance with Company policy, but in any event on or before the last day of the Executive’s taxable year following the taxable year in which the expense or cost was incurred, but notwithstanding the foregoing, any such reimbursements which would otherwise be made prior to the first day of the seventh month following the Date of Termination shall be made on such date if the Executive is a Specified Employee. In no event shall the amount that the Company pays for any such benefit in any one year affect the amount that it will pay in any other year and in no event shall the benefits described in this subsection (d) be subject to liquidation or exchange for another benefit.

Medical Benefits. For In the Applicable Severance Period, event that your employment with the Company shall on a monthly basis reimburse terminates pursuant to paragraph 11, 14 or 15 and provided that you validly elect continuation of your medical coverage under Section 4980B(f) of the Executive for Internal Revenue Code of 1986 (the cost “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of medical1985 (“COBRA”)), dental, and accidental death and dismemberment benefits provided under COBRA which benefits shall be substantially similar to such benefits as provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that during the Applicable Severance Period continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. 1.409A-1(b)(9)(v)(C) and (D). Any portion period commencing on the end of the continued medical, dental and accidental death and dismemberment coverage under this subsection (d) that is subject to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv). Benefits otherwise receivable by the Executive pursuant to this subsection (d) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the Applicable Severance Period (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excessstatutory COBRA period, if any, until the earliest of the date that you (i) are eligible to participate in another medical benefit plan, including, without limitation, a medical benefit plan sponsored by a then current or former employer of yours or your spouse, that provides a level of coverage based on the levels of coverage under the health insurance exchange (“Exchange”) under Section 1311(b) of the Patient Protection and Affordable Care Act (“PPACA”) and as described in Section 1302(d) of PPACA, that is not less than the level of coverage provided under the Company’s medical benefit plans and programs in which you were participating immediately prior to your termination of employment and that you elected to continue under COBRA, but such other medical benefit plan shall not mean “excepted benefits” as defined under ERISA § 733(c), (ii) are eligible to receive coverage through a “Gold Level” qualified health plan provided in the Exchange, or (iii) qualify for Medicare, your coverage and participation under the Company’s medical benefit plans and programs in which you were participating immediately prior to your termination of employment and elected to continue under COBRA, shall continue at the Post Termination Medical Cost (as defined below). If your coverage and participation under the Company’s medical benefit plans and programs continues upon your termination of employment as provided for in this section, and such coverage is terminated because you qualify for Medicare, you may elect to receive coverage provided by the Company that is reasonably comparable to the medical benefit plans and programs that are provided to the Company’s Medicare-eligible retired employees who receive retiree medical coverage from the Company, and such coverage shall continue at the Post Termination Medical Cost (as defined below). You shall pay the full cost of the Post Termination Medical Cost on an after tax basis. The Post Termination Medical Cost shall mean (i) during the period that you receive medical benefit plan coverage under COBRA during the statutory COBRA period, the COBRA premium applicable to the coverage you elect and (ii) during the period commencing with the end of the statutory COBRA period, if any, the full cost of the medical benefit plan coverage provided to you, as determined in accordance with applicable Internal Revenue Service (“IRS”) rules, guidance, or regulations, if any, or, if there are no IRS rules, guidance, or regulations regarding the determination of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executivemedical benefit plan coverage, the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement under this subsection (d) that is subject to Section 409A full cost of the Code medical benefit plan coverage, as determined by an actuary chosen by the Company. The Company reserves the right to modify or eliminate the medical benefit plan at any time and the medical benefit plan shall be made promptly in accordance with Company policy, but in any event on or before governed by the last day terms of the Executive’s taxable year following the taxable year in which the expense or cost was incurred, but notwithstanding the foregoing, any such reimbursements which would otherwise be made prior to the first day of the seventh month following the Date of Termination shall be made on such date if the Executive is a Specified Employee. In no event shall the amount that the Company pays for any such benefit in any one year affect the amount that it will pay in any other year and in no event shall the benefits described in this subsection (d) be subject to liquidation or exchange for another benefitapplicable plan documents.

Medical Benefits. For Subject only to the Applicable Severance approval of insurers (including, without limitation, stop-loss insurance), Executive (and his dependents) shall continue to participate in the medical and dental plans (collectively, “Medical Plan”) for the Remaining Term of this Agreement (“Initial Period”), and at the conclusion of such Initial Period, for the period during which he (or his spouse or dependents) would have had continuation coverage under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), if Executive had terminated employment and lost coverage under the Medical Plan on the last day of the Initial Period (“Medical Coverage Period”.) As a condition of receiving benefits under the Medical Plan during the Medical Coverage Period, the Executive will be required to pay to the Company shall on a monthly basis reimburse one-hundred percent (100%) of the Executive for “applicable premium” (as defined in Section 4980B(f)(4)(B) of the cost of medical, dental, and accidental death and dismemberment benefits provided under COBRA which benefits shall be substantially similar Code) with respect to such benefits as which are self-insured under the Medical Plan (other insured benefits under the Medical Plan will be provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that during the Applicable Severance Period continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. 1.409A-1(b)(9)(v)(C) and (D). Any portion of the continued medical, dental and accidental death and dismemberment coverage under this subsection (d) that is subject to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv). Benefits otherwise receivable by the Executive pursuant to this subsection (d) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the Applicable Severance Medical Coverage Period). During the Medical Coverage Period (and any such benefits received by or made available but not to exceed 24 months after the Executive shall be reported to the Company by the Executive); provided, however, that Initial Period) the Company shall reimburse Executive an amount equal to (i) one hundred percent (100%) of the applicable premium on each date that the Executive for is required to pay such applicable premium with respect to benefits which are self-insured benefits under the excessMedical Plan (nothing herein shall prevent the Company and the Executive from simultaneously paying and reimbursing such amount), if anyplus (ii) a “Gross-Up Payment”. The Gross-Up Payment shall be an amount equal to the estimated Federal, state and local tax (including employment taxes) which will be payable by Executive (iii) as a result of the cost of such benefits Company’s payment to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement under this subsection (d) that is subject to Section 409A of the Code shall be made promptly in accordance with Company policyapplicable premiums, but in any event on or before the last day plus (iv) as a result of the Company’s payment to Executive of the Gross-Up Payment. The Company shall determine such Gross-Up Payment in good faith within one hundred eighty (180) days following Executive’s taxable year following termination of employment, and shall make the taxable year Gross-Up Payment to Executive in which the expense or cost was incurred, but notwithstanding the foregoing, any such reimbursements which would otherwise be made prior to a lump sum on the first day of the seventh (7th) month following the Date date of Termination Executive’s termination of employment. There shall be a final calculation of the Gross-Up Payment at the end of Medical Coverage Period, and an additional payment made by the Company, or a return of payments by Executive, to reflect the actual Gross-Up Payment for the Medical Coverage Period within thirty (30) days from the end of the Medical Coverage Period. Notwithstanding anything in this Agreement to the contrary, at such time (if ever) during the Medical Coverage Period as it becomes administratively impracticable for the Company to provide Executive or his dependents with full coverage under the Medical Plan, the Company shall pay Executive an amount equal to (i) the sum of the applicable premiums which would have been charged to Executive during the remainder of Medical Coverage Period with respect to the lost coverage portion of the Medical Plan, plus (ii) the full Gross-Up Payment (to the extent not already paid.), such payment to be made on such the later of (iii) the date if of the Executive is a Specified Employee. In no event shall lost coverage, or (ii) the amount that first day of the Company pays for any such benefit in any one year affect seventh (7th) month following the amount that it will pay in any other year and in no event shall the benefits described in this subsection (d) be subject to liquidation or exchange for another benefitdate of Executive’s termination of employment.

Medical Benefits. For (a) If the Applicable Severance PeriodEmployment Period is terminated as a result of a termination of employment as specified in Section 5.02, the Company shall on a monthly basis reimburse the Executive for the cost of medical, dental, and accidental death and dismemberment benefits provided under COBRA which benefits shall be substantially similar to such benefits as provided to the Executive and his dependents immediately prior shall continue to receive his medical insurance benefits from the Company, on terms substantially comparable to the terms of the Company’s medical plan, for a period equal to the lesser of (x) twenty four (24) months following the Date of Termination or, if more favorable or (y) until the Executive is provided by another employer with benefits substantially comparable (with no preexisting condition limitations) to the Executive, those benefits provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that during the Applicable Severance Period continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. 1.409A-1(b)(9)(v)(C) and (D). Any portion of the continued medical, dental and accidental death and dismemberment coverage under this subsection (d) that is subject to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv). Benefits otherwise receivable by the Executive pursuant to Company’s medical plan. For purposes of enforcing this subsection (d) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the Applicable Severance Period (and any such benefits received by or made available to offset provision, the Executive shall be reported have a duty to promptly inform the Company in writing as to the Company by terms and conditions of any medical benefits provided in connection with any subsequent employment. Notwithstanding the Executive); foregoing, the benefits provided in this Section 5.05 shall not in any way modify, limit, or waive any rights the Executive or his dependents may have with respect to any retiree or other post-employment medical benefits, it being agreed that this Section 5.05 provides a minimum amount of coverage that must be provided, howeverand not a replacement of any coverage to which the Executive or his dependents may otherwise be entitled. (b) The benefits set forth under Section 5.05 (a) will be provided as follows: (1) The first eighteen months will be available through COBRA. If the Executive elects COBRA continuation coverage, that the Executive shall continue to participate in all medical insurance plans he was participating on the Date of Termination, and the Company shall reimburse pay the applicable premium and will annually impute income to the Executive for the excess, if any, fair market value of the cost of such benefits to premium. To the extent that Executive over such cost had dependent coverage immediately prior to the Date termination of Termination oremployment, if more favorable to the such continuation of benefits for Executive shall also cover Executive, the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement ’s dependents for so long as Executive is receiving benefits under this subsection (d) that is subject to Section 409A of the Code paragraph and such dependents remain eligible. The COBRA Continuation Period for medical insurance under this paragraph shall be made promptly in accordance deemed to run concurrent with Company policythe continuation period federally mandated by COBRA (generally 18 months), but in or any event other legally mandated and applicable federal, state, or local coverage period for benefits provided to terminated employees under the medical plan. For purposes of this Agreement, (a) “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and (b) “COBRA Continuation Period” shall mean the continuation period for medical insurance to be provided under the terms of this Agreement which shall commence on or before the last day of the Executive’s taxable year following the taxable year in which the expense or cost was incurred, but notwithstanding the foregoing, any such reimbursements which would otherwise be made prior to the first day of the seventh calendar month following the Date month in which the date of Termination termination falls and generally shall be made on such date if the Executive is a Specified Employee. In no event shall the amount that the Company pays continue for any such benefit in any one year affect the amount that it will pay in any other year and in no event shall the benefits described in this subsection (d) be subject to liquidation or exchange for another benefitan 18-month period.