Common use of Retiree Health Coverage Clause in Contracts

Retiree Health Coverage. 4.4.1 Effective upon the earliest of (A) the occurrence of a Change of Control (as defined in Section 8.1.1) while Executive is serving as an executive officer of the Company, (B) the occurrence of a Corporate Transaction (as defined in Section 8.1.2) while Executive is serving as an executive officer of the Company, or (C) the first date on which Executive (i) is at least sixty-two (62) years old and (ii) has served as an executive officer of the Company for ten (10) consecutive years (and is then serving as such), and notwithstanding anything contained herein to the contrary, the Executive and his spouse on the date of his subsequent termination of employment (his “Spouse”) shall each be entitled to the retiree health care coverage described herein for the remainder of his or her life following the termination of the Executive’s employment for any reason. The retiree health care coverage to be provided by the Company to the Executive and his Spouse until they become entitled to Medicare coverage shall be comparable to the health care coverage provided by the Company to the Executive and his Spouse immediately prior to the termination of the Executive’s employment. Once the Executive or his Spouse becomes covered by Medicare, the Company shall provide retiree health care coverage that, together with such Medicare coverage, is comparable to the coverage that the Company provided to him or her immediately prior to the Executive’s termination of employment. 4.4.2 The Executive and his Spouse shall, following his termination of employment with the Company, elect to continue health care coverage in accordance with the provisions of Section 4980B of the Code and Section 10116.5 of the California Insurance Code (“COBRA”). For the period of such COBRA coverage, the retiree health care coverage for the Executive and his Spouse shall be provided under the Company’s group health plan. Following the expiration of the applicable period of COBRA coverage, such retiree health care coverage shall continue to be provided under one or more of the Company’s group health care plans; provided, however, that to the extent such group health care coverage is not available, the retiree health coverage for the Executive and his Spouse shall be provided through health insurance policy or policies acquired by the Executive and/or his Spouse that provides the required level of health care coverage hereunder, until each of them attains age sixty-five (65) and thereafter through insurance policy or policies providing Medicare supplemental coverage. The cost of such retiree health care coverage for the Executive and his Spouse during each applicable period of coverage hereunder shall be shared between the Company and the Executive as follows: (i) For each period the Executive and/or his Spouse are provided post-retirement health care coverage under the Company’s group health plan, the Company shall reimburse the Executive for the monthly cost he incurs to obtain such continued coverage for himself and his Spouse, to the extent that cost exceeds the amount that would be charged active employees of the Company or their spouses for such individual and/or spousal coverage for the same period under the plan (the “Coverage Costs ”). In order to obtain reimbursement for the reimbursable portion of those Coverage Costs, the Executive must submit appropriate evidence to the Company of each periodic payment within sixty (60) days after the payment date, and the Company shall within thirty (30) days after such submission reimburse the Executive for the reimbursable portion of that payment. (ii) To the extent such post retirement health care coverage is provided through health insurance policies acquired by the Executive and/or his Spouse, the Company shall reimburse the Executive and/or his Spouse for the portion of each premium paid by them in excess of the dollar amount the Executive and/or his Spouse would have had to pay for health care coverage for the period covered by the premium had the Executive and/or his Spouse been an active participant under the Company’s group health plan at that time. The applicable insurance premiums shall be paid by the Executive and/or the Spouse on or before each due date, and supporting documentation evidencing such payment shall be provided to the Company within sixty (60) days following such payment. The Company shall reimburse the Executive and/or his Spouse for the reimbursable portion of each such insurance premium payment within thirty (30) business days following receipt of the supporting documentation for such payment. 4.4.3 During the period such health care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (a) the amount of health care Coverage Costs and premium payments eligible for reimbursement in any one calendar year of such coverage shall not affect the amount of Coverage Costs and premium payments eligible for reimbursement in any other calendar year for which health care coverage is to be provided hereunder (ii) no health care Coverage Costs or premium payments shall be reimbursed after the close of the calendar year following the calendar year in which those Coverage Costs or premium payments were incurred; and (iii) the right to reimbursement of such continued health care Coverage Costs and premium payments cannot be liquidated or exchanged for any other benefit. 4.4.4 The Executive and his Spouse shall be solely responsible for any federal, state or local tax liability arising from the post-retirement health care coverage and benefits provided them hereunder, and the Company shall have no obligation to indemnify or reimburse them for any tax liability they so incur. Accordingly, to the extent the reimbursed Coverage Costs or premium payments constitute taxable income to the Executive, the Company shall report the reimbursement as taxable W-2 wages and collect the applicable withholding taxes, and any remaining tax liability shall be the Executive’s sole responsibility.

Retiree Health Coverage. 4.4.1 Effective upon the earliest as of (A) the occurrence of a Change of Control (as defined in Section 8.1.1) while Executive is serving as an executive officer of the CompanyJuly 21, (B) the occurrence of a Corporate Transaction (as defined in Section 8.1.2) while Executive is serving as an executive officer of the Company, or (C) the first date on which Executive (i) is at least sixty-two (62) years old and (ii) has served as an executive officer of the Company for ten (10) consecutive years (and is then serving as such)2003, and notwithstanding anything contained herein to the contrary, the Executive and his spouse on at the date of his subsequent termination of employment (his “Spouse”) shall each be entitled to the retiree health care coverage described herein for the remainder of his or her life following the termination of if the Executive’s employment is terminated (i) for any reasonreason on or after December 31, 2005 or (ii) at any time under the following circumstances: termination due to death or physical or mental illness or injury; termination by the Company without Cause (as defined in Section 6.1.1), termination by the Executive with Good Reason (as defined in Section 7.2.1), or termination for any reason following a Change of Control (as defined in Section 8.1.1) or a Corporate Transaction (as defined in Section 8.1.2). The retiree health care coverage to be provided by the Company to the Executive and his Spouse until they become entitled to Medicare coverage shall be comparable to the health care coverage provided by the Company to the Executive and his Spouse shall be comparable to the coverage provided by the Company to them immediately prior to the termination of the Executive’s employmentemployment until they become covered by Medicare. Once the Executive or his Spouse becomes covered by Medicare, the Company shall provide retiree health care coverage that, together with such Medicare coverageCoverage, is comparable to the coverage that the Company provided to him or her immediately prior to the Executive’s termination of employment. 4.4.2 The Executive . Such retiree health coverage shall, to the extent possible, be provided through the Company’s payment of the costs of the Executive’s and his Spouse shall, following his termination of employment with the Company, elect to continue Spouse’s continued health care coverage in accordance with under the provisions of Section 4980B of the Internal Revenue Code of 1986, as amended, and Section 10116.5 of the California Insurance Code (“COBRA”). For the period of such If COBRA coveragecoverage is not available or it is exhausted or no longer available, the retiree health care coverage for the Executive and his Spouse Company shall be provided under the Company’s group health plan. Following the expiration of the applicable period of COBRA coverage, provide such retiree health care coverage shall continue to be provided under one or more through reimbursement of the Company’s group health care plans; provided, however, that to the extent such group health care coverage is not available, the retiree health coverage for premiums paid by the Executive and and/or his Spouse shall be provided through on a health insurance policy or policies acquired by the Executive and/or his Spouse that provides the required level of health care coverage hereunder, until each of them attains age sixty-five (65) 65 and thereafter through by reimbursement of the Executive and/or his Spouse of premiums paid on an insurance policy or policies providing Medicare supplemental supplemented coverage. The cost of such retiree health care coverage for the Executive and his Spouse during each applicable period of coverage hereunder shall be shared between the Company and the Executive as follows: (i) For each period the Executive and/or his Spouse are provided post-retirement shall provide the Company with evidence that the applicable health care coverage under the Company’s group insurance or Medicare supplemental health planinsurance policy. If, for any reason, the Company retiree health coverage shall reimburse the Executive for the monthly cost he incurs become taxable to obtain such continued coverage for himself and his Spouse, to the extent that cost exceeds the amount that would be charged active employees of the Company or their spouses for such individual and/or spousal coverage for the same period under the plan (the “Coverage Costs ”). In order to obtain reimbursement for the reimbursable portion of those Coverage Costs, the Executive must submit appropriate evidence to the Company of each periodic payment within sixty (60) days after the payment date, and the Company shall within thirty (30) days after such submission reimburse the Executive for the reimbursable portion of that payment. (ii) To the extent such post retirement health care coverage is provided through health insurance policies acquired by the Executive and/or his Spouse, the Company shall reimburse pay to the Executive and/or his Spouse for the portion of each premium paid by them in excess an amount (a “Gross-Up Amount”) that is, after payment of the dollar amount applicable taxes on the Executive and/or his Spouse would have had Gross-Up Amount, equal to pay for health care coverage for the period covered by the premium had the Executive and/or his Spouse been an active participant under the Company’s group health plan at that time. The applicable insurance premiums shall be paid by the Executive and/or the Spouse on or before each due date, and supporting documentation evidencing such payment shall be provided to the Company within sixty (60) days following such payment. The Company shall reimburse the Executive and/or his Spouse for the reimbursable portion of each such insurance premium payment within thirty (30) business days following receipt of the supporting documentation for such payment. 4.4.3 During the period such health care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (a) the amount of health care Coverage Costs and premium payments eligible for reimbursement in any one calendar year of such coverage shall not affect the amount of Coverage Costs and premium payments eligible for reimbursement in any other calendar year for which health care coverage is to be provided hereunder (ii) no health care Coverage Costs or premium payments shall be reimbursed after the close of the calendar year following the calendar year in which those Coverage Costs or premium payments were incurred; and (iii) the right to reimbursement of such continued health care Coverage Costs and premium payments cannot be liquidated or exchanged for any other benefit. 4.4.4 The Executive and his Spouse shall be solely responsible for any federal, state or local tax liability arising from the post-retirement health care coverage and benefits provided them hereunder, and the Company shall have no obligation to indemnify or reimburse them for any tax liability they so incur. Accordingly, applicable to the extent the reimbursed Coverage Costs or premium payments constitute taxable income to the Executive, the Company shall report the reimbursement as taxable W-2 wages and collect the applicable withholding taxes, and any remaining tax liability shall be the Executive’s sole responsibilityretiree health coverage.

Retiree Health Coverage. 4.4.1 Effective upon the earliest of (A) the occurrence of a Change of Control (as defined in Section 8.1.1) while Executive is serving as an executive officer of the Company, (B) the occurrence of a Corporate Transaction (as defined in Section 8.1.2) while Executive is serving as an executive officer of the Company, or (C) the first date on which Executive (i) is at least sixty-two (62) years old and (ii) has served as an executive officer of the Company for ten (10) consecutive years (and is then serving as such), and notwithstanding Notwithstanding anything contained herein to the contrary, the Executive and his spouse on the date of his subsequent termination of employment (his “Spouse”) shall each be entitled to the retiree health care coverage described herein for the remainder of his or her life following the termination of the Executive’s employment for any reason. The retiree health care coverage to be provided by the Company to the Executive and his Spouse until they become entitled to Medicare coverage shall be comparable to the health care coverage provided by the Company to the Executive and his Spouse immediately prior to the termination of the Executive’s employment. Once the Executive or his Spouse becomes covered by Medicare, the Company shall provide retiree health care coverage that, together with such Medicare coverage, is comparable to the coverage that the Company provided to him or her immediately prior to the Executive’s termination of employment. 4.4.2 The Executive and his Spouse shall, following his termination of employment with the Company, elect to continue health care coverage in accordance with the provisions of Section 4980B of the Code and Section 10116.5 of the California Insurance Code (“COBRA”). For the period of such COBRA coverage, the retiree health care coverage for the Executive and his Spouse shall be provided under the Company’s group health plan. Following the expiration of the applicable period of COBRA coverage, such retiree health care coverage shall continue to be provided under one or more of the Company’s group health care plans; provided, however, that to the extent such group health care coverage is not available, the retiree health coverage for the Executive and his Spouse shall be provided through health insurance policy or policies acquired by the Executive and/or his Spouse that provides the required level of health care coverage hereunder, until each of them attains age sixty-five (65) and thereafter through insurance policy or policies providing Medicare supplemental coverage. The Company shall reimburse the Executive for the cost of such retiree health care coverage for the Executive and his Spouse during each applicable period of coverage hereunder shall be shared between the Company and the Executive as follows: (i) For each period the Executive and/or his Spouse are provided post-retirement health care coverage under the Company’s group health care plan, the Company shall reimburse the Executive for the monthly cost he incurs to obtain such continued coverage for himself and his Spouse, to the extent that cost exceeds the amount that would be charged active employees of the Company or their spouses for such individual and/or spousal coverage for the same period under the plan Spouse (the “Coverage Costs Costs”). In order to obtain reimbursement for the reimbursable portion of those his Coverage Costs, the Executive must submit appropriate evidence to the Company of each periodic payment within sixty (60) days after the payment date, and the Company shall within thirty (30) days after such submission reimburse the Executive for the reimbursable portion of that payment. (ii) To the extent such post retirement health care coverage is provided through health insurance policies acquired by the Executive and/or his Spouse, the Company shall reimburse the Executive and/or his Spouse for the portion of each premium paid by them in excess of the dollar amount the Executive and/or his Spouse would have had to pay for health care coverage for the period covered by the premium had the Executive and/or his Spouse been an active participant under the Company’s group health plan at that timesuch coverage. The applicable insurance premiums shall be paid by the Executive and/or the Spouse on or before each due date, and supporting documentation evidencing such payment shall be provided to the Company within sixty (60) days following such payment. The Company shall reimburse the Executive and/or his Spouse for the reimbursable portion of each such insurance premium payment within thirty (30) business days following receipt of the supporting documentation for such payment. 4.4.3 During the period such health care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (a) the amount of health care Coverage Costs and premium payments eligible for reimbursement in any one calendar year of such coverage shall not affect the amount of Coverage Costs and premium payments eligible for reimbursement in any other calendar year for which health care coverage is to be provided hereunder (ii) no health care Coverage Costs or premium payments shall be reimbursed after the close of the calendar year following the calendar year in which those Coverage Costs or premium payments were incurred; and (iii) the right to reimbursement of such continued health care Coverage Costs and premium payments cannot be liquidated or exchanged for any other benefit. 4.4.4 The If, for any reason, the retiree health coverage provided to the Executive and or his Spouse shall be solely responsible for any federaltaxable year shall constitute taxable income to the Executive and/or his Spouse, state or local tax liability arising from the post-retirement health care coverage and benefits provided them hereunder, and the Company shall have no obligation to indemnify or reimburse them for any tax liability they so incur. Accordingly, to the extent report the reimbursed Coverage Costs or premium payments constitute taxable income to the Executive, the Company shall report the reimbursement as taxable W-2 wages and collect the applicable withholding taxes. However, and any remaining the Company shall also pay to the Executive and/or his Spouse an amount (a “Gross-Up Amount”) that is, after payment of all applicable taxes on the Gross-Up Amount, equal to the tax liability attributable to such retiree health coverage. Any such tax gross up payment shall be calculated within fifteen (15) business days following the Executive’s sole responsibilityclose of the taxable year to which it relates. Subject to the holdback provisions of Section 10.1, the tax gross up payment so calculated shall be made to or on behalf of the Executive within thirty (30) days following the completion of such calculation or (if later) at the time the income taxes to which the tax gross up payment relates are remitted to the appropriate tax authorities. In no event shall any such tax gross up payment be made later than the end of the calendar year immediately following the calendar year in which the related taxes are remitted to the appropriate tax authorities or such other specified time or schedule that may be required under Section 409A of the Code.

Retiree Health Coverage. 4.4.1 Effective upon the earliest of (A) the occurrence of a Change of Control (as defined in Section 8.1.1) while Executive is serving as an executive officer of the Company, (B) the occurrence of a Corporate Transaction (as defined in Section 8.1.2) while Executive is serving as an executive officer of the Company, or (C) the first date on which (1) Executive (i) is at least sixty-two (62) years old and (ii2) Executive has served as an executive officer of the Company for ten (10) consecutive years (and is then serving as such), and notwithstanding anything contained herein to the contrary, the Executive and his spouse on the date of his subsequent termination of employment (his “"Spouse”") shall each be entitled to the retiree health care coverage described herein for the remainder of his or her life following the Executive's termination of employment with the Executive’s employment Company for any reason. The retiree health care coverage to be provided by the Company to the Executive and his Spouse until they become entitled to Medicare coverage shall be comparable to the health care coverage provided by the Company to the Executive and his Spouse shall be comparable to the coverage provided by the Company to them immediately prior to the termination of the Executive’s employment's employment until they become covered by Medicare. Once the Executive or his Spouse becomes covered by Medicare, the Company shall provide retiree health care coverage that, together with such Medicare coverage, is comparable to the coverage that the Company provided to him or her immediately prior to the Executive’s 's termination of employment. 4.4.2 The . Such retiree health coverage shall, to the extent possible, be provided through continued health care coverage for the Executive and his Spouse shall, following his termination of employment with under the Company, elect 's group health plan pursuant to continue health care coverage in accordance with the provisions of Section 4980B of the Internal Revenue Code of 1986, as amended, and Section 10116.5 of the California Insurance Code (“"COBRA”"). For the period of such If COBRA coverage, the retiree health care coverage for the Executive and his Spouse shall be provided under the Company’s group health plan. Following the expiration of the applicable period of COBRA coverageis not available or it is exhausted or no longer available, such retiree health care coverage shall continue to be provided under one or more of the Company’s group health care plans; provided, however, that to the extent such group health care coverage is not available, the retiree health coverage for the Executive and his Spouse shall be provided through health insurance policy or policies acquired by the Executive and/or his Spouse that provides the required level of health care coverage hereunder, until each of them attains age sixty-five (65) 65 and thereafter through insurance policy or policies providing Medicare supplemental coverage obtained by them, with the Company to reimburse the Executive and/or his Spouse for the premiums paid for such coverage, to the extent expressly provided below. The Executive and/or his Spouse shall provide the Company with evidence of the applicable health insurance or Medicare supplemental health insurance policy. The cost of such retiree health care coverage for the Executive and his Spouse during each applicable period of coverage hereunder shall be shared between the Company and the Executive as follows: (i) For each period the Executive and/or his Spouse are provided post-post- retirement health care coverage under the Company’s 's group health plan, the Executive or his Spouse shall pay the Company shall reimburse the Executive a dollar amount for the monthly cost he incurs to obtain such continued that coverage for himself and his Spouse, equal to the extent that cost exceeds the amount that would be charged active employees of the Company or their spouses for such individual and/or spousal coverage for the same period under the plan (the “Coverage Costs ”). In order to obtain reimbursement for the reimbursable portion of those Coverage Costs, the Executive must submit appropriate evidence to the Company of each periodic payment within sixty (60) days after the payment dateplan, and the Company shall within thirty (30) days after be responsible for the payment of any additional costs required to provide such submission reimburse coverage. The payments required of the Executive must be made on or before the date the Executive would have to pay for such coverage if an active employee under the reimbursable portion of that paymentCompany's group health plan. (ii) To the extent such post retirement health care coverage is provided through health insurance policies acquired by the Executive and/or his Spouse, the Company shall reimburse the Executive and/or his Spouse for the portion of each premium paid by them in excess of the dollar amount the Executive and/or his Spouse would have had to pay for health care coverage for the period covered by the premium had the Executive and/or his Spouse been an active participant under the Company’s 's group health plan at that time. The applicable insurance premiums shall be paid by the Executive and/or the Spouse on or before within ten (10) days after each due date, and supporting documentation evidencing such payment shall be provided to the Company within sixty (60) days following such payment. The Company shall promptly reimburse the Executive and/or his Spouse for the reimbursable portion its share of each such insurance premium payment within thirty (30) business days following receipt of the supporting documentation for premium, with such payment. 4.4.3 During the period such health care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (a) the amount of health care Coverage Costs and premium payments eligible for reimbursement in any one calendar year of such coverage shall not affect the amount of Coverage Costs and premium payments eligible for reimbursement in any other calendar year for which health care coverage is to be provided hereunder (ii) no health care Coverage Costs or premium payments shall be reimbursed after made in all events not later than the close of the calendar year in which the premium was paid by the Executive and/or his Spouse or (if later) within two and one-half months following the calendar year in which those Coverage Costs premium payment date. To the extent the post-retirement health care coverage required hereunder is provided through a self-funded reimbursement program maintained by the Company, the Executive shall, within thirty (30) days after his receipt of each invoice for a reimbursable health or premium payments were incurred; and (iii) the right to reimbursement medical care expense under this Section 4.4, submit a copy of such continued health care Coverage Costs invoice to the Company for reimbursement, and premium payments cannot be liquidated or exchanged for any other benefit. 4.4.4 the Company shall pay such reimbursement within thirty (30) days following receipt of the submitted invoice. The Executive and his Spouse shall be solely responsible for any federal, state or local tax liability arising from the post-retirement health care coverage and benefits provided them hereunder, and the Company shall have no obligation to indemnify or reimburse them for any tax liability they so incur. Accordingly, to the extent the reimbursed Coverage Costs or premium payments constitute taxable income to the Executive, the Company shall report the reimbursement as taxable W-2 wages and collect the applicable withholding taxes, and any remaining tax liability shall be the Executive’s sole responsibility.