Common use of Welfare Benefits Clause in Contracts

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 24-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive than as provided by the Company during the 24-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 24-month period For 18 months after the Date of Termination, the Company shall continue to provide the same medical, dental, life and/or disability insurance coverages to the Executive and/or the Executive’s dependents that the Company or the Surviving Corporation, as the case may be, provides generally during such 18-month period to its employees who hold positions similar to the position held by the Executive immediately prior to the Date of Termination (the “Welfare Benefits”). For those Welfare Benefits to which COBRA applies, the Company will arrange only be obligated to provide such Welfare Benefits through the Executive’s making the elections permitted under COBRA. In order to receive the Welfare Benefits, the Executive shall pay the same amount therefor that he or she paid for such Welfare Benefits immediately prior to the Termination Date, and the Executive must make these elections and pay all required premiums on a timely basis. If the Executive becomes employed with another employer, including, without limitation, the Surviving Corporation, and (A) the Executive is eligible to receive medical or dental insurance coverages under another employer provided plan, then the medical and dental insurance coverages provided by the Company pursuant to this subsection 4(a)(i) shall be secondary to the medical and dental insurance coverages, respectively, provided under such other plan to the Executive and/or the Executive’s dependents during such applicable period of eligibility; and/or (B) the Executive is eligible to receive life or disability insurance coverages under another employer provided plan, then the Company shall have no further obligation to provide the Executive and/or the Executive’s dependents with life or disability insurance coverage substantially similar coverage. The Company shall not be required to that which compensate the Executive is receiving from for any taxes that the Company immediately Executive may incur as a result of the provision of Welfare Benefits hereunder. If the Executive has prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d) will be reduced to the extent comparable coverage is actually received by CIC Date publicly announced his or made available to the Executive without greater cost to Executive than as provided by the Company during the 24-month period following the Executive’s her Retirement or voluntary termination of employment (and employment, the Executive will report receive the Welfare Benefits under this subsection 4(a)(ii) only to the Company any effective date of such coverage actually received by announced Retirement or made available voluntary termination of employment. To the extent required to comply with Section 409A of the Executive). IfCode, as reasonably determined by the Company’s legal counsel, Executive will pay the entire cost of receiving the Welfare Benefits pursuant to his or her COBRA elections for the first six months after the Date of Termination, and the Company will reimburse Executive for the Company’s share of such costs, as required by subsection 4(a)(ii)(A), on or as soon as practicable after the six-month anniversary of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 24-month period For 18 months after the Date of Termination, the Company shall continue to provide the same medical, dental, life and/or disability insurance coverages to the Executive and/or the Executive's dependents that the Company or the Surviving Corporation, as the case may be, provides generally during such 18-month period to its employees who hold positions similar to the position held by the Executive immediately prior to the Date of Termination (the "Welfare Benefits"). For those Welfare Benefits to which COBRA applies, the Company will arrange only be obligated to provide such Welfare Benefits through the Executive's making the elections permitted under COBRA. In order to receive the Welfare Benefits, the Executive shall pay the same amount therefor that he or she paid for such Welfare Benefits immediately prior to the Termination Date, and the Executive must make these elections and pay all required premiums on a timely basis. If the Executive becomes employed with another employer, including, without limitation, the Surviving Corporation, and (A) the Executive is eligible to receive medical or dental insurance coverages under another employer provided plan, then the medical and dental insurance coverages provided by the Company pursuant to this subsection 4(a)(i) shall be secondary to the medical and dental insurance coverages, respectively, provided under such other plan to the Executive and/or the Executive's dependents during such applicable period of eligibility; and/or (B) the Executive is eligible to receive life or disability insurance coverages under another employer provided plan, then the Company shall have no further obligation to provide the Executive and/or the Executive's dependents with life or disability insurance coverage substantially similar coverage. The Company shall not be required to that which compensate the Executive is receiving from for any taxes that the Company immediately Executive may incur as a result of the provision of Welfare Benefits hereunder. If the Executive has prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d) will be reduced to the extent comparable coverage is actually received by CIC Date publicly announced his or made available to the Executive without greater cost to Executive than as provided by the Company during the 24-month period following the Executive’s her Retirement or voluntary termination of employment (and employment, the Executive will report receive the Welfare Benefits under this subsection 4(a)(ii) only to the Company any effective date of such coverage actually received by announced Retirement or made available to the Executive). If, as voluntary termination of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage lawemployment.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 24-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive him than as provided by the Company during the 24-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 24-month period For 18 months after the Date of Termination, the Company shall continue to provide the same medical, dental, life and/or disability insurance coverages to the Executive and/or the Executive’s dependents that the Company or the Surviving Corporation, as the case may be, provides generally during such 18-month period to its employees who hold positions similar to the position held by the Executive immediately prior to the Date of Termination (the “Welfare Benefits”). For those Welfare Benefits to which COBRA applies, the Company will arrange only be obligated to provide such Welfare Benefits through the Executive’s making the elections permitted under COBRA. In order to receive the Welfare Benefits, the Executive shall pay the same amount therefor that he or she paid for such Welfare Benefits immediately prior to the Termination Date, and the Executive must make these elections and pay all required premiums on a timely basis. If the Executive becomes employed with another employer, including, without limitation, the Surviving Corporation, and (A) the Executive is eligible to receive medical or dental insurance coverages under another employer provided plan, then the medical and dental insurance coverages provided by the Company pursuant to this subsection 4(a)(i) shall be secondary to the medical and dental insurance coverages, respectively, provided under such other plan to the Executive and/or the Executive’s dependents during such applicable period of eligibility; and/or (B) the Executive is eligible to receive life or disability insurance coverages under another employer provided plan, then the Company shall have no further obligation to provide the Executive and/or the Executive’s dependents with life or disability insurance coverage substantially similar coverage. The Company shall not be required to that which compensate the Executive is receiving from for any taxes that the Company immediately Executive may incur as a result of the provision of Welfare Benefits hereunder. If the Executive has prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d) will be reduced to the extent comparable coverage is actually received by CIC Date publicly announced his or made available to the Executive without greater cost to Executive than as provided by the Company during the 24-month period following the Executive’s her Retirement or voluntary termination of employment (and employment, the Executive will report receive the Welfare Benefits under this subsection 4(a)(ii) only to the Company any effective date of such coverage actually received by announced Retirement or made available to the Executive). If, as voluntary termination of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage lawemployment.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d3.02(e), for a 2412-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage benefits substantially similar to those that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage those benefits subsequent to a Change in Control). Life insurance coverage benefits otherwise receivable by the Executive pursuant to this Section 3.02(d) the preceding sentence will be reduced to the extent comparable coverage is benefits are actually received by or made available to the Executive without greater cost to Executive him than as provided by the Company during the 2412-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage benefits actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d3.02(e) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, Executive a lump sum payment, in cash, equal to 24 12 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to the continuation coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, Executive a lump sum cash stipend equal to 24 12 times the monthly COBRA premium then charged to qualified beneficiaries for full family COBRA continuation coverage under the same level of health Company’s medical and dental coverage plans, which the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, may choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may electpremiums. The Company will pay the stipend to the Executive whether or not the Executive or any eligible anyone in his family member elects COBRA continuation coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by lawa full 12 months, and whether or not the Executive receives medical or dental health coverage from form another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 2412-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive him than as provided by the Company during the 2412-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 12 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 12 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided Subject to Section 3.6 and upon the Executive incurring a Severance, the Executive shall also be entitled to receive the benefits described in this Section 3.02(d3.5(a) or (b) below, plus the benefits described in Section 3.5(c). (a) The Company shall directly pay Executive’s total COBRA premiums for eighteen (18) months of COBRA continuation coverage under the Company’s health benefit plan (i.e., medical, dental and vision coverage). To the extent permitted by applicable law, Executive shall have the right to change Executive’s coverage elections under the Company’s health benefit plan during the COBRA continuation period and any such change in elections shall not reduce or eliminate the Company’s obligation to pay applicable premiums. (b) Notwithstanding Section 3.5(a), in the event that the direct COBRA payment arrangement described in Section 3.5(a) would result in adverse tax consequences for a 24-month period after the Date of TerminationExecutive under Code Section 105(h) (or similar law), the Company will arrange shall pay to provide the Executive with life insurance coverage substantially similar upon the Executive’s Severance an amount equal to that which one hundred and twenty five percent (125%) of the total premiums the Executive is receiving from would be required to pay for eighteen (18) months of COBRA continuation coverage under the Company Company’s health benefit plan, determined using the COBRA premium rate in effect for the level of coverage that the Executive has in place immediately prior to the Notice of Termination Severance Date (without giving effect to any reduction in that coverage subsequent to a Change in Controlthe “COBRA Payment”). Life insurance coverage otherwise receivable by The Company shall pay the Executive COBRA Payment in cash in a single lump sum on the date that is sixty-one (61) days following the Severance Date. In the event that the Company makes a payment pursuant to this Section 3.02(d3.5(b), the Executive shall not be required to purchase COBRA continuation coverage in order to receive the COBRA Payment nor shall the Executive be required to apply the COBRA Payment to payment of applicable premiums for COBRA continuation coverage. (c) will be reduced In addition, during the COBRA continuation coverage period the Company shall permit the Executive (and his or her eligible dependents) to participate in any optional life insurance and optional personal accident plans of the Company for which senior executives of the Company are eligible, to the same extent comparable coverage is actually received by or made available to and at the same premium rates as if the Executive without greater cost had continued to Executive than as provided by be an employee of the Company during such period. (d) The coverage period for purposes of COBRA continuation requirements of Section 4980B of the 24-month period Code shall commence on the day immediately following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage lawSeverance Date.

Welfare Benefits. Except as otherwise provided (i) The Executive shall be entitled to continued participation in this Section 3.02(d), for a 24-month period after the Date Company’s group health plans at the level of Termination, the Company will arrange to provide the Executive with life insurance participation and coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving in effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive than as provided by the Company during the 24-month period following at the Executive’s termination of employment (including spousal and eligible dependent coverage) for the number of months equal to the period of continuation coverage the Executive will report would be entitled to the Company any such coverage actually received by or made available pursuant to the Executive). If, as Section 4980B of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the ExecutiveCode, in accordance with Section 3.04, 409A of the Code. The Company will charge the Executive a lump sum payment, in cash, monthly amount equal to 24 times the full monthly premium payment required to maintain such coverage and, for the first twelve months, will pay the Executive an additional amount on the first payroll date of each calendar month equal to the excess of such monthly premium payment over the amount that the Executive was required to pay for such coverage immediately before the Separation Date, plus an additional amount to gross up such payments to Employee to avoid tax consequences to be determined in accordance with standard Company practice. The Company shall adjust each payment payable to the Executive pursuant to Section 2.2 of this Agreement, to reflect the charge and payment to the Executive described in this paragraph. Each payment shall be a separate payment and not one of a series of payments for purposes of Section 409A of the Code. (ii) The Executive shall be entitled to continued participation in the Company’s group health plans at the level of participation and coverage in effect at the Executive’s termination of employment (including spousal and eligible dependent coverage) for the number of months equal to the Payment Period in the Company’s group health plans, in accordance with Section 409A of the Code. The Company will charge the Executive a monthly amount equal to the monthly premium payment required to maintain such coverage. The Company shall charge the Executive a monthly amount that Executive will pay within fifteen (15) days of the invoice. (iii) The Executive shall be entitled to continued participation in the Company’s group life and other life insurance carrier plans at the level of participation and coverage in effect at the Executive’s termination of employment (including any employee contribution requirements) for comparable the Payment Period, and the Company shall deduct from each payment payable to the Executive pursuant to Section 2.2 of this Agreement, the amount of any employee contributions necessary to maintain such coverage for an executive employee the Payment Period, based on any such contributions which were in effect immediately prior to such termination, in accordance with Section 409A of the Code. Each provision of a benefit pursuant to this Section 2.5 (iii) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Code. (iv) The Executive understands that he is not eligible to participate in the Company’s long term disability plan after the Separation Date and agrees to waive and relinquish any entitlement to such participation or any claim to a monetary payment in lieu of such participation. (v) Except as otherwise provided by applicable law, notwithstanding anything in this Section 2.5 to the contrary, the Executive’s coverage under the Company’s group life insurance plan then in effect. The Company health plans will offer terminate when the Executive becomes covered under any group health plan made available by another employer and any eligible family members covering the opportunity to elect to continue medical and dental coverage pursuant to COBRAsame type of benefits. The Executive will be responsible for paying the required monthly premium for that coverage, but shall notify the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums within thirty (30) days after becoming covered for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage lawsuch benefits.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d3.02(e), for a 24-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d3.02(e) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to the Executive than as provided by the Company during the 24-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d3.02(e) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his the Executive’s death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided Following a Covered Termination, Executive and his covered dependents will be eligible to convert his and his covered dependents' life insurance coverage to individual policies and the Company shall reimburse the Executive for the applicable premium(s) on a tax-neutral basis during the Severance Period. Following a Covered Termination, Executive and his covered dependents will either be qualified to participate in this Section 3.02(d)the retiree medical plan maintained by the Company (or, if applicable, by the successor entity) (the “Retiree Medical Plan”) or will be reimbursed on a tax-neutral basis for a 24-month the applicable premium(s) during the Severance Period for continuation coverage under the Company’s (or, if applicable, by the successor entity’s) health insurance plans for the maximum coverage period after under such plans. If the Date of Executive qualifies to participate in the Retiree Medical Plan, upon his Covered Termination, the Executive and his spouse will be eligible to participate in the Retiree Medical Plan and the Company will arrange to provide make the full payment of the premiums for coverage of the Executive and his spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with life insurance coverage substantially similar respect to that which all other employees of the Company after his termination of employment hereunder, the Executive is receiving from shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that the Company shall cease paying his premiums under the Retiree Medical Plan when the Executive becomes eligible for Medicare or becomes covered under another employer’s medical plan. The Executive agrees to immediately prior notify the Company if he becomes eligible for Medicare or covered by another employer’s medical plan. If the Executive does not qualify to participate in the Retiree Medical Plan or if the Retiree Medical Plan is no longer available to employees of the Company, upon his Covered Termination, the Executive and his spouse and covered dependents will be eligible to continue, at the Company’s expense (through reimbursement or otherwise), Executive’s medical benefits Intersil Confidential providing for coverage or payment in the event of Executive’s (or his covered dependents’) illness that were provided to you, whether taxable or non-taxable and whether funded through insurance or otherwise under any benefit plan or program maintained by the Company for a period of one (1) year following Executive’s Covered Termination. Executive will not be reimbursed for the income or employment taxes payable due to the Notice payment of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control)Executive’s premiums due under the Retiree Medical Plan. Life insurance coverage otherwise receivable Any reimbursement or payment of premiums or other costs by the Executive Company to be provided pursuant to this Section 3.02(d) will be reduced 2.3 prior to the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive than as provided by the Company during the 24-month period 45th day following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot Covered Termination shall instead be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, paid in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal on the 45th day following such termination and all payments scheduled to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage lawmade thereafter shall be made as regularly scheduled.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 24-month period after Commencing on the Date of TerminationTermination and continuing for a period of 36 months (the "Benefit Period"), the Company will arrange to shall provide the Executive with life insurance coverage (including group term and supplemental executive life insurance), health insurance (including, but not limited to, medical, dental and prescription drug benefits) and long-term disability insurance ("Welfare Benefits") substantially similar in all respects to that those which the Executive is was receiving from the Company immediately prior to the Notice of Termination (without giving effect Termination. The receipt of the Welfare Benefits shall be conditioned upon the Executive continuing to any reduction in pay the applicable premiums for such Welfare Benefits that coverage subsequent the Executive paid immediately prior to a Change in Control)the Notice of Termination. Life insurance coverage Benefits otherwise receivable by the Executive pursuant to this Section 3.02(d) will I.3. and the corresponding premium payments made by the Executive, shall be reduced to the extent comparable coverage is substantially similar benefits are actually received by or made available the Executive from any other employer during the Benefit Period at a cost to the Executive without greater that is commensurate with the cost to Executive than as provided incurred by the Company during the 24-month period following the Executive’s termination Executive immediately prior to Notice of employment (and Termination; provided, however, that if the Executive will report to the Company any such coverage actually received becomes employed by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines a new employer that the continued life insurance coverage required by this Section 3.02(dmaintains Welfare Benefits that either (a) is do not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to cover the Executive or his death beneficiarya family member or dependent with respect to a pre-existing condition for which there was coverage under the applicable Welfare Plans of the Company, thenor (b) does not cover the Executive or a family member or dependent for a designated waiting period, in lieu of continued life insurance coverageor at all, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable 's coverage for an executive employee under the Company’s group life insurance plan then applicable Welfare Benefits of the Company shall continue (but in effectthe event of non-coverage due to a preexisting condition, limited to such preexisting condition) until (i) the end of the applicable period of non-coverage under the new employer's Welfare Benefits, or (ii) the end of the Benefit Period, whichever occurs first. The Executive shall promptly notify the Company will offer of any Welfare Benefits actually received from another employer. During the Benefit Period, the Executive and any eligible family members the opportunity shall be entitled to elect to continue medical change the Executive's level of coverage and/or choice of coverage options (e.g. Executive only or Executive and dental coverage pursuant to COBRA. The Executive will be responsible for paying family, or deductible options) under the required monthly premium for that coverage, but Welfare Benefits of the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level extent that actively employed senior executives of health and dental coverage the Company are permitted to make such changes; provided, that in the event of any such changes, the premiums paid by the Executive had in effect for such Welfare Benefits shall reflect any cost increases or decreases that would actually be paid or received by an actively employed senior executive of the Company who made the same changes. For purposes of this Section I.3, any measurement of Welfare Benefits, premiums, payments or costs that is based on the Welfare Benefits, premiums, payments or costs that the Executive was receiving, paying or incurring immediately prior to his termination, and the Executive may, but is not required Notice of Termination shall be determined without giving effect to any change thereto during the Protection Period if Notice of Termination was due to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d3.02(e), for a 2412-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d3.02(e) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive him than as provided by the Company during the 2412-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d3.02(e) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 12 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 12 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 24-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive than as provided by the Company during the 24-month 24‑month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group life insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive (or Executive’s applicable covered dependents) will be responsible for paying the required monthly premium for that coverage, but the . The Company will pay the Executive, in 2024 CIC Template accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 24-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive him than as provided by the Company during the 24-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.. 3

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 24-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive than as provided by the Company during the 24-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group life insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive (or Executive’s applicable covered dependents) will be responsible for paying the required monthly premium for that coverage, but the . The Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d3.02(e), for a 2436-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d3.02(e) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to the Executive than as provided by the Company during the 2436-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d3.02(e) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his the Executive’s death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 36 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 36 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d3.02(e), for a 2412-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage benefits substantially similar to those that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage those benefits subsequent to a Change in Control). Life insurance coverage benefits otherwise receivable by the Executive pursuant to this Section 3.02(d) the preceding sentence will be reduced to the extent comparable coverage is benefits are actually received by or made available to the Executive without greater cost to Executive him than as provided by the Company during the 2412-month period following the Executive’s 's termination of employment (and the Executive will report to the Company any such coverage benefits actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d3.02(e) is not available from the Company’s 's group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, Executive a lump sum payment, in cash, equal to 24 12 times the full monthly premium payable to the Company’s 's group insurance carrier for comparable coverage for an executive employee under the Company’s 's group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to the continuation coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"). The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, Executive a lump sum cash stipend equal to 24 12 times the monthly COBRA premium then charged to qualified beneficiaries for full family COBRA continuation coverage under the same level of health Company's medical and dental coverage plans, which the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, may choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may electpremiums. The Company will pay the stipend to the Executive whether or not the Executive or any eligible anyone in his family member elects COBRA continuation coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by lawa full 12 months, and whether or not the Executive receives medical or dental health coverage from form another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 24-month period after Commencing on the Date of TerminationTermination and continuing for a period of 36 months (the "Benefit Period"), the Company will arrange to shall provide the Executive with life insurance coverage (including group term and supplemental executive life insurance), health insurance (including, but not limited to, medical, dental and prescription drug benefits) and long-term disability insurance ("Welfare Benefits") substantially similar in all respects to that those which the Executive is was receiving from the Company immediately prior to the Notice of Termination (without giving effect Termination. The receipt of the Welfare Benefits shall be conditioned upon the Executive continuing to any reduction in pay the applicable premiums for such Welfare Benefits that coverage subsequent the Executive paid immediately prior to a Change in Control)the Notice of Termination. Life insurance coverage Benefits otherwise receivable by the Executive pursuant to this Section 3.02(d) will I.3. and the corresponding premium payments made by the Executive, shall be reduced to the extent comparable coverage is substantially similar benefits are actually received by or made available the Executive from any other employer during the Benefit Period at a cost to the Executive without greater that is commensurate with the cost to Executive than as provided incurred by the Executive immediately prior to Notice of Termination; provided, however, that if the Executive becomes employed by a new employer that maintains Welfare Benefits that either (a) do not cover the Executive or a family member or dependent with respect to a pre-existing condition for which there was coverage under the applicable Welfare Plans of the Company, or (b) does not cover the Executive or a family member or dependent for a designated waiting period, or at all, the Executive's coverage under the applicable Welfare Benefits of the Company shall continue (but in the event of non-coverage due to a preexisting condition, limited to such preexisting condition) until (i) the end of the applicable period of non-coverage under the new employer's Welfare Benefits, or (ii) the end of the Benefit Period, whichever occurs first. The Executive shall promptly notify the Company of any Welfare Benefits actually received from another employer. During the Benefit Period, the Executive shall be entitled to elect to change the Executive's level of coverage and/or choice of coverage options (e.g. Executive only or Executive and family, or deductible options) under the Welfare Benefits of the Company to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, that in the event of any such changes, the premiums paid by the Executive for such Welfare Benefits shall reflect any cost increases or decreases that would actually be paid or received by an actively employed senior executive of the Company who made the same changes. For purposes of this Section I.3, any measurement of Welfare Benefits, premiums, payments or costs that is based on the Welfare Benefits, premiums, payments or costs that the Executive was receiving, paying or incurring immediately prior to the Notice of Termination shall be determined without giving effect to any change thereto during the 24-month period following Protection Period if Notice of Termination was due to Good Reason. To the Executive’s termination of employment (and extent the Company is unable to provide the Executive will report to the Company with any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage Welfare Benefits required by this Section 3.02(d) is not available from I.3, the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to Company shall either purchase such Welfare Benefits for the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, Executive a lump sum payment, in cash, cash payment equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage lawvalue thereof.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d3.02(e), for a 24-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage Coverage otherwise receivable by the Executive pursuant to this Section 3.02(d3.02(e) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive him than as provided by the Company during the 24-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d3.02(e) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 24-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive him than as provided by the Company during the 24-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d3.02(e) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 24-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive than as provided by the Company during the 24-month 24‑month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend US.115484722.02 equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 24-month period after Commencing on the Date of TerminationTermination and continuing for a period of 24 months (the "Benefit Period"), the Company will arrange to shall provide the Executive with life insurance coverage (including group term and supplemental executive life insurance), health insurance (including, but not limited to, medical, dental and prescription drug benefits) and long-term disability insurance ("Welfare Benefits") substantially similar in all respects to that those which the Executive is was receiving from the Company immediately prior to the Notice of Termination (without giving effect Termination. The receipt of the Welfare Benefits shall be conditioned upon the Executive continuing to any reduction in pay the applicable premiums for such Welfare Benefits that coverage subsequent the Executive paid immediately prior to a Change in Control)the Notice of Termination. Life insurance coverage Benefits otherwise receivable by the Executive pursuant to this Section 3.02(d) will I.3. and the corresponding premium payments made by the Executive, shall be reduced to the extent comparable coverage is substantially similar benefits are actually received by or made available the Executive from any other employer during the Benefit Period at a cost to the Executive without greater that is commensurate with the cost to Executive than as provided incurred by the Executive immediately prior to Notice of Termination; provided, however, that if the Executive becomes employed by a new employer that maintains Welfare Benefits that either (a) do not cover the Executive or a family member or dependent with respect to a pre-existing condition for which there was coverage under the applicable Welfare Plans of the Company, or (b) does not cover the Executive or a family member or dependent for a designated waiting period, or at all, the Executive's coverage under the applicable Welfare Benefits of the Company shall continue (but in the event of non-coverage due to a preexisting condition, limited to such preexisting condition) until (i) the end of the applicable period of non-coverage under the new employer's Welfare Benefits, or (ii) the end of the Benefit Period, whichever occurs first. The Executive shall promptly notify the Company of any Welfare Benefits actually received from another employer. During the Benefit Period, the Executive shall be entitled to elect to change the Executive's level of coverage and/or choice of coverage options (e.g. Executive only or Executive and family, or deductible options) under the Welfare Benefits of the Company to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, that in the event of any such changes, the premiums paid by the Executive for such Welfare Benefits shall reflect any cost increases or decreases that would actually be paid or received by an actively employed senior executive of the Company who made the same changes. For purposes of this Section I.3, any measurement of Welfare Benefits, premiums, payments or costs that is based on the Welfare Benefits, premiums, payments or costs that the Executive was receiving, paying or incurring immediately prior to the Notice of Termination shall be determined without giving effect to any change thereto during the 24-month period following Protection Period if Notice of Termination was due to Good Reason. To the Executive’s termination of employment (and extent the Company is unable to provide the Executive will report to the Company with any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage Welfare Benefits required by this Section 3.02(d) is not available from I.3, the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to Company shall either purchase such Welfare Benefits for the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, Executive a lump sum payment, in cash, cash payment equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage lawvalue thereof.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d3.02(e), for a 2436-month period after the Date of Termination, the Company will arrange to provide the Executive with life and health (including medical and dental) insurance coverage benefits and perquisites substantially similar to those that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage those benefits subsequent to a Change in Control). Life insurance coverage Benefits and perquisites otherwise receivable by the Executive pursuant to this Section 3.02(d3.02(e) will be reduced to the extent comparable coverage is benefits are actually received by or made available to the Executive without greater cost to Executive him than as provided by the Company during the 2436-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage benefits actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d3.02(e) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will Company, with the Executive’s written consent, may pay the Executive, in accordance with Section 3.04, Executive a lump sum payment, in cash, equal to 24 36 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The If, as of the Date of Termination, the Company will offer reasonably determines that the Executive and any eligible family members the opportunity to elect to continue continued medical and dental coverage pursuant to COBRA. The Executive will required by this Section 3.02(e) cannot be responsible for paying provided without violating applicable nondiscrimination requirements under the required monthly premium for that coverageCode, but then, the Company will notify the Executive of that determination and, if the Executive, in his discretion, so elects, pay the Executive, in accordance with Section 3.04lieu of the continued medical and dental coverage, a lump sum cash stipend payment, in cash, equal to 24 36 times the monthly COBRA premium then charged to qualified beneficiaries for full family COBRA continuation coverage under the same level of health Company’s medical and dental coverage plans. The Executive acknowledges and agrees that if the Executive had does not elect a lump sum payment in effect immediately prior to his terminationlieu of continued life or medical and dental coverage, and the Executive may(or his beneficiary, but is not required toas the case may be), choose to use the stipend for the payment of COBRA premiums will be solely responsible for any COBRA coverage adverse tax consequences that the Executive or eligible family members beneficiary may elect. The Company will pay the stipend incur with respect to the Executive whether or not provision of continued coverage and benefits and will hold the Company harmless for any such tax liability (including any penalties and interest). Following the 36-month period described in the first paragraph of this Section 3.02(e), the Executive or any will be immediately eligible family member elects COBRA coverage(although the Executive may elect to postpone commencement of his participation until a later date selected by him) for coverage under the Company’s retiree medical and dental plans, whether or not the Executive continues COBRA coverage for has satisfied any age and service requirements then generally applicable under those plans. For purposes of determining the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment amount of the stipend will not in any way extend or modify the Executive’s continuation contribution toward the cost of his coverage rights under COBRA or those plans, the Executive will be deemed to have accumulated 36 additional months of age and service credit. If the Executive’s age and service do not satisfy the minimum requirements for eligibility, the Executive will be eligible to participate at the level requiring the maximum contribution requirement by an eligible retiree. If, as of the Date of Termination, the Company reasonably determines that providing the Executive with the retiree medical and dental benefits described in this paragraph would violate applicable nondiscrimination requirements, then the Company will notify the Executive of that determination, and, if the Executive, in his discretion, so elects, pay the Executive, in lieu of coverage under the Company’s retiree medical and dental plans, a lump sum payment reasonably calculated to equal the cost to the Company of providing the Executive with medical and dental coverage under the Company’s retiree medical and dental plans. The Executive acknowledges and agrees that if he does not elect the lump sum payment in lieu of coverage under the Company’s retiree medical and dental plans, the Executive will be solely responsible for any similar continuation adverse tax consequences that he may incur with respect to the provision of retiree medical and dental coverage lawand benefits and will hold the Company harmless for any such tax liability (including penalties and interest).

Welfare Benefits. Except as otherwise provided in this Section 3.02(d3.02(e), for a 2436-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d3.02(e) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive him than as provided by the Company during the 2436-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d3.02(e) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 36 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 36 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.

Welfare Benefits. Except as otherwise provided in this Section 3.02(d), for a 24-month period after the Date of Termination, the Company will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a Change in Control). Life insurance coverage otherwise receivable by the Executive pursuant to this Section 3.02(d) will be reduced to the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive than as provided by the Company during the 24-month 24‑month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s continuation coverage rights under COBRA or any similar continuation coverage law.