Common use of Welfare Benefit and D&O Insurance Clause in Contracts

Welfare Benefit and D&O Insurance. Until the earlier of the first anniversary of the Executive’s termination or the last day of the month in which the Executive commences employment with another employer (the “Coverage Period”), the Corporation shall continue the Executive’s (and, where applicable, members of the Executive’s family’s) participation in the group medical, dental, life and disability plans maintained by the Corporation on substantially the same basis as if the Executive were an employee of the Corporation. In the event that the Corporation is unable for any reason to provide for the Executive’s (and, where applicable, the Executive’s family’s) continued participation in one or more of such plans during the Coverage Period, the Corporation shall pay or provide at its expense equivalent benefit coverage for the remainder of the Coverage Period. The Corporation shall also pay to the Executive at least annually an amount which shall be sufficient on an after tax basis to compensate the Executive for all additional taxes incurred by reason of any income realized as a result of the continued coverage under this subparagraph, to the extent such taxes result from the Executive’s status as a non-employee and would not be incurred if the Executive was an employee of the Corporation, on a grossed-up basis at the highest marginal income tax rate for individuals. The Coverage Period shall not be taken into account as a period of continuation coverage for purposes of Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or for purposes of any other obligation of the Corporation to provide any continued coverage to the Executive (and, where applicable, members of the Executive’s family) under any group medical, dental, life or disability plan. The Corporation shall continue to maintain director and officer insurance covering the Executive, and shall maintain in effect any indemnification agreements providing for indemnification of the Executive by the Corporation, until the applicable statute of limitations has ended;

Welfare Benefit and D&O Insurance. Until The Company shall continue the Executive's (and, where applicable, the Executive's spouse and eligible dependents’) participation in the group medical, dental and vision plans maintained by the Company, on substantially the same basis as if the Executive were an employee of the Company, until the earlier of the first anniversary of 18 months following the Executive’s termination of employment with the Company or the last day of the month in which the Executive commences employment with another employer following the Executive’s termination of employment with the Company (the “Coverage Period”), the Corporation shall continue the Executive’s (and, where applicable, members of the Executive’s family’s) participation in the group medical, dental, life and disability plans maintained by the Corporation on substantially the same basis as if the Executive were an employee of the Corporation. In the event that the Corporation Company is unable for any reason to provide for the Executive’s 's (and, where applicable, the Executive’s family’s's spouse and eligible dependents’) continued participation in one or more of such plans during the Coverage Period, the Corporation Company shall pay or provide at its expense equivalent benefit coverage for the remainder of the Coverage Period. The Corporation shall also pay to the Executive at least annually an amount which shall be sufficient on an after tax basis to compensate the Executive for all additional taxes incurred by reason of any income realized as a result of the continued coverage under this subparagraph, to the extent such taxes result from the Executive’s status as a non-employee and would not be incurred if the Executive was an employee of the Corporation, on a grossed-up basis at the highest marginal income tax rate for individuals. The Coverage Period shall not be taken into account as a period of continuation coverage for purposes of Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or and for purposes of any other obligation of the Corporation Company to provide any continued coverage to the Executive (and, where applicable, members of the Executive’s familyspouse and eligible dependents) under any group medical, dental, life dental or disability vision plan. In the event that any payments under this Section 3.2 violate the non-discrimination rules under the Affordable Care Act (“ACA”), then the parties agree to modify this section as necessary in order to comply with the ACA. The Corporation Company shall continue to maintain director and officer insurance covering the Executive, and shall maintain in effect any indemnification agreements providing for indemnification of the Executive by the CorporationCompany, until the applicable statute of limitations has ended;

Welfare Benefit and D&O Insurance. Until The Company shall continue the Executive's (and, where applicable, the Executive's spouse and eligible dependents’) participation in the group medical, dental and vision plans maintained by the Company, on substantially the same basis as if the Executive were an employee of the Company, until the earlier of the first anniversary of 18 months following the Executive’s termination of employment with the Company or the last day of the month in which the Executive commences employment with another employer following the Executive’s termination of employment with the Company (the “Coverage Period”), the Corporation shall continue the Executive’s (and, where applicable, members of the Executive’s family’s) participation in the group medical, dental, life and disability plans maintained by the Corporation on substantially the same basis as if the Executive were an employee of the Corporation. In the event that the Corporation Company is unable for any reason to provide for the Executive’s 's (and, where applicable, the Executive’s family’s's spouse and eligible dependents’) continued participation in one or more of such plans during the Coverage Period, the Corporation Company shall pay or provide at its expense equivalent benefit coverage for the remainder of the Coverage Period. The Corporation shall also pay to the Executive at least annually an amount which shall be sufficient on an after tax basis to compensate the Executive for all additional taxes incurred by reason of any income realized as a result of the continued coverage under this subparagraph, to the extent such taxes result from the Executive’s status as a non-employee and would not be incurred if the Executive was an employee of the Corporation, on a grossed-up basis at the highest marginal income tax rate for individuals. The Coverage Period shall not be taken into account as a period of continuation coverage for purposes of Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or and for purposes of any other obligation of the Corporation Company to provide any continued coverage to the Executive (and, where applicable, members of the Executive’s familyspouse and eligible dependents) under any group medical, dental, life dental or disability vision plan. The Corporation Company shall continue to maintain director and officer insurance covering the Executive, and shall maintain in effect any indemnification agreements providing for indemnification of the Executive by the CorporationCompany, until the applicable statute of limitations has ended;

Welfare Benefit and D&O Insurance. Until The Company shall continue the Executive's (and, where applicable, the Executive's spouse and eligible dependents’) participation in the group medical, dental and vision plans maintained by the Company, on substantially the same basis as if the Executive were an employee of the Company, until the earlier of the first anniversary of 18 months following the Executive’s termination of employment with the Company or the last day of the month in which the Executive commences employment with another employer following the Executive’s termination of employment with the Company (the “Coverage Period”), the Corporation shall continue the Executive’s (and, where applicable, members of the Executive’s family’s) participation in the group medical, dental, life and disability plans maintained by the Corporation on substantially the same basis as if the Executive were an employee of the Corporation. In the event that the Corporation Company is unable for any reason to provide for the Executive’s 's (and, where applicable, the Executive’s family’s's spouse and eligible dependents’) continued participation in one or more of such plans during the Coverage Period, the Corporation Company shall pay or provide at its expense equivalent benefit coverage for the remainder of the Coverage Period. The Corporation shall also pay to the Executive at least annually an amount which shall be sufficient on an after tax basis to compensate the Executive for all additional taxes incurred by reason of any income realized as a result of the continued coverage under this subparagraph, to the extent such taxes result from the Executive’s status as a non-employee and would not be incurred if the Executive was an employee of the Corporation, on a grossed-up basis at the highest marginal income tax rate for individuals. The Coverage Period shall not be taken into account as a period of continuation coverage for purposes of Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or and for purposes of any other obligation of the Corporation Company to provide any continued coverage to the Executive (and, where applicable, members of the Executive’s familyspouse and eligible dependents) under any group medical, dental, life dental or disability vision plan. In the event that any payments under this Section 3.2 violate the non-discrimination rules or would result in the imposition of penalties under the Affordable Care Act (“ACA”), then the parties agree to modify this section as necessary in order to comply with the ACA. The Corporation Company shall continue to maintain director and officer insurance covering the Executive, and shall maintain in effect any indemnification agreements providing for indemnification of the Executive by the CorporationCompany, until the applicable statute of limitations has ended;

Welfare Benefit and D&O Insurance. Until The Company shall continue the Executive’s (and, where applicable, the Executive’s spouse and eligible dependents’) participation in the group medical, dental and vision plans maintained by the Company, on substantially the same basis as if the Executive were an employee of the Company, until the earlier of the first anniversary of 18 months (not to exceed 18 months) following the Executive’s termination of employment with the Company or the last day of the month in which the Executive commences employment with another employer following the Executive’s termination of employment with the Company (the “Coverage Period”), the Corporation shall continue the Executive’s (and, where applicable, members of the Executive’s family’s) participation in the group medical, dental, life and disability plans maintained by the Corporation on substantially the same basis as if the Executive were an employee of the Corporation. In the event that the Corporation Company is unable for any reason to provide for the Executive’s (and, where applicable, the Executive’s family’sspouse and eligible dependents’) continued participation in one or more of such plans during the Coverage Period, the Corporation Company shall pay or provide at its expense equivalent benefit coverage for the remainder of the Coverage Period. The Corporation shall also pay to the Executive at least annually an amount which shall be sufficient on an after tax basis to compensate the Executive for all additional taxes incurred by reason of any income realized as a result of the continued coverage under this subparagraph, to the extent such taxes result from the Executive’s status as a non-employee and would not be incurred if the Executive was an employee of the Corporation, on a grossed-up basis at the highest marginal income tax rate for individuals. The Coverage Period shall not be taken into account as a period of continuation coverage for purposes of Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or and for purposes of any other obligation of the Corporation Company to provide any continued coverage to the Executive (and, where applicable, members of the Executive’s familyspouse and eligible dependents) under any group medical, dental, life dental or disability vision plan. The Corporation Company shall continue to maintain director and officer insurance covering the Executive, and shall maintain in effect any indemnification agreements providing for indemnification of the Executive by the CorporationCompany, until the applicable statute of limitations has ended;

Welfare Benefit and D&O Insurance. Until The Company shall continue the Executive’s (and, where applicable, the Executive’s spouse and eligible dependents’) participation in the group medical, dental and vision plans maintained by the Company, on substantially the same basis as if the Executive were an employee of the Company, until the earlier of the first anniversary of 18 months following the Executive’s termination of employment with the Company or the last day of the month in which the Executive commences employment with another employer following the Executive’s termination of employment with the Company (the “Coverage Period”), the Corporation shall continue the Executive’s (and, where applicable, members of the Executive’s family’s) participation in the group medical, dental, life and disability plans maintained by the Corporation on substantially the same basis as if the Executive were an employee of the Corporation. In the event that the Corporation Company is unable for any reason to provide for the Executive’s (and, where applicable, the Executive’s family’sspouse and eligible dependents’) continued participation in one or more of such plans during the Coverage Period, the Corporation Company shall pay or provide at its expense equivalent benefit coverage for the remainder of the Coverage Period. The Corporation shall also pay to the Executive at least annually an amount which shall be sufficient on an after tax basis to compensate the Executive for all additional taxes incurred by reason of any income realized as a result of the continued coverage under this subparagraph, to the extent such taxes result from the Executive’s status as a non-employee and would not be incurred if the Executive was an employee of the Corporation, on a grossed-up basis at the highest marginal income tax rate for individuals. The Coverage Period shall not be taken into account as a period of continuation coverage for purposes of Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or and for purposes of any other obligation of the Corporation Company to provide any continued coverage to the Executive (and, where applicable, members of the Executive’s familyspouse and eligible dependents) under any group medical, dental, life dental or disability vision plan. The Corporation Company shall continue to maintain director and officer insurance covering the Executive, and shall maintain in effect any indemnification agreements providing for indemnification of the Executive by the CorporationCompany, until the applicable statute of limitations has ended;

Welfare Benefit and D&O Insurance. Until The Company shall continue the Executive's (and, where applicable, the Executive's spouse and eligible dependents’) participation in the group medical, dental and vision plans maintained by the Company, on substantially the same basis as if the Executive were an employee of the Company, until the earlier of the first anniversary of <<NUMBER>> months following the Executive’s termination of employment with the Company or the last day of the month in which the Executive commences employment with another employer following the Executive’s termination of employment with the Company (the “Coverage Period”), the Corporation shall continue the Executive’s (and, where applicable, members of the Executive’s family’s) participation in the group medical, dental, life and disability plans maintained by the Corporation on substantially the same basis as if the Executive were an employee of the Corporation. In the event that the Corporation Company is unable for any reason to provide for the Executive’s 's (and, where applicable, the Executive’s family’s's spouse and eligible dependents’) continued participation in one or more of such plans during the Coverage Period, the Corporation Company shall pay or provide at its expense equivalent benefit coverage for the remainder of the Coverage Period. The Corporation shall also pay to the Executive at least annually an amount which shall be sufficient on an after tax basis to compensate the Executive for all additional taxes incurred by reason of any income realized as a result of the continued coverage under this subparagraph, to the extent such taxes result from the Executive’s status as a non-employee and would not be incurred if the Executive was an employee of the Corporation, on a grossed-up basis at the highest marginal income tax rate for individuals. The Coverage Period shall not be taken into account as a period of continuation coverage for purposes of Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or and for purposes of any other obligation of the Corporation Company to provide any continued coverage to the Executive (and, where applicable, members of the Executive’s familyspouse and eligible dependents) under any group medical, dental, life dental or disability vision plan. In the event that any payments under this Section 3.2 violate the non-discrimination rules or would result in the imposition of penalties under the Affordable Care Act (“ACA”), then the parties agree to modify this section as necessary in order to comply with the ACA. The Corporation Company shall continue to maintain director and officer insurance covering the Executive, and shall maintain in effect any indemnification agreements providing for indemnification of the Executive by the CorporationCompany, until the applicable statute of limitations has ended;