Common use of Payment of Continued Group Health Plan Benefits Clause in Contracts

Payment of Continued Group Health Plan Benefits. If Executive timely elects continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation date, the Company shall pay directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, until the earliest of (i) the end of the Severance Period following the date of Executive’s termination or resignation, (ii) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on Executive’s behalf, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is not obligated to use such Special Severance Payment for COBRA premiums.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Release, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the date of your Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive Employee is eligible for and timely elects continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following ExecutiveEmployee’s termination or resignation dateInvoluntary Termination, the Company shall will pay Employee’s COBRA group health insurance premiums for Employee and Employee’s eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end close of the Severance Period following Involuntary Termination (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of ExecutiveEmployee’s eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive Employee under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Employee elects continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive Employee on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated to use such On the first payroll date following the effectiveness of the Release, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to Employee, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the date of Employee’s termination through the Release Deadline, with the balance of the payments paid thereafter on the schedule described above. If Employee becomes eligible for COBRA premiumscoverage under another employer’s group health plan, Employee must immediately notify the Company of such event, and all payments and obligations under this Subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s your termination or resignation datedue to Disability, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your termination due to Disability that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation dateyour date of termination, the Company shall pay directly to the carrier the full amount of Executive’s the COBRA premiums on behalf of Executive you for Executive’s your continued coverage under the Company’s group health plans, including coverage for Executive’s your eligible dependents, until the earliest of (i) the end of the Severance Period nine month period following the date of Executive’s your termination or resignation(the “COBRA Payment Period”), (ii) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”)employment. Upon the conclusion of such period of insurance premium payments made by the Company, Executive you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s your eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an a U.S. Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s your sole responsibility. Executive agrees to promptly notify the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the U.S. Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on Executive’s your behalf, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to (x) the value of Executive’s your last monthly group health insurance premiums immediately prior to your Involuntary Termination or (y) the value of your last monthly COBRA premium for premiums paid by the first month of Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA coverage, premiums directly) and in either case subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s your election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is not obligated to use such Special Severance Payment for COBRA premiums.

Payment of Continued Group Health Plan Benefits. If Executive you timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation your Covered Termination date, the Company shall pay directly to the carrier the full amount of Executive’s your COBRA premiums on behalf of Executive you for Executive’s your continued coverage under the Company’s group health plans, including coverage for Executive’s your eligible dependents, until the earliest of (i) the end of the Severance Period following the date of Executive’s termination or resignationyour Covered Termination, (ii) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s your termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s your eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s your sole responsibility. Executive agrees You agree to promptly notify the Company as soon as Executive becomes you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on Executive’s your behalf, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of Executive’s your monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s your election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is not obligated to use such Special Severance Payment for COBRA premiums.

Payment of Continued Group Health Plan Benefits. If Executive you timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation your Covered Termination date, the Company Group shall pay directly to the carrier the full amount of Executive’s your COBRA premiums on behalf of Executive you for Executive’s your continued coverage under the CompanyCompany Group’s group health plans, including coverage for Executive’s your eligible dependents, until the earliest of (i) the end of the Severance Period following the date of Executive’s termination or resignationyour Covered Termination, (ii) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s your termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the CompanyCompany Group, Executive you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s your eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company Group shall not include any amounts payable by Executive you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s your sole responsibility. Executive agrees You agree to promptly notify the Company Group as soon as Executive becomes you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company Group determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on Executive’s your behalf, the Company Group will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of Executive’s your monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s your election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is not obligated to use such Special Severance Payment for COBRA premiums.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the CIC Severance Period following (the date of Executive’s termination or resignation“CIC COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the CIC COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the CIC COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the CIC Severance Period following (the date of Executive’s termination or resignation“CIC COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the CIC COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the CIC COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated to use such Special Severance Payment for COBRA premiums.On

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation dateyour date of termination, the Company shall pay directly to the carrier the full amount of Executive’s the COBRA premiums on behalf of Executive you for Executive’s your continued coverage under the Company’s group health plans, including coverage for Executive’s your eligible dependents, until the earliest of (i) the end of the Severance Period 12 month period following the date of Executive’s your termination or resignation(the “COBRA Payment Period”), (ii) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”)employment. Upon the conclusion of such period of insurance premium payments made by the Company, Executive you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s your eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an a U.S. Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s your sole responsibility. Executive agrees to promptly notify the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the U.S. Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on Executive’s your behalf, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to (x) the value of Executive’s your last monthly group health insurance premiums paid by the Company immediately prior to your Involuntary Termination or (y) the value of your last monthly COBRA premium for premiums paid by the first month of Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA coverage, premiums directly) and in either case subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s your election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is not obligated to use such Special Severance Payment for COBRA premiums.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such Special Severance Payment for COBRA premiums.the insurer under this clause (and, in the case of

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums or equivalent of COBRA if the company is not eligible for COBRA for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the Severance Period period immediately following your Involuntary Termination that is equal to twelve (12) months (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated to use such On the first payroll date following the effectiveness of the Release, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the date of your Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease. For the avoidance of doubt, in no event shall you be entitled to benefits under both Section 1.1 and this Section 1.2. If you are eligible for benefits under both Section 1.1 and this Section 1.2, you shall receive the benefits set forth in this Section 1.2 and such benefits shall be reduced by any benefits previously provided to you under Section 1.1.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (i) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (ii) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation self-employment. On the first date through following the earliest effectiveness of (i) through (iii)the Separation Agreement, the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly make the first payment to Executive the monthly insurer under this clause equal to the aggregate amount of Executivepayments that the Company would have paid through such date had such payments instead commenced on the date of your Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for coverage under another employer’s COBRA premiumgroup health plan, you must immediately notify the Company of such event, and (3) the Company will subsidize Executive’s COBRA premiums as required all payments and obligations under the applicable lawthis subsection shall cease. For purposes of this SectionSection 7, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period you a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of full COBRA coveragePayment Period in a lump sum on the Effective Payroll Date, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is not obligated to use such Special Severance Payment for COBRA premiumswithholdings.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Separation Date, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the Severance Period period immediately following your Separation Date that is equal to nine (9) months (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation your CIC Covered Termination date, the Company shall pay directly to the carrier the full amount of Executive’s your COBRA premiums on behalf of Executive you for Executive’s your continued coverage under the Company’s group health plans, including coverage for Executive’s your eligible dependents, until the earliest of (i) the end of the Severance Period following the date 298978244 v3 of Executive’s termination or resignationyour CIC Covered Termination, (ii) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s your termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s your eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s your sole responsibility. Executive agrees You agree to promptly notify the Company as soon as Executive becomes you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on Executive’s your behalf, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of Executive’s your monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s your election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is You are not obligated to use such Special Severance Payment for COBRA premiums.

Payment of Continued Group Health Plan Benefits. If Executive Employee is eligible for and timely elects continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following ExecutiveEmployee’s termination or resignation dateInvoluntary Termination, the Company shall will pay Employee’s COBRA group health insurance premiums for Employee and Employee’s eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following Employee’s Involuntary Termination that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of ExecutiveEmployee’s eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive Employee under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Employee elects continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive Employee on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Release, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to Employee, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the date of Employee’s Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If Employee becomes eligible for COBRA premiumscoverage under another employer’s group health plan, Employee must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated to use such On the first payroll date following the effectiveness of the Release, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the date of your Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease. For the avoidance of doubt, in no event shall you be entitled to benefits under both Section 8.1 and this Section 8.2. If you are eligible for benefits under both Section 8.1 and this Section 8.2, you shall receive the benefits set forth in this Section 8.2 and such benefits shall be reduced by any benefits previously provided to you under Section 8.1.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation dateyour date of termination, the Company shall pay directly to the carrier the full amount of Executive’s the COBRA premiums on behalf of Executive you for Executive’s your continued coverage under the Company’s group health plans, including coverage for Executive’s your eligible dependents, until the earliest of (i) the end of the Severance Period 12 month period following the date of Executive’s your termination or resignation(the “COBRA Payment Period”), (ii) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”)employment. Upon the conclusion of such period of insurance premium payments made by the Company, Executive you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s your eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an a U.S. Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s your sole responsibility. Executive agrees to promptly notify the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the U.S. Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on Executive’s your behalf, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to (x) the value of Executive’s your last monthly group health insurance premiums immediately prior to your Involuntary Termination or (y) the value of your last monthly COBRA premium for premiums paid by the first month of Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA coverage, premiums directly) and in either case subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s your election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is not obligated to use such Special Severance Payment for COBRA premiums.

Payment of Continued Group Health Plan Benefits. If Executive Employee is eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following ExecutiveEmployee’s termination or resignation dateInvoluntary Termination, the Company shall will pay Employee’s COBRA group health insurance premiums for Employee and Employee’s eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following Employee’s Involuntary Termination that is equal to the CIC Severance Period following (the date of Executive’s termination or resignation“CIC COBRA Payment Period”), (iiB) the expiration of ExecutiveEmployee’s eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive Employee under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Employee elects continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive Employee on the last day of each remaining month of the CIC COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the CIC COBRA Payment PeriodPeriod or the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated to use such On the first payroll date following the effectiveness of the Release, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to Employee, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the date of Employee’s Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If Employee becomes eligible for COBRA premiumscoverage under another employer’s group health plan, Employee must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease. For the avoidance of doubt, in no event shall Employee be entitled to benefits under both Section 1.1 and this Section 1.2. If Employee is eligible for benefits under both Section 1.1 and this Section 1.2, Employee shall receive the benefits set forth in this Section 1.2 and such benefits shall be reduced by any benefits previously provided to Employee under Section 1.1.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will (in the Company’s election) either pay directly or reimburse you for your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the Severance Period following twelve (12) months after the date of Executive’s termination or resignationyour Involuntary Termination, (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to . No payments of any COBRA premiums will be made without regard to Executive’s election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during until after the COBRA Payment Period. Such Special Severance Payment shall end upon expiration effectiveness of the COBRA Payment PeriodSeparation Agreement, and at such time the Company will make pay or reimburse the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. Executive is not obligated to use If you become eligible for coverage under another employer’s group health plan, you must immediately notify the Company of such Special Severance Payment for COBRA premiumsevent, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation your CIC Covered Termination date, the Company shall pay directly to the carrier the full amount of Executive’s your COBRA premiums on behalf of Executive you for Executive’s your continued coverage under the Company’s group health plans, including coverage for Executive’s your eligible dependents, until the earliest of (i) the end of the Severance Period following the date 298978090 v3 of Executive’s termination or resignationyour CIC Covered Termination, (ii) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s your termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s your eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s your sole responsibility. Executive agrees You agree to promptly notify the Company as soon as Executive becomes you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on Executive’s your behalf, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of Executive’s your monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s your election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is You are not obligated to use such Special Severance Payment for COBRA premiums.

Payment of Continued Group Health Plan Benefits. (1) If Executive you timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation date, COBRA the Company shall pay directly to the carrier the full amount of Executive’s your COBRA premiums on behalf of Executive you for Executive’s your continued coverage under the Company’s group health plans, including coverage for Executive’s your eligible dependents, until the earliest of for twelve (i12) the end of the Severance Period months following the date of Executive’s termination or resignation, your Involuntary Termination (ii) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive Company you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s your eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1i) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s your sole responsibility. Executive agrees to promptly notify the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employment. . (2) Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act)) or causing the Company’s group health plan to fail to comply with the nondiscrimination requirements of Section 105(h) of the Code, then in lieu of paying COBRA premiums directly to the carrier on Executive’s your behalf, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium for the first month of COBRA coveragethat month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s your election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is not obligated to use such Special Severance Payment for COBRA premiumsSection 3.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Separation Date, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Separation Date that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self­employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. (1) If Executive you timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation date, COBRA the Company shall pay directly to the carrier the full amount of Executive’s your COBRA premiums on behalf of Executive you for Executive’s your continued coverage under the Company’s group health plans, including coverage for Executive’s your eligible dependents, until the earliest of for twelve (i12) the end of the Severance Period months following the date of Executive’s termination or resignation, your Involuntary Termination (ii) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive Company you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s your eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1i) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s your sole responsibility. Executive agrees to promptly notify the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employment. . (2) Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act)) or causing the Company’s group health plan to fail to comply with the nondiscrimination requirements of Section 105(h) of the Code, then in lieu of paying COBRA premiums directly to the carrier on Executive’s your behalf, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium for the first month of COBRA coveragethat month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s your election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is not obligated to use such Special Severance Payment for COBRA premiums.

Payment of Continued Group Health Plan Benefits. If Executive you timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation your Covered Termination date, the Company shall pay directly to the carrier the full amount of Executive’s your COBRA premiums on behalf of Executive you for Executive’s your continued coverage under the Company’s group health plans, including coverage for Executive’s your eligible dependents, until the earliest of (i) the end of the Severance Period following the date of Executive’s termination or resignationyour Covered Termination, (ii) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s your termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s your eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s your sole responsibility. Executive agrees You agree to promptly notify the Company as soon as Executive becomes you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially violating the nondiscrimination requirements under Section 105(h) of the Code or potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on Executive’s your behalf, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of Executive’s your monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s your election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is not obligated to use such Special Severance Payment for COBRA premiums.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s your termination or resignation datedue to Disability, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your termination due to Disability that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment for COBRA premiums.Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) COBRA following Executive’s termination or resignation dateyour Separation Date, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the Severance Period period immediately following your Separation Date that is equal to twelve (12) months (the date of Executive’s termination or resignation“CIC COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the CIC COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the CIC COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation your CIC Covered Termination date, the Company shall pay directly to the carrier the full amount of Executive’s your COBRA premiums on behalf of Executive you for Executive’s your continued coverage under the Company’s group health plans, including coverage for Executive’s your eligible dependents, until the earliest of (i) the end of the Severance Period following the date of Executive’s termination or resignationyour CIC Covered Termination, (ii) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s your termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s your eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s your sole responsibility. Executive agrees You agree to promptly notify the Company as soon as Executive becomes you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on Executive’s your behalf, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of Executive’s your monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s your election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is You are not obligated to use such Special Severance Payment for COBRA premiums.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated to use such On the first payroll date following the effectiveness of the Release, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the date of your Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease. For the avoidance of doubt, in no event shall you be entitled to benefits under both Section 1.1 and this Section 1.2. If you are eligible for benefits under both Section 1.1 and 137797675 v2 this Section 1.2, you shall receive the benefits set forth in this Section 1.2 and such benefits shall be reduced by any benefits previously provided to you under Section 1.1.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) COBRA following Executive’s termination or resignation dateyour Separation Date, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Separation Date that is equal to the CIC Severance Period following (i.e. eighteen (18) months) (the date of Executive’s termination or resignation“CIC COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the CIC COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the CIC COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease. For the avoidance of doubt, in no event shall you be entitled to benefits under both Section 6.3 and this Section 6.4. If you are eligible for benefits under both Section 6.3 and this Section 6.4, you shall receive the benefits set forth in this Section 6.4 and such benefits shall be reduced by any benefits previously provided to you under Section 6.3.

Payment of Continued Group Health Plan Benefits. (1) If Executive you timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation date, COBRA the Company shall pay directly to the carrier the full amount of Executive’s your COBRA premiums premiums, or shall provide coverage under any self-funded plan, on behalf of Executive you for Executive’s your continued coverage under the Company’s group health plans, including coverage for Executive’s your eligible dependents, until the earliest of for 16 months following your Covered Termination (i) the end of the Severance Period following the date of Executive’s termination or resignation, (ii) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive or the provision of coverage under a self-funded group health plan, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s your eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1i) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s your sole responsibility. Executive agrees to promptly notify the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employment. . (2) Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to on the carrier on Executive’s your behalf, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium for the first month of COBRA coveragethat month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s yours election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is not obligated to use such Special Severance Payment for COBRA premiums.

Payment of Continued Group Health Plan Benefits. If Executive you timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation your CIC Covered Termination date, the Company shall pay directly to the carrier the full amount of Executive’s your COBRA premiums on behalf of Executive you for Executive’s your continued coverage under the Company’s group health plans, including coverage for Executive’s your eligible dependents, until the earliest of (i) the end of the Severance Period following the date 298974641 v4 of Executive’s termination or resignationyour CIC Covered Termination, (ii) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s your termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s your eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s your sole responsibility. Executive agrees You agree to promptly notify the Company as soon as Executive becomes you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on Executive’s your behalf, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of Executive’s your monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s your election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is You are not obligated to use such Special Severance Payment for COBRA premiums.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Separation Date, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Separation Date that is equal to the Severance Period following (i.e. twelve (12) months) (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation datethe Separation Date, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following the Separation Date that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawemployment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole reasonable discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the Severance Period eighteen (18) month period immediately following your Involuntary Termination (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Release, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) COBRA following Executive’s termination or resignation dateyour Separation Date, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the Severance Period period immediately following your Separation Date that is equal to nine (9) months (the date of Executive’s termination or resignation“CIC COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the CIC COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the CIC COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums 137797675 v2 for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Release, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the date of your Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself- employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Release, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the date of your Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) COBRA following Executive’s termination or resignation dateyour Separation Date, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the Severance Period period immediately following your Separation Date that is equal to twelve (12) months (the date of Executive’s termination or resignation“CIC COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the CIC COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the CIC COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease. For the avoidance of doubt, in no event shall you be entitled to benefits under both Section 6.3 and this Section 6.4. If you are eligible for benefits under both Section 6.3 and this Section 6.4, you shall receive the benefits set forth in this Section 6.4 and such benefits shall be reduced by any benefits previously provided to you under Section 6.3.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Release, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the date of your Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiums.coverage under another employer’s group health plan, you must immediately

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s your employment termination or resignation date, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your employment termination date that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the CIC Severance Period following (the date of Executive’s termination or resignation“CIC COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the CIC COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the CIC COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated to use such On the first payroll date following the effectiveness of the Release, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the date of your Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease. For the avoidance of doubt, in no event shall you be entitled to benefits under both Section 9.1 and this Section 9.2. If you are eligible for benefits under both Section 9.1 and this Section 9.2, you shall receive the benefits set forth in this Section 9.2 and such benefits shall be reduced by any benefits previously provided to you under Section 9.1.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Separation Date, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the Severance Period period immediately following your Separation Date that is equal to twelve (12) months (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated On the first payroll date following the effectiveness of the Separation Agreement (as discussed in Section 6.6), the Company will make the first payment to use such the insurer under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

Payment of Continued Group Health Plan Benefits. If Executive Employee is eligible for and timely elects continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following ExecutiveEmployee’s termination or resignation dateInvoluntary Termination, the Company shall will pay Employee’s COBRA group health insurance premiums for Employee and Employee’s eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end close of the Severance Period following Involuntary Termination (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of ExecutiveEmployee’s eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to 1 COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive Employee under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Employee elects continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive Employee on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated to use such On the first payroll date following the effectiveness of the Release, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to Employee, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the date of Employee’s termination through the Release Deadline, with the balance of the payments paid thereafter on the schedule described above. If Employee becomes eligible for COBRA premiums.coverage under another employer’s group health plan, Employee must immediately notify the Company of such event, and all payments and obligations under this Subsection shall cease. (b) Involuntary Termination in Connection with a Change in Control. If Employee’s Involuntary Termination occurs during the Change in Control Period, then in lieu of any other benefits provided under this Amendment, Employee shall be entitled to the Accrued Amounts and to the benefits set forth in this Section 1(b), subject to Employee’s compliance with the conditions described in Section 2 below. (i)

Payment of Continued Group Health Plan Benefits. If Executive you timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination or resignation your Covered Termination date, the Company Group shall pay directly to the carrier the full amount of Executive’s your COBRA premiums on behalf of Executive you for Executive’s your continued coverage under the CompanyCompany Group’s group health plans, including coverage for Executive’s your eligible dependents, until the earliest of (i) the end of the Severance Period date that is 18 months following the date of Executive’s termination or resignationyour Covered Termination, (ii) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s your termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the CompanyCompany Group, Executive you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s your eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable law. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company Group shall not include any amounts payable by Executive you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s your sole responsibility. Executive agrees You agree to promptly notify the Company Group as soon as Executive becomes you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company Group determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on Executive’s your behalf, the Company Group will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of Executive’s your monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s your election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Executive is not obligated to use such Special Severance Payment for COBRA premiums.

Payment of Continued Group Health Plan Benefits. If Executive you are eligible for and timely elects elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s termination or resignation dateyour Involuntary Termination, the Company shall will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, insurer until the earliest of (iA) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period following (the date of Executive’s termination or resignation“COBRA Payment Period”), (iiB) the expiration of Executive’s your eligibility for the continuation coverage under COBRA, or (iiiC) the date when Executive becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from Executive’s termination or resignation date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. Furthermore, for any month for which the Company is required under federal or state law, including, but not limited to, the American Rescue Plan Act of 2021, to subsidize Executive’s COBRA payments, Executive will: (1) be required to pay Executive’s monthly COBRA premiums, (2) the Company will pay directly to Executive the monthly amount of Executive’s COBRA premium, and (3) the Company will subsidize Executive’s COBRA premiums as required under the applicable lawself-employment. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive you under an Internal Revenue Code a Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify plan under the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employmentCode. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of paying providing the COBRA premiums directly to the carrier on Executive’s behalfpremiums, the Company will instead pay Executive you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding withholdings (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election which payments shall continue until the earlier of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment PeriodPeriod or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Executive is not obligated to use such On the first payroll date following the effectiveness of the Release, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the date of your Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for COBRA premiumscoverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.