Common use of Health Insurance Clause in Contracts

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Date. As an additional Severance Benefit, provided that you timely elect continued coverage under COBRA, the Company will pay your COBRA premiums directly to continue your group medical, dental and/or vision insurance coverage (including coverage for eligible dependents, if applicable), through the period starting on the Retirement Date and ending on the earliest of: (i) the last day of the month that is eighteen (18) months after the Retirement Date; or (ii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (the “COBRA Premium Period”). For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plan. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you, on the last day of each remaining month of the COBRA Premium Period, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration of the COBRA Premium Period; or (ii) the date you are no longer enrolled in such COBRA coverage.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”)laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits at your own expense. You will Later, you may be provided with a separate notice describing your rights and obligations under COBRA laws on or after able to convert to an individual policy through the Retirement Dateprovider of the Company’s health insurance, if you wish. As an additional Severance Benefit, provided that If you timely elect continued coverage under COBRA, the Company will pay your for the COBRA premiums directly to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Retirement Separation Date and ending on the earliest to occur of: (i) the last day six (6) month anniversary of the month that is eighteen Separation Date; (18ii) months after the Retirement Datedate you become eligible for group health insurance coverage through a new employer; or (iiiii) the date you cease to be eligible for COBRA continuation coverage for any reason. You must timely pay your premiums, including and then provide the Company with proof of same to obtain reimbursement for your COBRA premiums under this Section 3(d). In the event you become covered under another employer’s group health plan termination (or otherwise cease to be eligible for COBRA during the “COBRA Premium Period”). For purposes , you must immediately notify the Company of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plansuch event. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead shall pay you, on the last first day of each remaining month of the COBRA Premium Periodcalendar month, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly applicable COBRA premiums paid by for that month for the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration remainder of the COBRA Premium Period; or , which you may (iibut are not obligated to) use toward the date you are no longer enrolled in such cost of COBRA coveragepremiums.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Date. As an additional Severance Benefit, provided Provided that you timely elect continued coverage under COBRA, the Company will shall pay your COBRA premiums directly to continue your group medical, dental and/or vision insurance coverage (including coverage for eligible dependents, if applicable), ) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Retirement Date date of your termination of employment and ending on the earliest to occur of: (i) the last day duration of the month that is eighteen salary continuation period set forth in Section (18a)(i) months after the Retirement Dateabove; or (ii) the date you become eligible for group health insurance coverage through a new employer with whom you become associated; and (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (termination. In the “event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period”). For purposes , you must immediately notify the Company of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plansuch event. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead shall pay to you, on the last first day of each remaining month of the COBRA Premium Periodcalendar month, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly applicable COBRA premiums paid by the Company, as applicable for that month (dependent on the time the Company makes including premiums for you and your eligible dependents who have elected and remain enrolled in such determination that it cannot pay the COBRA premiums directlycoverage), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Special Cash Payment”). The Health Care Benefit Payment shall be paid in monthly installments on , for the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration remainder of the COBRA Premium Period; or . You may, but are not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. In the event the Company opts for the Special Cash Payments, then on the thirtieth (ii30th) day following your termination of employment, the Company will make the first payment to you under this paragraph, in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to you through such date you are no longer enrolled in had the Special Cash Payments commenced on the first day of the first month following your termination date through such COBRA coveragethirtieth (30th) day, with the balance of the Special Cash Payments paid thereafter on the schedule described above.

Health Insurance. To the extent provided by If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or, if applicable, state insurance laws 1985 (collectively, “COBRA”)) following Executive’s termination, and by subject to Executive’s delivery to the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Date. As Company of an additional Severance Benefit, provided that you timely elect continued coverage under COBRAeffective Release, the Company will pay your the Executive’s COBRA group health insurance premiums directly to continue your group medical, dental and/or vision insurance coverage (including coverage for the Executive and his eligible dependents, if applicable), through the period starting on the Retirement Date and ending on dependents until the earliest of: of (iA) the last day close of the 12 month that is eighteen (18) months after period following the Retirement Date; or (ii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination of Executive’s employment (the “COBRA Premium Payment Period”), (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this SectionSection 5.3.2, references to COBRA premiums shall not include any amounts payable by you Executive under a an Internal Revenue Code Section 125 health care reimbursement plan. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you, Executive on the last day of each remaining month of the COBRA Premium Payment Period, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly)for that month, and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Special Severance Payment”). The Health Care Benefit Payment , which payments shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid continue until the earlier of: (i) of expiration of the COBRA Premium Period; Payment Period or (ii) the date you are no longer enrolled when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the 60th day following Executive’s termination, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such COBRA coverage.payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the date of Executive’s termination through the effective date of the Release, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”)laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits at your own expense following the Separation Date. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement DateCOBRA. As an additional Severance Benefitseverance benefit under this Agreement, provided that you satisfy the Severance Preconditions set forth above and timely elect continued coverage under COBRA, then the Company will pay your shall reimburse you for the COBRA premiums directly to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) through the period (the “COBRA Premium Period”) starting on the Retirement Employment Separation Date and ending on the earliest to occur of: (i) the last day number of months following the month Employment Separation Date that is eighteen equal to the Severance Period; (18ii) months after the Retirement Datedate you become eligible for group health insurance coverage through a new employer; or (iiiii) the date you cease to be eligible for COBRA continuation coverage for any reason. You must timely pay your premiums, including plan termination (and then provide the “Company with proof of same, to obtain reimbursement for your COBRA Premium Period”). For purposes of premiums under this Section, references . In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plan. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you, on the last day of each remaining month of during the COBRA Premium Period, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums you must immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time notify the Company makes in writing of such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration of the COBRA Premium Period; or (ii) the date you are no longer enrolled in such COBRA coverageevent.

Health Insurance. To the extent provided by If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or, if applicable, state insurance laws 1985 (collectively, “COBRA”)) following Executive’s termination, and by subject to Executive’s delivery to the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Date. As Company of an additional Severance Benefit, provided that you timely elect continued coverage under COBRAeffective Release, the Company will pay your the Executive’s COBRA group health insurance premiums directly to continue your group medical, dental and/or vision insurance coverage (including coverage for the Executive and his eligible dependents, if applicable), through the period starting on the Retirement Date and ending on dependents until the earliest of: of (iA) the last day close of the 12 month that is eighteen (18) months after period following the Retirement Date; or (ii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination of Executive’s employment (the “COBRA Premium Payment Period”), (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this SectionSection 5.3.2, references to COBRA premiums shall not include any amounts payable by you Executive under a an Internal Revenue Code Section 125 health care reimbursement plan. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you, Executive on the last day of each remaining month of the COBRA Premium Payment Period, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly)for that month, and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Special Severance Payment”). The Health Care Benefit Payment , which payments shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid continue until the earlier of: (i) of expiration of the COBRA Premium Period; Payment Period or (ii) the date you are no longer enrolled when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the 60th day following Executive’s termination, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such COBRA coveragepayment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the date of Executive’s termination through the effective date of the Release, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this Subsection shall cease.

Health Insurance. Your participation in the Company’s group health insurance plan will end on the last day of the month in which the Separation Date occurs (i.e. if the Separation Date occurs on March 25, 2023, your participation in the Company’s group health insurance plan will end on March 31, 2023). To the extent provided by under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”) or, if applicable, state insurance laws (collectively, “COBRA”)laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits at your own expense following the Separation Date. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement DateCOBRA. As an additional Severance Benefitseverance benefit under this Agreement, provided that you satisfy the Severance Preconditions set forth above and timely elect continued coverage under COBRA, then the Company will shall pay directly to the carrier on your behalf the full amount of the COBRA premiums directly to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) through the period (the “COBRA Premium Period”) starting on the Retirement Separation Date and ending on the earliest to occur of: (i) the last day of the month that is eighteen twelve (1812) months after following the Retirement Separation Date; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iiiii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (. Upon the “conclusion of the COBRA Premium Period”), you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by you under a an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility. In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company in writing of such event. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay provide the COBRA premiums premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing paying COBRA premiums directly to the COBRA premiumscarrier on your behalf, the Company will instead pay you, you on the last day of each remaining month of the COBRA Premium Period, Period a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by premium for the Companyfirst month of COBRA coverage, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings withholding (each such amount, the a “Health Care Benefit COBRA Severance Payment”), such COBRA Severance Payment to be made without regard to your election of COBRA coverage or payment of COBRA premiums and without regard to your continued eligibility for COBRA coverage during the COBRA Premium Period. The Health Care Benefit Payment No further COBRA Severance Payments shall be paid in monthly installments on made following the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration conclusion of the COBRA Premium Period; or (ii) the date you are no longer enrolled in such COBRA coverage.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits at your own expense. You will Later, you may be provided with a separate notice describing your rights and obligations under COBRA laws on or after able to convert to an individual policy through the Retirement Dateprovider of the Company’s health insurance, if you wish. As an additional Severance Benefitseverance benefit provided to you under this Agreement, provided that if you timely elect continued coverage under COBRA, the Company will pay your for the COBRA premiums directly to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Retirement Separation Date and ending on the earliest to occur of: (i) the last day of the month that is eighteen twelve (1812) months after following the Retirement Separation Date; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iiiii) the date you cease to be eligible for COBRA continuation coverage for any reason. You must timely pay your premiums, including and then provide the Company with proof of same to obtain reimbursement for your COBRA premiums under this section. In the event you become covered under another employer’s group health plan termination (or otherwise cease to be eligible for COBRA during the “COBRA Premium Period”). For purposes , you must immediately notify the Company of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plansuch event. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead shall pay you, on the last first day of each remaining month of the COBRA Premium Periodcalendar month, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly applicable COBRA premiums paid by for that month for the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration remainder of the COBRA Premium Period; or , which you may (iibut are not obligated to) use toward the date you are no longer enrolled in such cost of COBRA coveragepremiums.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits after the Separation Date. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Separation Date. As an additional Severance Benefit, provided that if you timely elect continued group health insurance coverage under COBRA, the Company will pay reimburse your COBRA premiums directly premium payments sufficient to continue your group medical, dental and/or vision insurance coverage (at its current level including coverage for eligible dependentscosts of dependent coverage, if applicable), through the period starting on the Retirement Date and ending on the earliest of: (i) the last day earlier of either of the month following provided that is eighteen you remain eligible for COBRA coverage (18such applicable time period, the “COBRA Payment Period”): (A) months after the Retirement DateApril 15, 2016; (B) your death; or (iiC) the date that you cease to be become eligible for COBRA continuation group health insurance coverage through a new employer. You must promptly notify Maya Thaw in writing if you become eligible for any reasongroup health insurance coverage through a new employer prior to April 15, including plan termination (the “COBRA Premium Period”). For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plan2016. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums premium reimbursement payment without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you, on shall provide you with a taxable monthly payment equal to the last day of each monthly COBRA premium amount for the remaining month duration of the COBRA Premium Payment Period, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration of the COBRA Premium Period; or (ii) the date you are no longer enrolled in such COBRA coverage.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”)laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits at your own expense following the Separation Date. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Dateand a form for electing COBRA coverage. As an additional Severance Benefitseverance benefit, provided that you timely elect continued coverage under COBRA, then the Company will shall reimburse you or pay your directly (at the Company’s discretion) for the COBRA premiums directly to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) through the period (the “COBRA Premium Period”) starting on the Retirement Separation Date and ending on the earliest to occur of: (i) the last day of the month that is eighteen (18) nine months after the Retirement Separation Date; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iiiii) the date you cease to be Exhibit 10.14 eligible for COBRA continuation coverage for any reason. You must timely pay your premiums, including and then provide documentation to the Company, to obtain reimbursement for your COBRA premiums under this Section 3(c). In the event you become covered under another employer’s group health plan termination (or otherwise cease to be eligible for COBRA during the “COBRA Premium Period”). For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement planmust immediately notify the Company in writing. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)law, then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead shall pay you, on the last day of each remaining month of the COBRA Premium Period, you a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly remaining COBRA premiums paid by the Companydue under this Section, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amountwithholdings, which you may, but are not obligated to, use toward the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the cost of COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration of the COBRA Premium Period; or (ii) the date you are no longer enrolled in such COBRA coveragepremiums.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”)laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits at your own expense following the Separation Date. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Dateand a form for electing COBRA coverage. As an additional Severance Benefit, provided that If you timely elect continued coverage under COBRA, then the Company will pay your shall reimburse you for the COBRA premiums directly to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) through the period (the “COBRA Premium Period”) starting on the Retirement Separation Date and ending on the earliest to occur of: (i) November 1, 2023; (ii) the last day of the month that is eighteen (18) months after the Retirement Datedate you become eligible for group health insurance coverage through a new employer; or (iiiii) the date you cease to be eligible for COBRA continuation coverage for any reason. You must timely pay your premiums, including and then provide documentation to the Company, to obtain reimbursement for your COBRA premiums under this Section 3(b) which reimbursement shall be made within 21 days of submission of your documentation. In the event you are eligible for coverage under another employer’s group health plan termination (or otherwise cease to be eligible for COBRA during the “COBRA Premium Period”). For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement planmust immediately notify the Company in writing. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, either prior to or at any time during the COBRA Premium Period, that it cannot pay reimburse the COBRA premiums Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 105(h) of the Internal Revenue Code or Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay youshall pay, on the last first day of each remaining month of the COBRA Premium Periodcalendar month, a fully taxable cash payment equal to 140% of your applicable COBRA Premiums for that month (x) the value of your last monthly group health insurance including premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directlyfor any dependents), and in either case subject to applicable tax withholdings (such amount, amount the “Health Care Benefit Special Cash Payment”). The Health Care Benefit Payment shall be paid in monthly installments on , for the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration remainder of the COBRA Premium Period; or (ii) . You may, but are not obligated to, use such Special Cash Payment toward the date you are no longer enrolled in such cost of COBRA coveragepremiums.

Health Insurance. To Should you timely elect to continue coverage pursuant to COBRA, for a period of twelve (12) months or such earlier date as you become eligible for insurance coverage from a subsequent employer (the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or, if applicable, state insurance laws (collectively, “COBRAInsurance Continuation Period”), the Company agrees, to the extent permitted by applicable law and by plans of the Company, to pay the same portion of your COBRA premiums that it had paid immediately prior to the Separation Date. In the event your continued coverage pursuant to COBRA is not possible or permitted, the Company agrees to use commercially reasonable efforts to acquire an individual health insurance policy that provides comparable coverage to that which you had immediately prior to the Separation Date during the Insurance Continuation Period; provided, that the Company is not obligated to pay for any such individual health insurance coverage more than three (3) times the Company’s current cost for such group health coverage. In addition, the Company agrees to use commercially reasonable efforts to acquire individual life and disability insurance policiespolicies that provide comparable coverage to that which you had immediately prior to the Separation Date during the Insurance Continuation Period; provided, that the Company is not obligated to pay for any such individual life and disability insurance coverage more than three (3) times the Company’s cost for such group coverage. You agree to notify the Company in writing in the event that you will be eligible to continue your group health insurance benefitsobtain employment before the end of the Insurance Continuation Period. You will be provided with a separate notice describing your rights responsible for paying the full cost of the COBRA premiums and obligations under COBRA laws on or after life and disability insurance premiums, and the Retirement Company will reimburse you for the amount paid by you in excess of the amount that you would have paid immediately prior to the Separation Date. As an additional Severance BenefitThese reimbursement payments will be treated as a bonus, subject to applicable withholding taxes, and paid on a monthly basis within thirty (30) days following the end of the applicable month; provided that you timely elect continued coverage under COBRAthe bonus attributable to the life and disability insurance shall be paid on an after tax basis. In any event, and notwithstanding any provision to the contrary in this paragraph, the Company will pay your have no obligation to reimburse you for COBRA premiums directly to continue your group medical, dental and/or vision insurance coverage (including coverage for eligible dependents, if applicable), through the period starting on the Retirement Date or life and ending on the earliest of: (i) the last day of the month that is eighteen (18) months after the Retirement Date; or (ii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (the “COBRA Premium Period”). For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plan. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you, on the last day of each remaining month of the COBRA Premium Period, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health disability insurance premiums immediately prior to beyond the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration of the COBRA Premium Insurance Continuation Period; or (ii) the date you are no longer enrolled in such COBRA coverage.

Health Insurance. Your participation in the Company’s group health insurance plan will end on the last day of the month in which the Separation Date occurs. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”)laws, and by the Company’s current group health insurance policies, you will may be eligible to continue your group health insurance benefitsbenefits at your own expense following the Separation Date. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Dateand a form for electing COBRA coverage. As an additional severance benefit, subject to satisfaction of the Severance BenefitPreconditions, and provided that you timely elect continued coverage under COBRA, then the Company will pay your directly the COBRA premiums directly required to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) through the period starting on the Retirement Separation Date and ending on the earliest to occur of: (ia) the last day of the month that is eighteen twelve (1812) months after the Retirement Separation Date; (b) the date you become eligible for group health insurance coverage through a new employer (including self-employment); or (iic) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination reason (the “COBRA Premium PeriodPremiums”). For purposes of this Section, references to COBRA premiums shall not include any amounts payable by You must promptly notify the Company as soon as you under a Code Section 125 become eligible for health care reimbursement planinsurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)law, then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead shall pay you, on the last day of each remaining month of the COBRA Premium Period, you a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly remaining COBRA premiums paid by the CompanyPremiums due under this Section, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amountwithholdings, which you may, but are not obligated to, use toward the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the cost of COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration of the COBRA Premium Period; or (ii) the date you are no longer enrolled in such COBRA coveragepremiums.

Health Insurance. Your participation in the Company’s group health insurance plan will end on the last day of the month in which the Separation Date occurs. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”)laws, and by the Company’s current group health insurance policies, you will may be eligible to continue your group health insurance benefits. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Dateand a form for electing COBRA coverage. As an additional Severance Benefitseverance benefit, provided that you satisfy the Severance Preconditions and timely elect continued coverage under COBRA, the Company will shall pay your directly for the COBRA premiums directly to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) through the period starting on the Retirement Separation Date and ending on the earliest to occur of: (ia) the last day of the month that is eighteen in which the twelve (1812) months after month anniversary of the Retirement DateSeparation Date occurs; (b) the date you become eligible for group health insurance coverage through a new employer; or (iic) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination reason (the “COBRA Premium PeriodPremiums”). For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plan. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)law, then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead shall pay you, on the last day of each remaining month of the COBRA Premium Period, you a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly remaining COBRA premiums paid by the CompanyPremiums due under this Section, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amountwithholdings, which you may, but are not obligated to, use toward the “Health Care Benefit Payment”)cost of COBRA premiums. The Health Care Benefit Payment shall In the event you become covered under another employer's group health plan or otherwise cease to be paid in monthly installments on eligible for COBRA during the same schedule time that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration of Company is providing the COBRA Premium Period; or (ii) Premiums, you must immediately notify the date you are no longer enrolled in Company of such COBRA coverageevent.

Health Insurance. Unless you follow the procedures set forth in this section, your participation in the Company’s group health insurance plan will end on the last day of the month in which the Separation Date occurs. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits at your own expense. You will Later, you may be provided with a separate notice describing your rights and obligations under COBRA laws on or after able to convert to an individual policy through the Retirement Dateprovider of the Company’s health insurance, if you wish. As an additional Severance Benefit, provided that If you timely elect continued coverage under COBRA, the Company will pay your for the COBRA premiums directly to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Retirement Separation Date and ending on the earliest to occur of: (i) February 29, 2024; (ii) the last day of the month that is eighteen (18) months after the Retirement Datedate you become eligible for group health insurance coverage through a new employer; or (iiiii) the date you cease to be eligible for COBRA continuation coverage for any reason, including . In the event you become covered under another employer’s group health plan termination (or otherwise cease to be eligible for COBRA during the “COBRA Premium Period”). For purposes , you must immediately notify the Company of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plansuch event. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead shall pay you, on the last first day of each remaining month of the COBRA Premium Periodcalendar month, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly applicable COBRA premiums paid by for that month for the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration remainder of the COBRA Premium Period; or , which you may (iibut are not obligated to) use toward the date you are no longer enrolled in such cost of COBRA coveragepremiums.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits. You will be provided with a separate notice describing benefits at your rights and obligations under COBRA laws on or own expense after the Retirement Separation Date. As Later, you may be able to convert to an additional Severance Benefit, provided that individual policy through the provider of the Company’s health insurance. If you timely elect continued coverage under COBRA, the Company will pay your COBRA group health insurance premiums directly to continue for you and your group medical, dental and/or vision insurance coverage (including coverage for eligible dependents, if applicable), through the period starting on the Retirement Date and ending on until the earliest of: of (iA) the last day close of the month that is eighteen Severance Period, (18B) months after the Retirement Date; expiration of your eligibility for the continuation coverage under COBRA, or (iiC) the date when you cease to be become eligible for COBRA continuation substantially equivalent health insurance coverage for any reason, including plan termination (the “COBRA Premium Period”). For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement planin connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you, you on the last day of each remaining month of the COBRA Premium Severance Period, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly)for that month, and in either case subject to applicable tax withholdings (such amountwithholdings, the “Health Care Benefit Payment”). The Health Care Benefit Payment which payments shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid continue until the earlier of: (i) of expiration of the COBRA Premium Period; Severance Period or (ii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. You are no longer enrolled required to immediately notify the Company in such COBRA coveragewriting if you become eligible for coverage in connection with new employment or self-employment, or if you otherwise cease to be eligible for COBRA.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits at your own expense. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish; You will be provided with a separate notice more specifically describing your rights and obligations to continuing health insurance coverage under COBRA laws on or after the Retirement Separation Date. As an additional Severance Benefitbenefit under this Agreement, provided that you timely elect continued coverage under COBRA, then the Company will shall pay your the COBRA premiums directly to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) through the period starting on the Retirement Separation Date and ending on the earliest to occur of: (i) the last day of the month that is eighteen twelve (1812) months after following the Retirement Separation Date; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iiiii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination reason (the “COBRA Premium Period”). For purposes of this Section, references to You must promptly notify the Company in writing if you become eligible for group health insurance coverage through a new employer during the COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement planPremium Period. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)law, then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead shall pay you, you on the last day of each remaining month of the COBRA Premium Period, Payment Date a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directlydue under this Section 2(c), and in either case subject to applicable tax withholdings (such amountwithholdings, which you may, but are not obligated to, use toward the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the cost of COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration of the COBRA Premium Period; or (ii) the date you are no longer enrolled in such COBRA coveragepremiums.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Date. As an additional Severance Benefit, provided Provided that you timely elect continued coverage under COBRA, the Company will shall pay your COBRA premiums directly to continue your group medical, dental and/or vision insurance coverage (including coverage for eligible dependents, if applicable), ) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Retirement Date date of your termination of employment and ending on the earliest to occur of: (i) the last day duration of the month that is eighteen (18salary continuation period set forth in Section 5(a)(i) months after the Retirement Dateabove; or (ii) the date you become eligible for group health insurance coverage through a new employer; and (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (termination. In the “event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period”). For purposes , you must immediately notify the Company of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plansuch event. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead shall pay to you, on the last first day of each remaining month of the COBRA Premium Periodcalendar month, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly applicable COBRA premiums paid by the Company, as applicable for that month (dependent on the time the Company makes including premiums for you and your eligible dependents who have elected and remain enrolled in such determination that it cannot pay the COBRA premiums directlycoverage), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Special Cash Payment”). The Health Care Benefit Payment shall be paid in monthly installments on , for the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration remainder of the COBRA Premium Period; or (ii) . You may, but are not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. In the event the Company opts for the Special Cash Payments, then on the Starting Date, the Company will make the first payment to you under this paragraph, in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to you through such date you are no longer enrolled in such COBRA coverage.had the Special Cash Payments commenced on the first day of the first month following your termination date, with the balance of the Special Cash Payments paid thereafter on the schedule described above. ​

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”)laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits at your own expense following the Separation Date. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Dateand a form for electing COBRA coverage. As an additional Severance Benefit, provided that If you timely elect continued coverage under COBRA, then the Company will pay your shall reimburse you for the COBRA premiums directly to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) through the period (the “COBRA Premium Period”) starting on the Retirement Separation Date and ending on the earliest to occur of: (i) January 18, 2026; (ii) the last day of the month that is eighteen (18) months after the Retirement Datedate you become eligible for group health insurance coverage through a new employer; or (iiiii) the date you cease to be eligible for COBRA continuation coverage for any reason. You must timely pay your premiums, including and then provide documentation to the Company, to obtain reimbursement for your COBRA premiums under this Section 3(b) which reimbursement shall be made within 21 days of submission of your documentation. In the event you are eligible for coverage under another employer’s group health plan termination (or otherwise cease to be eligible for COBRA during the “COBRA Premium Period”). For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement planmust immediately notify the Company in writing. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, either prior to or at any time during the COBRA Premium Period, that it cannot pay reimburse the COBRA premiums Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 105(h) of the Internal Revenue Code or Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay youshall pay, on the last first day of each remaining month of the COBRA Premium Periodcalendar month, a fully taxable cash payment equal to 140% of your applicable COBRA Premiums for that month (x) the value of your last monthly group health insurance including premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directlyfor any dependents), and in either case subject to applicable tax withholdings (such amount, amount the “Health Care Benefit Special Cash Payment”). The Health Care Benefit Payment shall be paid in monthly installments on , for the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration remainder of the COBRA Premium Period; or (ii) . You may, but are not obligated to, use such Special Cash Payment toward the date you are no longer enrolled in such cost of COBRA coveragepremiums.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”)laws, and by the Company’s current group health insurance policies, you Employee will be eligible to continue your his group health insurance benefitsbenefits at his own expense. You will Later, he may be provided with a separate notice describing your rights and obligations under COBRA laws on or after able to convert to an individual policy through the Retirement Dateprovider of the Company’s health insurance, if he wishes. As an additional Severance Benefit, provided that you If Employee timely elect elects continued coverage under COBRA, the Company will pay your directly to the COBRA Administrator Employee’s COBRA premiums directly to continue your group medical, dental and/or vision insurance his coverage (including coverage for eligible dependents, if applicable), ) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Retirement first day of the month following the Separation Date and ending on the earliest of: (i) the last day of the month that is eighteen (18) months after the Retirement DateSeptember 30, 2018; or (ii) the date you cease Employee becomes eligible for substantially similar health insurance coverage through a new employer; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (termination. In the “event Employee becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period”). For purposes , Employee must immediately notify the Company in writing of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plansuch event. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead shall pay youto Employee, on the last first day of each remaining month of the COBRA Premium Periodcalendar month, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly applicable COBRA premiums paid by the Company, as applicable for that month (dependent on the time the Company makes including premiums for Employee and his eligible dependents who have elected and remain enrolled in such determination that it cannot pay the COBRA premiums directlycoverage), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Special Cash Payment”). The Health Care Benefit Payment shall be paid in monthly installments on , for the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration remainder of the COBRA Premium Period; or (ii) . Employee may, but is not obligated to, use such Special Cash Payments toward the date you are no longer enrolled in such cost of COBRA coveragepremiums.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985COBRA. Provided that you or your covered dependents, as amended orthe case may be, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Date. As an additional Severance Benefit, provided that you timely elect continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay your COBRA the COBRA, or state continuation coverage, premiums directly for the coverage that the Company was paying for as of the Separation Date, to continue your group medical(and your covered dependents’, dental and/or vision as applicable) health insurance coverage (including coverage for eligible dependents, if applicable), through the period starting in effect on the Retirement Separation Date and ending on until the earliest of: (i1) the last day end of the twelfth (12th) month that is eighteen following the Separation Date; (182) months after the Retirement Datedate when you become eligible for group health insurance coverage in connection with new employment or self-employment; or (ii3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (1)-(3), (the “COBRA Premium Period”)). For purposes In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plansuch event. Notwithstanding the foregoing, if at any time the Company determinesdetermines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under a violation of applicable law (including, without limitationbut not limited to, Section 2716 of the Public 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Service Care and Education Reconciliation Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiumspaying such premiums pursuant to this Section, the Company will instead shall pay you, you on the last day of each remaining month of the COBRA Premium Period, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly)or state continuation coverage premium for such month, and in either case subject to applicable tax withholdings (such amountwithholding, for the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration remainder of the COBRA Premium Period; or . You may (iibut are not obligated to) use such payments toward the date you are no longer enrolled in such cost of your COBRA coveragepremiums.

Health Insurance. Unless you follow the procedures set forth in this paragraph, your participation in the Company’s group health insurance plan will end on the last day of the month in which the Separation Date occurs. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”)laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits at your own expense following the Separation Date. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Dateand a form for electing COBRA coverage. As an additional Severance Benefitseverance benefit under this Agreement, provided that you satisfy the Severance Preconditions set forth above and timely elect continued coverage under COBRA, then the Company will pay your shall reimburse you for the COBRA premiums directly to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) through the period (the “COBRA Premium Period”) starting on the Retirement Separation Date and ending on the earliest to occur of: (i) the last day of the month that is eighteen twelve (1812) months after following your Separation Date; (ii) the Retirement Datedate you become eligible for group health insurance coverage through a new employer; or (iiiii) the date you cease to be eligible for COBRA continuation coverage for any reason. You must timely pay your premiums, including plan termination (and then provide documentation to the “COBRA Premium Period”). For purposes of this SectionCompany, references to obtain reimbursement for your COBRA premiums shall not include any amounts payable by under this Section 4. In the event you become covered under a Code Section 125 another employer’s group health care reimbursement plan. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the plan or otherwise cease to be eligible for COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you, on the last day of each remaining month of during the COBRA Premium Period, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums you must immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time notify the Company makes such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration of the COBRA Premium Period; or (ii) the date you are no longer enrolled in such COBRA coveragewriting.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”)laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits at your own expense following the Separation Date. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Dateand a form for electing COBRA coverage. As an additional Severance Benefit, provided that If you timely elect continued coverage under COBRA, then the Company will pay your shall reimburse you for the COBRA premiums directly to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) through the period (the “COBRA Premium Period”) starting on the Retirement Separation Date and ending on the earliest to occur of: (i) nine months from the last day of Separation Date; (ii) the month that is eighteen (18) months after the Retirement Datedate you become eligible for group health insurance coverage through a new employer; or (iiiii) the date you cease to be eligible for COBRA continuation coverage for any reason. You must timely pay your premiums, including and then provide documentation to the Company, to obtain reimbursement for your COBRA premiums under this Section 3(b) which reimbursement shall be made within 21 days of submission of your documentation. In the event you are eligible for coverage under another employer’s group health plan termination (or otherwise cease to be eligible for COBRA during the “COBRA Premium Period”). For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement planmust immediately Exhibit 10.3 notify the Company in writing. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, either prior to or at any time during the COBRA Premium Period, that it cannot pay reimburse the COBRA premiums Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 105(h) of the Internal Revenue Code or Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay youshall pay, on the last first day of each remaining month of the COBRA Premium Periodcalendar month, a fully taxable cash payment equal to 140% of your applicable COBRA Premiums for that month (x) the value of your last monthly group health insurance including premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directlyfor any dependents), and in either case subject to applicable tax withholdings (such amount, amount the “Health Care Benefit Special Cash Payment”). The Health Care Benefit Payment shall be paid in monthly installments on , for the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration remainder of the COBRA Premium Period; or (ii) . You may, but are not obligated to, use such Special Cash Payment toward the date you are no longer enrolled in such cost of COBRA coveragepremiums.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Date. As an additional Severance Benefit, provided Provided that you timely elect continued coverage under COBRA, the Company will shall pay your COBRA premiums directly to continue your group medical, dental and/or vision insurance coverage (including coverage for eligible dependents, if applicable), ) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Retirement Date date of your termination of employment and ending on the earliest to occur of: (i) the last day duration of the month that is eighteen (18salary continuation period set forth in Section 5(a)(i) months after the Retirement Dateabove; or (ii) the date you become eligible for group health insurance coverage through a new employer; and (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (termination. In the “event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period”). For purposes , you must immediately notify the Company of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plansuch event. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead shall pay to you, on the last first day of each remaining month of the COBRA Premium Periodcalendar month, a fully taxable cash payment equal to 140% of the applicable COBRA Exhibit 10.1 premiums for that month (x) the value of including premiums for you and your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly eligible dependents who have elected and remain enrolled in such COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directlycoverage), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Special Cash Payment”). The Health Care Benefit Payment shall be paid in monthly installments on , for the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration remainder of the COBRA Premium Period; or (ii) . You may, but are not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. In the event the Company opts for the Special Cash Payments, then on the Starting Date, the Company will make the first payment to you under this paragraph, in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to you through such date you are no longer enrolled in such COBRA coveragehad the Special Cash Payments commenced on the first day of the first month following your termination date, with the balance of the Special Cash Payments paid thereafter on the schedule described above.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”)laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits at your own expense following the Separation Date. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Dateand a form for electing COBRA coverage. As an additional Severance Benefit, provided that If you timely elect continued coverage under COBRA, then the Company will pay your shall reimburse you for the COBRA premiums directly to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) through the period (the “COBRA Premium Period”) starting on the Retirement Separation Date and ending on the earliest to occur of: (i) February 1, 2026; (ii) the last day of the month that is eighteen (18) months after the Retirement Datedate you become eligible for group health insurance coverage through a new employer; or (iiiii) the date you cease to be eligible for COBRA continuation coverage for any reason. You must timely pay your premiums, including and then provide documentation to the Company, to obtain reimbursement for your COBRA premiums under this Section 3(b) which reimbursement shall be made within 21 days of submission of your documentation. In the event you are eligible for coverage under another employer’s group health plan termination (or otherwise cease to be eligible for COBRA during the “COBRA Premium Period”). For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement planmust immediately notify the Company in writing. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, either prior to or at any time during the COBRA Premium Period, that it cannot pay reimburse the COBRA premiums Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 105(h) of the Internal Revenue Code or Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay youshall pay, on the last first day of each remaining month of the COBRA Premium Periodcalendar month, a fully taxable cash payment equal to 140% of your applicable COBRA Premiums for that month (x) the value of your last monthly group health insurance including premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directlyfor any dependents), and in either case subject to applicable tax withholdings (such amount, amount the “Health Care Benefit Special Cash Payment”). The Health Care Benefit Payment shall be paid in monthly installments on , for the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration remainder of the COBRA Premium Period; or (ii) . You may, but are not obligated to, use such Special Cash Payment toward the date you are no longer enrolled in such cost of COBRA coveragepremiums.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits after the Separation Date. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided July 9, 2014 Xx. Xxxxxx Xxxxx with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Separation Date. As an additional Severance Benefit, provided that if you timely elect continued group health insurance coverage under COBRA, the Company will pay reimburse your COBRA premiums directly premium payments sufficient to continue your group medical, dental and/or vision insurance coverage (at its current level including coverage for eligible dependentscosts of dependent coverage, if applicable), through the period starting on the Retirement Date and ending on the earliest of: (i) the last day earlier of either of the month following provided that is eighteen you remain eligible for COBRA coverage (18such applicable time period, the “COBRA Payment Period”): (A) months after the Retirement DateOctober 31, 2014; or (iiB) the date that you cease to be become eligible for COBRA continuation group health insurance coverage through a new employer. You must promptly notify Maya Thaw in writing if you become eligible for any reasongroup health insurance coverage through a new employer prior to October 31, including plan termination (the “COBRA Premium Period”). For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plan2014. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums payments without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless the Company instead shall provide you with taxable monthly payments in an amount equal to the premium amount for the first month of whether you elect continued health coverage under COBRAyour COBRA coverage, and in lieu of providing such monthly installments shall be made through the COBRA premiums, the Company will instead pay you, on the last day of each remaining month remainder of the COBRA Premium Payment Period, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration of the COBRA Premium Period; or (ii) the date you are no longer enrolled in such COBRA coverage.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits after the Separation Date. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Separation Date. As an additional Pursuant to Section 4(a)(ii) of the Severance BenefitAgreement, provided that if you timely elect continued group health insurance coverage under COBRA, the Company will pay your the full amount of the COBRA premiums directly to continue for you and your group medical, dental and/or vision insurance coverage eligible dependents (including coverage if any) for eligible dependents, if applicable), through the period starting on “COBRA Payment Period” which is the Retirement Date and ending on the earliest of: (i) the last day of the month that is first eighteen (18) months after the Retirement Date; of such coverage or until such earlier date as either (iiA) the date you and/or your eligible dependents cease to be eligible for COBRA continuation coverage or (B) you become eligible for any reasonthe group health plan coverage through a subsequent employer. Following the COBRA Payment Period, including plan termination you will be responsible for the timely payment of the full amount of premiums required under COBRA for the duration of the COBRA period (the “COBRA Premium Period”if any). For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Code Section 125 health care reimbursement plan. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless the Company instead shall provide you with taxable monthly payments in an amount equal to the amount of whether the monthly COBRA premium that you elect continued health would be required to pay to continue coverage, including coverage under COBRAfor any covered dependents, which amount shall be based on the premium amount for the first month of your COBRA coverage, and in lieu of providing such monthly payments shall be made through the COBRA premiums, the Company will instead pay you, on the last day of each remaining month of the COBRA Premium Payment Period, a fully taxable cash payment equal . You shall provide prompt written notice to 140% of (x) the value of your last monthly me or Xxxxxx Xxxxxxx if you become eligible for group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay coverage through a new employer during the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration of the COBRA Premium Period; or (ii) the date you are no longer enrolled in such COBRA coverage.

Health Insurance. Unless you follow the procedures set forth in this paragraph, your participation in the Company’s group health insurance plan will end on the last day of the month in which the Separation Date occurs. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”)laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits at your own expense following the Separation Date. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Retirement Dateand a form for electing COBRA coverage. As an additional Severance Benefitseverance benefit under this Agreement, provided that you satisfy the Severance Preconditions set forth above and timely elect continued coverage under COBRA, then the Company will pay your shall reimburse you for the COBRA premiums directly to continue your group medical, dental and/or vision health insurance coverage (including coverage for eligible dependents, if applicable), ) through the period (the “COBRA Premium Period”) starting on the Retirement Separation Date and ending on the earliest to occur of: (i) the last day of the month that is eighteen nine (189) months after following your Separation Date; (ii) the Retirement Datedate you become eligible for group health insurance coverage through a new employer; or (iiiii) the date you cease to be eligible for COBRA continuation coverage for any reason. You must timely pay your premiums, including plan termination (and then provide documentation to the “COBRA Premium Period”). For purposes of this SectionCompany, references to obtain reimbursement for your COBRA premiums shall not include any amounts payable by under this Section 4. In the event you become covered under a Code Section 125 another employer’s group health care reimbursement plan. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the plan or otherwise cease to be eligible for COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you, on the last day of each remaining month of during the COBRA Premium Period, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums you must immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time notify the Company makes such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration of the COBRA Premium Period; or (ii) the date you are no longer enrolled in such COBRA coveragewriting.

Health Insurance. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefitsbenefits after the Separation Date at your own expense. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA the applicable state and/or federal insurance laws on or after the Retirement Separation Date. As Additionally, if you timely elect continued group health coverage pursuant to COBRA, as an additional Severance Benefit, provided that you timely elect continued coverage under COBRA, the Company will pay your COBRA premiums directly premium payments sufficient to continue your group medical, dental and/or vision insurance coverage at its current level (including coverage for eligible dependentscosts of dependent coverage, if applicable), through the ) for a maximum period starting on the Retirement Date and ending on the earliest of: of nine (i) the last day of the month that is eighteen (189) months after following the Retirement DateSeparation Date (the “COBRA Premium Payment Benefits”); or (ii) provided that, the date Company’s obligation to pay your COBRA premium payments will terminate earlier if you cease to be eligible for COBRA continuation coverage or you become eligible for any reason, including plan termination (the “COBRA Premium Period”). For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you coverage under a Code Section 125 group health care reimbursement planplan of a subsequent employer. You are required to immediately notify the Company’s Director of Human Resources in writing if you become eligible for coverage under a group health plan of a subsequent employer. Notwithstanding anything to the foregoingcontrary set forth herein, if at any time the Company determines, in its sole discretion, that it cannot pay provide the COBRA premiums Premium Payment Benefits without potentially incurring financial costs or penalties under violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall in lieu thereof provide to you a taxable monthly amount to continue your group health insurance coverage in effect on the Separation Date (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether you elect continued health COBRA continuation coverage under COBRA, and shall commence in lieu the month following the month in which your Separation Date occurred and shall end upon expiration of providing the COBRA premiums, applicable severance period that the Company will instead pay you, on the last day of each remaining month of would otherwise have provided the COBRA Premium Period, a fully taxable cash payment equal to 140% of (x) the value of your last monthly group health insurance premiums immediately prior to the Retirement Date or (y) the value of your last monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination that it cannot pay the COBRA premiums directly), and in either case subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be paid until the earlier of: (i) expiration of the COBRA Premium Period; or (ii) the date you are no longer enrolled in such COBRA coverageBenefits.