Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.
Appears in 12 contracts
Samples: Severance Pay Agreement (Southern California Gas Co), Severance Pay Agreement (Southern California Gas Co), Severance Pay Agreement (Southern California Gas Co)
Welfare Benefits. Subject to the terms and conditions of this Agreement, the Executive and the Executive’s dependents shall be provided with life, disability, accident and Medical Continuation Benefits (which benefits are collectively referred to herein as “Continued Benefits”) which are substantially similar to those provided to the Executive and the Executive’s dependents immediately prior to the date of Involuntary Termination or the Change in Control Date, whichever is more favorable to the Executive; provided, however, that the Medical Continuation Benefits shall be provided pursuant to this Section 5(c) only if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) Medical Continuation Benefits shall be provided in accordance with group medical benefits as required by COBRA (“COBRA, and the Medical Continuation Benefits”) Benefits shall be provided on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Continued Benefits shall be provided for a period of up to six twelve (612) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c5(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c5(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5)) and the Continued Benefits will be provided in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c5(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.
Appears in 9 contracts
Samples: Severance Pay Agreement (Southern California Gas Co), Severance Pay Agreement (Southern California Gas Co), Severance Pay Agreement (Southern California Gas Co)
Welfare Benefits. Subject to the terms and conditions of this Agreement, the Executive and the Executive’s dependents shall be provided with life, disability, accident and Medical Continuation Benefits (which benefits are collectively referred to herein as “Continued Benefits”) which are substantially similar to those provided to the Executive and the Executive’s dependents immediately prior to the date of Involuntary Termination or the Change in Control Date, whichever is more favorable to the Executive; provided, however, that the Medical Continuation Benefits shall be provided pursuant to this Section 5(d) only if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) Medical Continuation Benefits shall be provided in accordance with group medical benefits as required by COBRA (“COBRA, and the Medical Continuation Benefits”) Benefits shall be provided on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Continued Benefits shall be provided for a period of up to six twenty-four (624) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c5(d) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c5(d) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5)) and the Continued Benefits will be provided in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c5(d) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.
Appears in 3 contracts
Samples: Severance Pay Agreement (Southern California Gas Co), Severance Pay Agreement (Southern California Gas Co), Severance Pay Agreement (Southern California Gas Co)
Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for For a period of up to six (6) 24 months following the date of the Involuntary Termination Executive’s Separation from Service (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical “Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereofPeriod”), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits Company shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts arrange to provide the Executive with a comparable benefits (the “Employee Benefits”), including travel accident, major medical, dental care and other welfare benefit programs, substantially similar to those in effect immediately prior to the Change in Control, or, if greater, to those that does the Executive was receiving or entitled to receive immediately prior to the date of the Executive’s Separation from Service (or, if greater, immediately prior to the reduction, termination, or denial described in Section 2(b)(ii)(D)). If and to the extent that any benefit described in this Section 4(b) is not violate applicable law or subject Sempra Energy cannot be paid or provided under any policy, plan, program or arrangement of the Company or any subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, the Executive’s dependents and beneficiaries of its Affiliates such Employee Benefits along with, in the case of any benefit which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company or any subsidiary, an additional amount such that after payment by the Executive, or the Executive’s dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such tax or penaltytaxes. Any Medical Continuation Employee Benefits provided otherwise receivable by the Executive pursuant to this Section 4(c4(b) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period, and any such benefits actually received by the Executive shall be co-extensive with (reported by the Executive to the Company. In addition, the Executive shall receive additional age and not service credit for the Continuation Period for purposes of the Executive’s eligibility to receive any retiree medical benefits. To the extent the continuation of the Employee Benefits under this Section 4(b) is, or ever becomes, taxable to the Executive and to the extent the Employee Benefits that are medical benefits continue beyond the period in addition to) any benefits to which the Executive would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Company under Code section 4980B (COBRA) if the Executive elected such coverage and paid the applicable premiums, the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv):
(i) The Executive’s eligibility for Employee Benefits in one year shall not affect the Executive’s covered dependentseligibility for Employee Benefits in any other year;
(ii) may Any reimbursement of eligible expenses will be entitled under made on or before the last day of the year following the year in which the expense was incurred; and
(iii) Executive’s right to Employee Benefits shall not be subject to liquidation or exchange for another benefit. In the event the preceding sentence applies and the Executive is a Key Employee (as defined in Section 4(g)), provision of Employee Benefits after the COBRA or similar provisions period shall commence on the first day of applicable state lawthe seventh month following the date of the Executive’s Separation from Service (or, if earlier, the first day of the month after the Executive’s death).
Appears in 3 contracts
Samples: Change in Control Termination Benefits Agreement (Hess Corp), Change in Control Termination Benefits Agreement (Hess Corp), Change in Control Termination Benefits Agreement (Hess Corp)
Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) The Officer shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided entitled for a period of up to six fifteen (615) consecutive months following the date month in which a Qualifying Termination occurs to receive medical, dental and life insurance benefits that are similar in all material respects as those benefits provided under the Company's employee benefit plans, policies and programs to senior executives of Company who have not terminated their employment (collectively, such benefits are referred to hereinafter as the "Welfare Benefits"), at no greater monthly cost to the Officer than the cost paid by such senior executives. If the Company cannot provide such benefits under its employee benefit plans, policies and programs the Company either shall provide such benefits to the Officer outside such plans, policies and programs at no additional expense or tax liability to the Officer or shall reimburse the Officer for the Officer's cost to purchase such benefits and for any tax liability for any such reimbursement. The continuation period for medical and dental benefits Section 4980B of the Involuntary Termination Code (COBRA) shall commence at the end the Officer's Severance Period. Benefits otherwise receivable by the Officer pursuant to this Paragraph 4(d) shall be reduced to the extent comparable benefits are actually received by or made available to the Officer (other than benefits available at the Officer's sole expense pursuant to COBRA) during the fifteen (15) month continuation period provided in this Paragraph 4(d) (and up any such benefits actually received or made available to an additional twelve the Officer shall be reported to the Company by the Officer). To the extent the continuation of the Welfare Benefits under this Paragraph 4(d) is, or ever becomes, taxable to the Officer and to the extent the Welfare Benefits continue beyond the period in which the Officer would be entitled (12or would, but for this Agreement, be entitled) months to continuation coverage under a group health plan of the Company under COBRA if the Executive provides consulting services under Section 14(f) hereof); providedOfficer elected such coverage and paid the applicable premiums, however, that the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. ss. 1.409A-3(i)(1)(iv):
(i) the Medical Continuation Officer's eligibility for Welfare Benefits in one year will not affect the Officer's eligibility for Welfare Benefits in any other year (including disregarding any Medical Continuation limit on the amount of Welfare Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage may be reimbursed during such continuation period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), ;
(ii) if any reimbursement of eligible expenses will be made on or before the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu last day of the Medical Continuation Benefits for any period year following the year in excess of which the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and expense was incurred; and
(iii) the Medical Continuation Officer's right to Welfare Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits canis not be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) subject to liquidation or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state lawexchange for another benefit.
Appears in 3 contracts
Samples: Officer Special Severance Agreement (Rogers Corp), Officer Special Severance Agreement (Rogers Corp), Officer Special Severance Agreement (Rogers Corp)
Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six twelve (612) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.
Appears in 3 contracts
Samples: Severance Pay Agreement (Southern California Gas Co), Severance Pay Agreement (Southern California Gas Co), Severance Pay Agreement (Southern California Gas Co)
Welfare Benefits. Subject to the terms and conditions of this Agreement, the Executive and the Executive’s dependents shall be provided with life, disability, accident and Medical Continuation Benefits (which benefits are collectively referred to herein as “Continued Benefits”) which are substantially similar to those provided to the Executive and the Executive’s dependents immediately prior to the date of Involuntary Termination or the Change in Control Date, whichever is more favorable to the Executive; provided, however, that the Medical Continuation Benefits shall be provided pursuant to this Section 5(d) only if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) Medical Continuation Benefits shall be provided in accordance with group medical benefits as required by COBRA (“COBRA, and the Medical Continuation Benefits”) Benefits shall be provided on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Continued Benefits shall be provided for a period of up to six twelve (612) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c5(d) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c5(d) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5)) and the Continued Benefits will be provided in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c5(d) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.
Appears in 3 contracts
Samples: Severance Pay Agreement (Southern California Gas Co), Severance Pay Agreement (Southern California Gas Co), Severance Pay Agreement (Southern California Gas Co)
Welfare Benefits. Subject to the terms and conditions of this Agreement, the Executive and the Executive’s dependents shall be provided with life, disability, accident and Medical Continuation Benefits (which benefits are collectively referred to herein as “Continued Benefits”) which are substantially similar to those provided to the Executive and the Executive’s dependents immediately prior to the date of Involuntary Termination or the Change in Control Date, whichever is more favorable to the Executive; provided, however, that the Medical Continuation Benefits shall be provided pursuant to this Section 5(d) only if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) Medical Continuation Benefits shall be provided in accordance with group medical benefits as required by COBRA (“COBRA, and the Medical Continuation Benefits”) Benefits shall be provided on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Continued Benefits shall be provided for a period of up to six twenty-four (624) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c5(d) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c5(d) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5)) and the Continued Benefits will be provided in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c5(d) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.
Appears in 2 contracts
Samples: Severance Pay Agreement (Southern California Gas Co), Severance Pay Agreement (Southern California Gas Co)
Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) The Officer shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided entitled for a period of up to six thirty (630) consecutive months following the date month in which a Qualifying Termination occurs to receive medical, dental and life insurance benefits that are similar in all material respects as those benefits provided under the Company's employee benefit plans, policies and programs to senior executives of Company who have not terminated their employment (collectively, such benefits are referred to hereinafter as the "Welfare Benefits"), at no greater monthly cost to the Officer than the cost paid by such senior executives. If the Company cannot provide such benefits under its employee benefit plans, policies and programs the Company either shall provide such benefits to the Officer outside such plans, policies and programs at no additional expense or tax liability to the Officer or shall reimburse the Officer for the Officer's cost to purchase such benefits and for any tax liability for any such reimbursement. The continuation period for medical and dental benefits Section 4980B of the Involuntary Termination Code (COBRA) shall commence at the end the Officer's Severance Period. Benefits otherwise receivable by the Officer pursuant to this Paragraph 4(d) shall be reduced to the extent comparable benefits are actually received by or made available to the Officer (other than benefits available at the Officer's sole expense pursuant to COBRA) during the thirty (30) month continuation period provided in this Paragraph 4(d) (and up any such benefits actually received or made available to an additional twelve the Officer shall be reported to the Company by the Officer). To the extent the continuation of the Welfare Benefits under this Paragraph 4(d) is, or ever becomes, taxable to the Officer and to the extent the Welfare Benefits continue beyond the period in which the Officer would be entitled (12or would, but for this Agreement, be entitled) months to continuation coverage under a group health plan of the Company under COBRA if the Executive provides consulting services under Section 14(f) hereof); providedOfficer elected such coverage and paid the applicable premiums, however, that the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. ss. 1.409A-3(i)(1)(iv):
(i) the Medical Continuation Officer's eligibility for Welfare Benefits in one year will not affect the Officer's eligibility for Welfare Benefits in any other year (including disregarding any Medical Continuation limit on the amount of Welfare Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage may be reimbursed during such continuation period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), ;
(ii) if any reimbursement of eligible expenses will be made on or before the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu last day of the Medical Continuation Benefits for any period year following the year in excess of which the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and expense was incurred; and
(iii) the Medical Continuation Officer's right to Welfare Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits canis not be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) subject to liquidation or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state lawexchange for another benefit.
Appears in 2 contracts
Samples: Officer Special Severance Agreement (Rogers Corp), Officer Special Severance Agreement (Rogers Corp)
Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six twelve (612) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.
Appears in 2 contracts
Samples: Severance Pay Agreement (Southern California Gas Co), Severance Pay Agreement (Southern California Gas Co)
Welfare Benefits. Subject (i) Seller shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each current or former Business Employee or Acquired Company Employee with respect to claims incurred by such Employees or their covered dependents on or prior to the Closing Date. Expenses and benefits with respect to claims incurred by Transferred Employees or their covered dependents after the Closing Date shall be the responsibility of Purchaser. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs, in the case of long-term disability benefits, when the disability occurs and, in the case of a hospital stay, when the employee first enters the hospital.
(ii) Following the Closing Date, Seller shall retain all liabilities, obligations and responsibilities to provide post-retirement medical, health and life insurance benefits ("RETIREE MEDICAL BENEFITS") to any Former Acquired Company Employees, Acquired Company Employees, Transferred Employees and Business Employees who (x) are retired on or prior to the Closing Date or (y) would have, had they retired on or prior to Closing Date, been entitled, or (except with respect to any Employee Benefit Plan providing Retiree Medical Benefits that as of the date hereof does not provide participants with continuing credit for age and service) with three additional years of age and service (the "ADDITIONAL YEARS") been entitled, to Retiree Medical Benefits pursuant to the terms of any of the Employee Benefit Plans listed on Section 10.1(d)(ii) of the Seller Disclosure Schedule (the "RETIREE MEDICAL PLANS") (the individual's described in clauses (x) and conditions (y) of this AgreementSection 10.1(d)(ii), if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof"DEEMED RETIREES"); provided, however, provided that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided no credit for additional age and service pursuant to this Section 4(c) for periods after the maximum COBRA coverage period10.1(d) shall be provided on granted to the same terms extent such grant of additional age and conditions service credit would be deemed a violation of applicable Law; provided, further, that apply to COBRA coverage (including termination thereof), (ii) if Deemed Retirees who are granted credit for additional years of age and service under the Retiree Medical Continuation Benefits are to be provided Plans pursuant to this Section 4(c10.1(d) past the maximum COBRA coverage periodshall only be deemed eligible for Retiree Medical Benefits at such time, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies assuming they had continued employment with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy Seller or any of its Affiliates to affiliates following the Closing Date, as they would otherwise have been eligible for such benefits. Seller shall credit the Deemed Retirees with the Additional Years and Sellers shall, in Seller's discretion (unless the applicable Retiree Medical Plan provides the Deemed Retirees with a material tax or penalty, more favorable election right) either (A) provide the Executive shall be providedDeemed Retirees with the opportunity to elect to begin coverage under the applicable Retiree Medical Plan as of the date of their termination of employment from Purchaser or any of its affiliates (including, in lieu thereoffollowing Closing, with the Acquired Companies) or, if later, the date a taxable monthly payment in an amount equal Deemed Retiree becomes eligible for Retiree Medical Benefits pursuant to the COBRA Premium this Section 10.1(d) or (B) Sempra Energy provide that the Deemed Retirees shall have begin coverage under the authority Retiree Medical Plans on the Closing Date or, if later, the date a Deemed Retiree becomes eligible for Retiree Medical Benefits pursuant to amend this Section 10.1(d) and Seller shall pay all premiums in respect of any Deemed Retiree's coverage under the Agreement to Retiree Medical Plans during the limited extent reasonably necessary to avoid such violation period of law his or tax or penalty and shall use all reasonable efforts to provide the Executive her continuous employment with a comparable benefit that does not violate applicable law or subject Sempra Energy Purchaser or any of its Affiliates affiliates following Closing. For the avoidance of doubt, Seller reserves the right to such tax amend or penalty. Any terminate any Retiree Medical Continuation Benefits provided Plan pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state lawits terms.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Wix Filtration Media Specialists, Inc.), Stock and Asset Purchase Agreement (Dana Corp)
Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve six (126) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.
Appears in 2 contracts
Samples: Severance Pay Agreement (Southern California Gas Co), Severance Pay Agreement (Southern California Gas Co)
Welfare Benefits. Subject to the terms and conditions of this Agreement, the Executive and the Executive’s dependents shall be provided with life, disability, accident and Medical Continuation Benefits (which benefits are collectively referred to herein as “Continued Benefits”) which are substantially similar to those provided to the Executive and the Executive’s dependents immediately prior to the date of Involuntary Termination or the Change in Control Date, whichever is more favorable to the Executive; provided, however, that the Medical Continuation Benefits shall be provided pursuant to this Section 5(c) only if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) Medical Continuation Benefits shall be provided in accordance with group medical benefits as required by COBRA (“COBRA, and the Medical Continuation Benefits”) Benefits shall be provided on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Continued Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c5(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c5(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5)) and the Continued Benefits will be provided in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c5(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.
Appears in 2 contracts
Samples: Severance Pay Agreement (Southern California Gas Co), Severance Pay Agreement (Southern California Gas Co)
Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for For a period of up to six (6) 24 months following the date of the Involuntary Termination Executive's Separation from Service (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical "Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereofPeriod"), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits Company shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts arrange to provide the Executive with a comparable benefits (the "Employee Benefits"), including travel accident, major medical, dental care and other welfare benefit programs, substantially similar to those in effect immediately prior to the Change in Control, or, if greater, to those that does the Executive was receiving or entitled to receive immediately prior to the date of the Executive's Separation from Service (or, if greater, immediately prior to the reduction, termination, or denial described in Section 2(b)(ii)(D)). If and to the extent that any benefit described in this Section 4(b) is not violate applicable law or subject Sempra Energy cannot be paid or provided under any policy, plan, program or arrangement of the Company or any subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, the Executive's dependents and beneficiaries of its Affiliates such Employee Benefits along with, in the case of any benefit which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company or any subsidiary, an additional amount such that after payment by the Executive, or the Executive's dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such tax or penaltytaxes. Any Medical Continuation Employee Benefits provided otherwise receivable by the Executive pursuant to this Section 4(c4(b) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period, and any such benefits actually received by the Executive shall be co-extensive with (reported by the Executive to the Company. In addition, the Executive shall receive additional age and not service credit for the Continuation Period for purposes of the Executive's eligibility to receive any retiree medical benefits. To the extent the continuation of the Employee Benefits under this Section 4(b) is, or ever becomes, taxable to the Executive and to the extent the Employee Benefits that are medical benefits continue beyond the period in addition to) any benefits to which the Executive would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Company under Code section 4980B (COBRA) if the Executive elected such coverage and paid the applicable premiums, the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv):
(i) The Executive’s eligibility for Employee Benefits in one year shall not affect the Executive’s covered dependentseligibility for Employee Benefits in any other year;
(ii) may Any reimbursement of eligible expenses will be entitled under made on or before the last day of the year following the year in which the expense was incurred; and
(iii) Executive’s right to Employee Benefits shall not be subject to liquidation or exchange for another benefit. In the event the preceding sentence applies and the Executive is a Key Employee (as defined in Section 4(g)), provision of Employee Benefits after the COBRA or similar provisions period shall commence on the first day of applicable state lawthe seventh month following the date of the Executive’s Separation from Service (or, if earlier, the first day of the month after the Executive’s death).
Appears in 1 contract
Samples: Change in Control Termination Benefits Agreement (Hess Corp)
Welfare Benefits. Subject (a) In order to permit benefits transition with respect to Retained DEFS Employees, for the period beginning on the date hereof and ending on the earliest of (i) December 31, 2000, (ii) such date as Duke shall cease to have a greater than 50%, direct or indirect, ownership interest in the Company, or (iii) such date as the Company or Duke shall designate with respect to any particular Old Welfare Plan (provided that Duke or the Company shall provide reasonable notice under the circumstances to the terms and conditions of this Agreementother party prior to any such date), if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) Company and/or its wholly-owned Subsidiaries shall be provided with group medical benefits participating employers on behalf of their employees (including any Continued Employees) who meet the requirements for eligibility under the following Old Welfare Plans maintained by Duke: the Duke Energy Medical, Dental, Cafeteria (FSP), Basic Life Insurance, Supplemental and Dependent Life Insurance, Basic, Supplemental and Dependent Accidental Death and Dismemberment Insurance, Business Travel Accident Insurance and Long-Term Care Insurance Plans (each such Old Welfare Plan is herein referred to as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof"Continued Duke Welfare Plan"); provided, however, that (i) retiree medical, dental and life insurance coverages under the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided applicable Continued Duke Welfare Plans shall not become applicable to an individual who either is not a Retained DEFS Employee or fails to meet such requirements as Duke shall impose for such coverages. Duke may terminate the participation by the Company and its wholly-owned Subsidiaries in a particular Continued Duke Welfare Plan prior to December 31, 2000, pursuant to this Section 4(cclause (iii) of the preceding sentence only if (1) Duke will be terminating such plan in its entirety as of the date designated by Duke pursuant to such clause or (2) Duke has determined that such continued participation by the Company and/or any of its wholly-owned Subsidiaries could subject Duke or such plan to fines, penalties, excise taxes, loss of tax deductions or other liabilities (other than liabilities for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are benefits to be provided pursuant to under such plan). Without limiting the generality of the preceding provisions of this Section 4(c7.4(a), it is understood and agreed that such provisions shall not override the provisions of Section 4.2(b) past of Annex A to the maximum COBRA coverage periodContribution Agreement. For purposes of applying Section 4.5(c) of Annex A to the Contribution Agreement, Sempra Energy may, in its sole discretion, provide or cause the Continued Duke Welfare Plans shall be deemed to be provided New Welfare Plans; provided, however, that Eligible Expenses of a Retained DEFS Employee shall be determined without regard to when such expenses are recorded by the applicable plan administrator or reported to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state lawCompany.
Appears in 1 contract
Samples: Parent Company Agreement (Duke Energy Field Services Corp)
Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) The Officer shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided entitled for a period of up to six thirty (630) consecutive months following the date month in which a Qualifying Termination occurs to receive medical, dental and life insurance benefits that are similar in all material respects as those benefits provided under the Company's employee benefit plans, policies and programs to senior executives of Company who have not terminated their employment (collectively, such benefits are referred to hereinafter as the “Welfare Benefits”), at no greater monthly cost to the Officer than the cost paid by such senior executives. If the Company cannot provide such benefits under its employee benefit plans, policies and programs the Company either shall provide such benefits to the Officer outside such plans, policies and programs at no additional expense or tax liability to the Officer or shall reimburse the Officer for the Officer's cost to purchase such benefits and for any tax liability for any such reimbursement. The continuation period for medical and dental benefits Section 4980B of the Involuntary Termination Code (COBRA) shall commence at the end the Officer's Severance Period. Benefits otherwise receivable by the Officer pursuant to this Paragraph 4(d) shall be reduced to the extent comparable benefits are actually received by or made available to the Officer (other than benefits available at the Officer's sole expense pursuant to COBRA) during the thirty (30) month continuation period provided in this Paragraph 4(d) (and up any such benefits actually received or made available to an additional twelve the Officer shall be reported to the Company by the Officer). To the extent the continuation of the Welfare Benefits under this Paragraph 4(d) is, or ever becomes, taxable to the Officer and to the extent the Welfare Benefits continue beyond the period in which the Officer would be entitled (12or would, but for this Agreement, be entitled) months to continuation coverage under a group health plan of the Company under COBRA if the Executive provides consulting services under Section 14(f) hereof); providedOfficer elected such coverage and paid the applicable premiums, however, that the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv):
(i) the Medical Continuation Officer's eligibility for Welfare Benefits in one year will not affect the Officer's eligibility for Welfare Benefits in any other year (including disregarding any Medical Continuation limit on the amount of Welfare Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage may be reimbursed during such continuation period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), ;
(ii) if any reimbursement of eligible expenses will be made on or before the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu last day of the Medical Continuation Benefits for any period year following the year in excess of which the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and expense was incurred; and
(iii) the Medical Continuation Officer's right to Welfare Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits canis not be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) subject to liquidation or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state lawexchange for another benefit.
Appears in 1 contract
Welfare Benefits. Subject (a) During the period that the Company is obligated to pay Executive severance pay pursuant to Section 1(a) or 1(b) above, as applicable (i.e., the terms 12-month period following Executive’s Separation from Service in the case of Section 1(a) or the 24-month period following Executive’s Separation from Service in the case of Section 1(b) or, if sooner, until Executive becomes entitled to Welfare Benefits (as defined below) under any plan maintained by any entity employing Executive after Executive’s employment with the Company or a Subsidiary terminates, the Company shall provide to Executive (and conditions his/her spouse and other qualified dependents) all Welfare Benefits that Company provided to Executive (and his/her spouse and qualified dependents) immediately prior to Executive’s termination (in the case of Welfare Benefits provided pursuant to Section 1(a)) or a Change in Control (in the case of Welfare Benefits provided pursuant to Section 1(b)). For purposes of this Agreement, if the Executive term “Welfare Benefits” shall include, without limitation, all life, dental, vision, health, accident and disability benefit plans, other similar welfare plans, and any equivalent successor policy, plan, program or arrangement that may now exist or be adopted hereafter by the Company or a Subsidiary that provide reasonably equivalent Welfare Benefits in the aggregate as the predecessor policy, plan, program or arrangement (andand which policies, plans, programs or arrangements may be freely modified or cancelled at any time by the Company or a Subsidiary). Notwithstanding the foregoing, with respect to any Welfare Benefits provided through an insurance policy, the extent applicable, his/her eligible dependents) is eligible Company’s obligation to and elects COBRA coverage in connection with the provide such Welfare Benefits following Executive’s Involuntary Termination, then termination (in the Executive case of Welfare Benefits provided pursuant to Section 1(a)) or a Change in Control (and in the Executive’s dependents who have elected COBRA coveragecase of Welfare Benefits provided pursuant to Section 1(b)) shall be provided with group medical benefits as required limited by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof)such policy; provided, however, that (i) the Medical Continuation Company shall make reasonable efforts (which efforts shall not include incurring additional cost) to amend such policy to provide the continued coverage described in this Section 2(a) and (ii) if such policy is not amended to provide the continued coverage described in this Section 2(a), the Company shall pay Executive the lesser of an amount equal to what Executive’s COBRA premiums would have been or Executive’s cost of comparable replacement coverage.
(b) If, prior to Executive’s termination (in the case of Welfare Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c1(a)) for periods after or a Change in Control (in the maximum COBRA coverage period) shall case of Welfare Benefits provided pursuant to Section 1(b)), Executive was required to contribute towards the cost of a Welfare Benefit as a condition of receiving such Welfare Benefit, Executive may be provided on required to continue contributing towards the cost of such Welfare Benefit under the same terms and conditions as applied to Executive immediately prior to such termination or Change in Control, as applicable, in order to receive such Welfare Benefit.
(c) In the event that apply the Company is required to provide continuation of medical insurance coverage under COBRA (as defined below), then subject to Executive’s timely election of continued medical insurance coverage in accordance with the applicable provisions of state and federal law (commonly referred to as “COBRA”), the Company will pay Executive’s COBRA premium payments sufficient to continue Executive’s group coverage at its then current level (including dependent coverage, if applicable) (the “COBRA Payments”) until the earlier of (i) the duration of the period in which Executive and Executive’s eligible dependents are enrolled in such COBRA coverage (including termination thereof), and not otherwise entitled to coverage by another employer’s group health plan) and (ii) if 12 months following the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past date of Separation from Service (in the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu case of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Welfare Benefits provided pursuant to this Section 4(c1(a)) or 24 months following the date of Separation from Service (in the case of Welfare Benefits provided pursuant to Section 1(b)). If the Company’s health plan is self-insured as opposed to fully insured, the amount of any COBRA Payments paid by the Company shall be co-extensive with (and not in addition to) any benefits treated as taxable income to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.
Appears in 1 contract
Samples: Executive Severance and Arbitration Agreement (TiVo Corp)
Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for For a period of up to six (6) 36 months following the date of Involuntary Termination of Employment, the Company shall maintain in full force and effect for the continued benefit of the Executive (and/or his spouse, children, dependents or other beneficiaries (hereinafter collectively referred to as the “Beneficiaries”)) each employee health plan and welfare benefit plan (as such term is defined in the Employee Retirement Income Security Act of 1974, as amended) in which the Executive (and/or any of the Beneficiaries) was entitled to participate immediately prior to the Involuntary Termination (and up of Employment. If the terms of any such employee health plan or welfare benefit plan do not permit such continued participation, then the Company will arrange to an additional twelve (12) months if provide to the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including and/or any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of Beneficiaries) a benefit substantially similar to and no less favorable then the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and and/or any of the Beneficiaries) was entitled under each such plan at the end of the period of coverage. The Executive (or the Executive’s covered dependentspersonal representative or estate in the event of the Executive’s death or Permanent Disability) may be entitled shall have the option to have assigned to him (or to his personal representative or estate in the event of his death or Permanent Disability) at no cost and with no apportionment of prepaid premiums any assignable insurance policy owned by the Company and relating specifically to the Executive. Following the expiration of the 36 month period for Welfare Benefits under this Subsection 2.3(b), the Executive shall have the health care continuation benefits (the “COBRA or similar provisions benefits”) provided for in Internal Revenue Code Section 4980B(f) and the Company shall pay the full expense thereof without reimbursement by the Executive. In the event of applicable state lawan Involuntary Termination after a Change of Control, the Company shall for a period of 36 months following the date of such Involuntary Termination also provide the Executive with other fringe benefits (including, but not limited to, short-term disability insurance, long-term disability insurance, life insurance, club memberships, automobile allowances, and other supplementary benefits) which were provided by the Company for the Executive during his employment.
Appears in 1 contract
Welfare Benefits. Subject (a) In order to permit benefits transition with respect to Retained DEFS Employees, for the period beginning on the date hereof and ending on the earliest of (i) December 31, 2000, (ii) such date as Duke shall cease to have a greater than 50%, direct or indirect, ownership interest in the Company, or (iii) such date as the Company or Duke shall designate with respect to any particular Old Welfare Plan (provided that Duke or the Company shall provide reasonable notice under the circumstances to the terms and conditions of this Agreementother party prior to any such date), if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) Company and/or its wholly-owned Subsidiaries shall be provided with group medical benefits participating employers on behalf of their employees (including any Continued Employees) who meet the requirements for eligibility under the following Old Welfare Plans maintained by Duke: the Duke Energy Medical, Dental, Cafeteria (FSP), Basic Life Insurance, Supplemental and Dependent Life Insurance, Basic, Supplemental and Dependent Accidental Death and Dismemberment Insurance, Business Travel Accident Insurance and Long-Term Care Insurance Plans (each such Old Welfare Plan is herein referred to as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof"Continued Duke Welfare Plan"); provided, however, that (i) retiree medical, dental and life insurance coverages under the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided applicable Continued Duke Welfare Plans shall not become applicable to an individual who either is not a Retained DEFS Employee or fails to meet such requirements as Duke shall impose for such coverages. Duke may terminate the participation by the Company and its wholly-owned Subsidiaries in a particular Continued Duke Welfare Plan prior to December 31, 2000, pursuant to this Section 4(cclause (iii) of the preceding sentence only if (1) Duke will be terminating such plan in its entirety as of the date designated by Duke pursuant to such clause or (2) Duke has determined that such continued participation by the Company and/or any of its wholly-owned Subsidiaries could subject Duke or such plan to fines, penalties, excise taxes, loss of tax deductions or other liabilities (other than liabilities for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are benefits to be provided pursuant to under such plan). Without limiting the generality of the preceding provisions of this Section 4(c7.4(a), it is understood and agreed that such provisions shall not override the provisions of Section 4.2(b) past of Annex A to the maximum COBRA coverage periodContribution Agreement. For purposes of applying Section 4.5(c) of Annex A to the Contribution Agreement, Sempra Energy may, in its sole discretion, provide or cause the Continued Duke Welfare Plans shall be deemed to be provided New Welfare Plans; provided, however, that Eligible Expenses of a Retained DEFS Employee shall be determined without regard to when such expenses are recorded by the applicable plan administrator or reported to the ExecutiveCompany.
(b) Notwithstanding the provisions of Section 4.5(d) of Annex A to the Contribution Agreement, for the period specified in lieu Section 7.4(a) as it applies to the Duke FSP, the Retained DEFS Employees shall continue to be eligible, and the Transferred PGC Employees shall be eligible, to participate in the Duke FSP. In the case of the Medical Continuation Benefits for any period Retained DEFS Employees, such continued participation shall be based on their elections under the Duke FSP that are in excess effect immediately prior to the date hereof (as such elections may be adjusted from time to time in accordance with the terms of the maximum COBRA coverage periodDuke FSP). In the case of the Transferred PGC Employees, a taxable monthly cash payment in an amount equal the provisions of Section 4.5(d) of Annex A to the COBRA PremiumContribution Agreement shall be applied as if the Duke FSP were the New FSP as defined therein, except that references therein to the Company shall be deemed to refer to Duke; provided, however, that if the aggregate amount of the transferred account balances of Transferred PGC Employees from the Xxxxxxxx FSP to the Duke FSP is negative, then the Company shall pay Xxxxxxxx the amount of such aggregate negative balance promptly following such account balance transfer. The parties hereto agree and acknowledge that it is their intention that the economic risks and benefits associated with calendar year 2000 (or any portion thereof) participation in the Duke FSP by Retained DEFS Employees (both before and after the date hereof), Transferred PGC Employees, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 any other employees of the Public Health Service Act) Company and its Subsidiaries be borne or that enjoyed, as the provision of Medical Continuation Benefits case may be, by the Company. Accordingly, Duke and the Company agree that, as soon as administratively feasible after all claims under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, Duke FSP have been processed for calendar year 2000 with a taxable monthly payment in an amount equal respect to the COBRA Premium or (B) Sempra Energy employees of the Company and its Subsidiaries, one such party shall have the authority to amend the Agreement make a payment to the limited other (as appropriate) to ensure such result to the greatest extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state lawpossible.
Appears in 1 contract
Welfare Benefits. Subject (a) In order to permit benefits transition with respect to Retained DEFS Employees, for the period beginning on the date hereof and ending on the earliest of (i) December 31, 2000, (ii) such date as Duke shall cease to have a greater than 50%, direct or indirect, ownership interest in the Company, or (iii) such date as the Company or Duke shall designate with respect to any particular Old Welfare Plan (provided that Duke or the Company shall provide reasonable notice under the circumstances to the terms and conditions of this Agreementother party prior to any such date), if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) Company and/or its wholly-owned Subsidiaries shall be provided with group medical benefits participating employers on behalf of their employees (including any Continued Employees) who meet the requirements for eligibility under the following Old Welfare Plans maintained by Duke: the Duke Energy Medical, Dental, Cafeteria (FSP), Basic Life Insurance, Supplemental and Dependent Life Insurance, Basic, Supplemental and Dependent Accidental Death and Dismemberment Insurance, Business Travel Accident Insurance and Long-Term Care Insurance Plans (each such Old Welfare Plan is herein referred to as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof"Continued Duke Welfare Plan"); provided, however, that (i) retiree medical, dental and life insurance coverages under the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided applicable Continued Duke Welfare Plans shall not become applicable to an individual who either is not a Retained DEFS Employee or fails to meet such requirements as Duke shall impose for such coverages. Duke may terminate the participation by the Company and its wholly-owned Subsidiaries in a particular Continued Duke Welfare Plan prior to December 31, 2000, pursuant to this Section 4(cclause (iii) of the preceding sentence only if (1) Duke will be terminating such plan in its entirety as of the date designated by Duke pursuant to such clause or (2) Duke has determined that such continued participation by the Company and/or any of its wholly-owned Subsidiaries could subject Duke or such plan to fines, penalties, excise taxes, loss of tax deductions or other liabilities (other than liabilities for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are benefits to be provided pursuant to under such plan). Without limiting the generality of the preceding provisions of this Section 4(c7.4(a), it is understood and agreed that such provisions shall not override the provisions of Section 4.2(b) past of Annex A to the maximum COBRA coverage periodContribution Agreement. For purposes of applying Section 4.5(c) of Annex A to the Contribution Agreement, Sempra Energy may, in its sole discretion, provide or cause the Continued Duke Welfare Plans shall be deemed to be provided New Welfare Plans; provided, however, that Eligible Expenses of a Retained DEFS Employee shall be determined without regard to when such expenses are recorded by the applicable plan administrator or reported to the ExecutiveCompany.
(b) Notwithstanding the provisions of Section 4.5(d) of Annex A to the Contribution Agreement, for the period specified in lieu Section 7.4(a) as it applies to the Duke FSP, the Retained DEFS Employees shall continue to be eligible, and the Transferred PGC Employees shall be eligible, to participate in the Duke FSP. In the case of the Medical Continuation Benefits for any period Retained DEFS Employees, such continued participation shall be based on their elections under the Duke FSP that are in excess effect immediately prior to the date hereof (as such elections may be adjusted from time to time in accordance with the terms of the maximum COBRA coverage periodDuke FSP). In the case of the Transferred PGC Employees, a taxable monthly cash payment in an amount equal the provisions of Section 4.5(d) of Annex A to the COBRA PremiumContribution Agreement shall be applied as if the Duke FSP were the New FSP as defined therein, except that references therein to the Company shall be deemed to refer to Duke; provided, however, that if the aggregate amount of the transferred account balances of Transferred PGC Employees from the Philxxxx XXX to the Duke FSP is negative, then the Company shall pay Philxxxx xxx amount of such aggregate negative balance promptly following such account balance transfer. The parties hereto agree and acknowledge that it is their intention that the economic risks and benefits associated with calendar year 2000 (or any portion thereof) participation in the Duke FSP by Retained DEFS Employees (both before and after the date hereof), Transferred PGC Employees, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 any other employees of the Public Health Service Act) Company and its Subsidiaries be borne or that enjoyed, as the provision of Medical Continuation Benefits case may be, by the Company. Accordingly, Duke and the Company agree that, as soon as administratively feasible after all claims under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, Duke FSP have been processed for calendar year 2000 with a taxable monthly payment in an amount equal respect to the COBRA Premium or (B) Sempra Energy employees of the Company and its Subsidiaries, one such party shall have the authority to amend the Agreement make a payment to the limited other (as appropriate) to ensure such result to the greatest extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state lawpossible.
Appears in 1 contract
Samples: Parent Company Agreement (Duke Energy Field Services Corp)
Welfare Benefits. Subject (a) Except as otherwise provided in Section III(C)(2)(b), for an eighteen (18) month period after the OFFICER's termination, the COMPANY will provide for continuation of medical/dental plan benefits pursuant to the terms and conditions Consolidated Omnibus Budget Reconciliation Act of this Agreement, if 1985 ("COBRA"). The OFFICER shall pay the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected monthly premiums for COBRA coverage) ; however, the COMPANY shall pay the OFFICER a $250 cash stipend per month toward such premium for the 18-month period following the OFFICER's termination (which amount may be paid in one lump sum or on a per-month basis at the COMPANY's option), thereby subsidizing such premium. This amount shall be provided with group paid by the COMPANY whether or not the OFFICER elects to continue his COBRA benefits and whether or not the OFFICER receives medical benefits as required by COBRA from another employer during such eighteen (“Medical Continuation Benefits”18) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage month period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that no event shall the Medical Continuation Benefits cannot OFFICER be provided without potentially violating applicable law the benefits described in Section III(C)(2)(a) after the OFFICER first becomes entitled to Medicare.
(includingb) If, without limitation, Section 2716 at the time of the Public Health Service Act) or that OFFICER's termination, the OFFICER meets the eligibility requirements for the COMPANY's retiree medical benefits, the provision of Medical Continuation Benefits those retiree medical benefits to the OFFICER will satisfy the COMPANY's obligation under this Agreement would subject Sempra Energy or Section III(C)(2)(a), and the provisions of the retiree medical benefits plan shall control over any contrary provisions of its Affiliates to Section III(C)(2)(a).
(c) For a material tax or penalty, twenty-four (A24) the Executive shall be providedmonth period after such termination, in lieu thereof, with a taxable monthly payment in an amount equal addition to the COBRA Premium or medical benefits described in Section III(C)(2)(a) and (B) Sempra Energy shall have b), the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts COMPANY will arrange to provide the Executive OFFICER with a comparable benefit life insurance benefits that does not violate applicable law are the same or subject Sempra Energy or any substantially similar to the life insurance benefits the OFFICER was receiving on the day immediately prior to termination. The OFFICER shall contribute to the cost of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any these benefits to the same extent that such contributions were required for the benefit prior to termination. In no event shall the OFFICER be provided the benefits described in Section III(C)(2)(c) after the OFFICER's Normal Retirement Date (as defined in the Indianapolis Life Insurance Company Employees' Pension Plan, as in effect on the date of the Agreement) unless the Officer is eligible for retiree life insurance coverage under the COMPANY's welfare benefit plans, in which case the Executive (and the Executive’s covered dependents) may OFFICER will be entitled under COBRA or similar provisions to retiree life insurance coverage in accordance with the terms of the applicable state lawplan.
Appears in 1 contract
Samples: Executive Employment Agreement (Amerus Group Co/Ia)
Welfare Benefits. Subject to (a) On the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees date a Transferred Employee becomes an employee of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Buyer or its Affiliates as set forth in Section 14(f) hereof); provided9.01, however, that (i) the Medical Continuation Benefits Transferred Employee and his or her dependents that participate in any other "employee welfare benefit plan" (including any Medical Continuation Benefits as defined by Section 3(1) of ERISA) that are provided pursuant to this Section 4(c) for periods after is maintained by Seller (collectively, the maximum COBRA coverage period"Seller Welfare Plans") shall be provided on the same terms cease to do so and conditions that apply to COBRA coverage (including termination thereof), (ii) if except as otherwise provided in Sections 9.03(c), 9.08 and 9.09, such Transferred Employee and dependents shall commence participation in any "employee welfare benefit plan" (as defined by Section 3(1) of ERISA) maintained by Buyer or its Affiliates for individuals employed by Buyer or its Affiliates (collectively, the Medical Continuation Benefits are to "Buyer Welfare Plans") upon the satisfaction of any eligibility requirements as set forth in the Buyer Welfare Plan.
(b) The Seller Welfare Plans shall not be liable for payment of claims incurred by eligible Transferred Employees, except as otherwise provided pursuant to by this Section 4(c9. The Seller Welfare Plans shall be liable for the payment of benefits to eligible Transferred Employees and their eligible dependents for expenses incurred under the Seller Welfare Plans prior to the date the Transferred Employees become employees of the Buyer or its Affiliates.
(c) past The Buyer Welfare Plan or Plans that provide medical, health and dental care benefits to Transferred Employees (collectively, the maximum COBRA "Buyer Medical Plans") shall waive any coverage waiting period, Sempra Energy maypre- existing condition and actively-at-work requirements, in its sole discretion, and shall provide that any expenses incurred by a Transferred Employee (and his or cause to be provided her dependents) prior to the Executive, in lieu date the Transferred Employee becomes an employee of the Medical Continuation Benefits for any period Buyer or its Affiliates during the calendar year in excess which the Transferred Employees becomes an employee of the Buyer or its Affiliates shall be taken into account for purposes of satisfying the applicable deductible, coinsurance and maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premiumout-of-pocket provisions, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 annual and/or lifetime maximum benefit limitation of the Public Health Service Act) or that the provision of Buyer Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to Plans. The Buyer Medical Plans shall require employee contributions at a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit rate that does not violate applicable law exceed the rate in effect for other individuals employed by Buyer.
(d) The Buyer Welfare Plans shall be liable for the payment of claims of eligible Transferred Employees and their eligible dependents for expenses incurred under the Buyer Welfare Plans on or subject Sempra Energy after the date the Transferred Employee becomes an employee of the Buyer or its Affiliates, notwithstanding the fact that any such expense may be related to another expense that was paid or is eligible for payment under the terms of any of its Affiliates the Seller Welfare Plans or was related to any treatment for any condition diagnosed or existing prior to the Closing Date.
(e) The post-retirement welfare benefits for Transferred Employees who retire under the Seller Welfare Plans (as such tax plans exist when a Transferred Employee is eligible to receive post-retirement benefits under such Seller Welfare Plans and recognizing that the Seller Welfare Plans for post-retirement benefits may be amended, modified or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(cterminated) and are eligible for such retirement benefits shall be cothe sole responsibility of Seller upon Transferred Employees' retirement from Buyer, and Seller shall allow all such Transferred Employees to elect to receive the post retirement welfare benefits from Seller after retirement from the Buyer. The Transferred Employees who can elect post-extensive retirement welfare benefits from Seller shall not make any premium payments to Seller while employed by Buyer to continue to maintain the right to elect post- retirement benefits under any Seller Welfare Plan. Buyer shall provide primary medical and dental coverage to Transferred Employees while they are actively employed by Buyer. No service of a Transferred Employee with (and not in addition to) any benefits to which the Executive (and Buyer shall be recognized under the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state lawSeller Welfare Plans.
Appears in 1 contract
Welfare Benefits. Subject During the continuation period (as defined below), the Company will (i) maintain group health and dental plan(s) and (ii) provide, or arrange to the terms and conditions of this Agreement, if the Executive (andprovide, to the extent applicablesuch policies or coverages can be obtained on commercial reasonable terms, his/her eligible dependents) is eligible the same or equivalent accidental death and dismemberment, short and long-term disability, life insurance coverages, and all other insurance policies and health and welfare benefits (other than benefits pursuant to and elects COBRA coverage in connection with any cafeteria plan maintained by the Executive’s Involuntary TerminationCompany pursuant to Section 125 of the Code), then which by their terms cover the Executive (and the Executive’s family members and dependents who have elected COBRA coveragewere eligible to be covered at any time during the 90-day period immediately prior to the date of the Change in Control for the period after the Change in Control in which such family members and dependents would otherwise continue to be covered under the terms of the plan in effect immediately prior to the Change in Control) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially under the same terms and conditions and at the same cost to the Executive and the Executive’s family members and dependents as apply similarly situated individuals who continue to similarly-situated active employees be employed by the Company (without regard to any reduction in such benefits that constitutes Good Reason). For purposes of this section, the “continuation period” is the period beginning on the Executive’s Date of Termination and ending on (x) the last day of the Company for [24th month; 12th month] that begins after the same type and level Executive’s Date of coverage. The Medical Continuation Benefits shall be provided for a period of up to six Termination or, if earlier, (6y) months following in the date case of the Involuntary Termination (group health and up dental plans referred to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that in clause (i) above, the Medical Continuation Benefits date after the Executive’s Date of Termination on which the Executive first becomes eligible to participate as an employee in a plan of another employer providing group health and dental benefits to the Executive and the Executive’s eligible family members and dependents which plan does not contain any exclusion or limitation with respect to any pre-existing condition of the Executive or any eligible family member or dependent who would otherwise be covered under the Company’s plan but for this clause (y) or (z) in the case of the other welfare benefits referred to in clause (ii) above, the date after the Executive’s Date of Termination on which the Executive first becomes eligible to participate as an employee in a plan of another employer providing substantially similar welfare benefits to the Executive and the Executive’s eligible family members and dependents. To the extent the Executive incurs a tax liability (including federal, state and local taxes and any Medical Continuation Benefits that are interest and penalties with respect thereto) in connection with a benefit provided pursuant to this Section 4(c2(b) for periods after which the maximum COBRA coverage period) shall be provided on Executive would not have incurred had the same terms Executive been an active employee of the Company participating in the Company’s group health and conditions that apply to COBRA coverage (including termination thereof)dental plan, (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided Company will make a payment to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment Executive in an amount equal to such tax liability plus an additional amount sufficient to permit the COBRA PremiumExecutive to retain a net amount after all taxes (including penalties and interest) equal to the initial tax liability in connection with the benefit. For purposes of applying the foregoing, the Executive’s tax rate will be deemed to be the highest statutory marginal state and federal tax rate (on a combined basis) then in effect. The payment pursuant to this Section 2(b) will be made within 10 days after the Executive’s remittal of a written request for payment accompanied by a statement indicating the basis for and amount of the liability. If, on or after the date of a Change in Control, an Affiliate is sold, merged, transferred or in any other manner or for any other reason ceases to be an Affiliate or all or any portion of the business or assets of an Affiliate are sold, transferred or otherwise disposed of and the acquiror is not the Parent Corporation or an Affiliate (a “Disposition”), and the Executive remains or becomes employed by the acquiror or an “affiliate” of the acquiror (iiias defined in this Agreement but substituting “acquiror” for “Parent Corporation”) in connection with the Disposition, the Executive will be deemed to have terminated employment on the effective date of the Disposition for purposes of this Section 2 and will be entitled to the benefits described in this Section 2 unless (x) the Medical Continuation Benefits shall be provided acquiror and its affiliates jointly and severally expressly assume and agree, in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding is enforceable by the foregoingExecutive, if Sempra Energy determines in its sole discretion that to perform the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 obligations of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited same extent reasonably necessary that the Company would be required to avoid such violation of law or tax or penalty perform if the Disposition had not occurred and shall use all reasonable efforts to provide (y) the Executive with Successor guarantees, in a comparable benefit manner that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and is enforceable by the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law, payment and performance by the acquiror.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Marten Transport LTD)
Welfare Benefits. Subject Upon a Qualified Termination, from the Date of Termination until the third anniversary of the Date of Termination or, with respect to each welfare benefit other than health care and life insurance benefits, such shorter period as the terms and conditions receipt of this Agreement, if such welfare benefit is not considered taxable income to the Executive (andthe “Benefit Continuation Period”), to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with Company shall provide welfare benefits for the Executive and/or the Executive’s Involuntary Terminationfamily at least equal to, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same after-tax cost to the Executive and/or the Executive’s family, as apply those that would have been provided to similarly-situated active employees them in accordance with the plans, programs, practices and policies providing welfare benefits and at the benefit level as in effect immediately prior to the Change of Control if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up its Affiliates and their families at no cost to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) or his family. Such welfare benefits shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive and/or the Executive, in lieu of ’s family only if permitted under the Medical Continuation Benefits for any period in excess of applicable plan or policy under which the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal welfare benefit is provided and only to the COBRA Premiumextent that the receipt of such welfare benefit, other than health care and (iii) life insurance benefits, is not considered taxable income to the Medical Executive. To the greatest extent possible, the health care benefits provided during the Benefit Continuation Benefits Period shall be provided in such a manner that complies with Treasury Regulation such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes. Any health care benefits to be provided during the Benefit Continuation Period that would be included in the Executive’s income for federal income tax purposes shall be provided only during the period of time during which (but for the provisions of this Section 1.409A-1(a)(52(b)) the Executive would be entitled to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits canExecutive becomes re-employed with another employer and is eligible to receive health care or other welfare benefits under another employer provided plan, the health care and other welfare benefits provided hereunder shall be secondary to those provided under such other plan, and such other benefits shall not be provided without potentially violating by the Company, during such applicable law (including, without limitation, Section 2716 period of the Public Health Service Act) or that eligibility. The Executive’s entitlement to COBRA Coverage shall not be offset by the provision of Medical Continuation Benefits benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (ASection 2(b) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under period of COBRA or similar provisions Coverage shall commence at the end of applicable state lawthe Benefit Continuation Period.
Appears in 1 contract
Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) The Officer shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided entitled for a period of up to six thirty (630) consecutive months following the date month in which a Qualifying Termination occurs to receive medical, dental and life insurance benefits that are similar in all material respects as those benefits provided under the Company’s employee benefit plans, policies and programs to senior executives of Company who have not terminated their employment (collectively, such benefits are referred to hereinafter as the “Welfare Benefits”), at no greater monthly cost to the Officer than the cost paid by such senior executives. If the Company cannot provide such benefits under its employee benefit plans, policies and programs the Company either shall provide such benefits to the Officer outside such plans, policies and programs at no additional expense or tax liability to the Officer or shall reimburse the Officer for the Officer’s cost to purchase such benefits and for any tax liability for any such reimbursement. The continuation period for medical and dental benefits Section 4980B of the Involuntary Termination Code (COBRA) shall commence at the end the Officer’s Severance Period. Benefits otherwise receivable by the Officer pursuant to this Paragraph 4(c) shall be reduced to the extent comparable benefits are actually received by or made available to the Officer (other than benefits available at the Officer’s sole expense pursuant to COBRA) during the thirty (30) month continuation period provided in this Paragraph 4(c) (and up any such benefits actually received or made available to an additional twelve the Officer shall be reported to the Company by the Officer). To the extent the continuation of the Welfare Benefits under this Paragraph 4(c) is, or ever becomes, taxable to the Officer and to the extent the Welfare Benefits continue beyond the period in which the Officer would be entitled (12or would, but for this Agreement, be entitled) months to continuation coverage under a group health plan of the Company under COBRA if the Executive provides consulting services under Section 14(f) hereof); providedOfficer elected such coverage and paid the applicable premiums, however, that the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv):
(i) the Medical Continuation Officer’s eligibility for Welfare Benefits in one year will not affect the Officer’s eligibility for Welfare Benefits in any other year (including disregarding any Medical Continuation limit on the amount of Welfare Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage may be reimbursed during such continuation period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), ;
(ii) if any reimbursement of eligible expenses will be made on or before the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu last day of the Medical Continuation Benefits for any period year following the year in excess of which the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and expense was incurred; and
(iii) the Medical Continuation Officer’s right to Welfare Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits canis not be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) subject to liquidation or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state lawexchange for another benefit.
Appears in 1 contract
Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for For a period of up to six (6) 36 months following the date of the Involuntary Termination Executive’s Separation from Service (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical “Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereofPeriod”), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits Company shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts arrange to provide the Executive with a comparable benefits (the “Employee Benefits”), including travel accident, major medical, dental care and other welfare benefit programs, substantially similar to those in effect immediately prior to the Change in Control, or, if greater, to those that does the Executive was receiving or entitled to receive immediately prior to the date of the Executive’s Separation from Service (or, if greater, immediately prior to the reduction, termination, or denial described in Section 2(b)(ii)(D)). If and to the extent that any benefit described in this Section 4(b) is not violate applicable law or subject Sempra Energy cannot be paid or provided under any policy, plan, program or arrangement of the Company or any subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, the Executive’s dependents and beneficiaries of its Affiliates such Employee Benefits along with, in the case of any benefit which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company or any subsidiary, an additional amount such that after payment by the Executive, or the Executive’s dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such tax or penaltytaxes. Any Medical Continuation Employee Benefits provided otherwise receivable by the Executive pursuant to this Section 4(c4(b) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period, and any such benefits actually received by the Executive shall be co-extensive with (reported by the Executive to the Company. In addition, the Executive shall receive additional age and not service credit for the Continuation Period for purposes of the Executive’s eligibility to receive any retiree medical benefits. To the extent the continuation of the Employee Benefits under this Section 4(b) is, or ever becomes, taxable to the Executive and to the extent the Employee Benefits that are medical benefits continue beyond the period in addition to) any benefits to which the Executive would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Company under Code section 4980B (COBRA) if the Executive elected such coverage and paid the applicable premiums, the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv):
(i) The Executive’s eligibility for Employee Benefits in one year shall not affect the Executive’s covered dependentseligibility for Employee Benefits in any other year;
(ii) may Any reimbursement of eligible expenses will be entitled under made on or before the last day of the year following the year in which the expense was incurred; and
(iii) Executive’s right to Employee Benefits shall not be subject to liquidation or exchange for another benefit. In the event the preceding sentence applies and the Executive is a Key Employee (as defined in Section 4(g)), provision of Employee Benefits after the COBRA or similar provisions period shall commence on the first day of applicable state lawthe seventh month following the date of the Executive’s Separation from Service (or, if earlier, the first day of the month after the Executive’s death).
Appears in 1 contract
Samples: Change in Control Termination Benefits Agreement (Hess Corp)
