Common use of COBRA Benefit Clause in Contracts

COBRA Benefit. On a Qualified Termination, if an Eligible Employee makes a valid election under COBRA to continue his or her health coverage, the Company will pay the cost of such continuation coverage for the Eligible Employee and any eligible dependents that were covered under the Company’s health care plans immediately prior to the date of his or her eligible termination until the earliest of (a) the end of the applicable period set forth in the Eligible Employee’s Participation Agreement, (b) the date upon which the Eligible Employee and/or the Eligible Employee’s eligible dependents become covered under similar plans or (c) the date upon which the Eligible Employee ceases to be eligible for coverage under COBRA (the “COBRA Coverage”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to the Eligible Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that the Eligible Employee would be required to pay to continue his or her group health coverage in effect on the date of his or her Qualified Termination (which amount will be based on the premium for the first month of COBRA coverage) (each, a “COBRA Replacement Payment”), which COBRA Replacement Payments will be made regardless of whether the Eligible Employee elects COBRA continuation coverage and will commence on the month following the Eligible Employee’s Qualified Termination and will end on the earlier of (x) the date upon which the Eligible Employee obtains other employment or (y) the date the Company has paid an amount totaling the number of payments equal to the applicable number of months in the COBRA Coverage period set forth in the Eligible Employee’s Participation Agreement. For the avoidance of doubt, the COBRA Replacement Payments may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Policy or the Eligible Employee’s Participation Agreement, if at any time the Company determines in its sole discretion that it cannot provide the COBRA Coverage or the COBRA Replacement Payments without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Eligible Employee will not receive any further COBRA Coverage or COBRA Replacement Payments.

COBRA Benefit. On a Qualified TerminationSubject to your timely and proper election of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, if an Eligible Employee makes a valid election under COBRA to continue his or her as amended (“COBRA”), your then-effective group health coverage, the Company will pay the cost of such continuation coverage benefits for the Eligible Employee you and any your COBRA-eligible dependents that were covered under the shall be continued at Company’s health care plans immediately prior to the date of his or her eligible termination until the earliest of (a) the end of the applicable period set forth in the Eligible Employee’s Participation Agreement, (b) the date upon which the Eligible Employee and/or the Eligible Employee’s eligible dependents become covered under similar plans or (c) the date upon which the Eligible Employee ceases to be eligible cost for coverage all premiums under COBRA (the monthly cost of such premiums, the “COBRA CoveragePremium”) for 18-months (the “Non-Cash COBRA”). However, provided that, if the Company determines in its sole discretion that it cannot pay provide the Non-Cash COBRA Premiums without potentially violating applicable law or incurring additional expense under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will provide you, in lieu thereof provide to the Eligible Employee a taxable monthly payment in an amount thereof, taxable, continued installment payments equal to the monthly COBRA premium that the Eligible Employee would be required to pay to continue his or her group health coverage in effect on Premium for 18-months (measured from the date of his or her Qualified Termination (which amount will be based on the premium for the first month of COBRA coverage) (each, a “COBRA Replacement Payment”Separation), which COBRA Replacement Payments payments will be made regardless of whether the Eligible Employee elects you elect COBRA continuation coverage and will commence on (the month following “Cash COBRA”). Notwithstanding the Eligible Employee’s Qualified Termination and will end on the earlier of (x) the date upon which the Eligible Employee obtains other employment or (y) the date the Company has paid an amount totaling foregoing, the number of payments equal months of Cash COBRA to be paid, in any case, shall be reduced by the applicable number of months in of Non-Cash COBRA previously paid by the COBRA Coverage period Company. Notwithstanding any provision to the contrary, payment of the amounts set forth in the Eligible Employee’s Participation Agreement. For the avoidance of doubt, the COBRA Replacement Payments may be used for any purpose, including, but not limited to continuation coverage under COBRA, Sections 3(a) and will 3(b) above shall (i) be subject to all any applicable tax withholdings. Notwithstanding anything six (6) month delay that may be required under Section 409A and (ii) to the contrary extent the Release Period (or the seventy (70) day period following your Separation, in the event such Separation is due to your resignation for Good Reason) spans two calendar years, always commence in the second calendar year, in which case the first payment shall include any amounts which would have otherwise been payable in the first calendar year. Upon termination of your consulting services by the Company under this Policy or Agreement prior to the Eligible Employee’s Participation end of the Advisory Period for any reason, any then-unearned portion of the amounts provided under Sections 3(a) and 3(b) shall be paid to you in accordance with the schedule set forth herein. You acknowledge and agree that your strict compliance with the terms of this Agreement, if at including Section 5 below, is a condition to your receipt of any time consideration pursuant to the terms of this Agreement. You further acknowledge and agree that in the event of any breach of your obligations under this Agreement, the Company determines shall, in its sole discretion that it canand absolute discretion, be entitled to refrain from making any payment of amounts provided under Sections 3(a) and 3(b) which may be due but have not provide yet been paid, until such time as you have fully cured any such breach(es) to the COBRA Coverage or the COBRA Replacement Payments without violating applicable law (including, without limitation, Section 2716 satisfaction of the Public Health Service Act), the Eligible Employee will not receive any further COBRA Coverage or COBRA Replacement PaymentsCompany.

COBRA Benefit. On a Qualified TerminationIf Executive’s employment hereunder is terminated in circumstances described in Section 4(a) or 4(b) and Executive satisfies the conditions necessary to receive the payments or benefits described in Sections 4(a) or 4(b) then, if an Eligible Employee makes a valid election under COBRA Executive timely elects to continue his or her coverage for Executive and Executive’s eligible dependents, if any, under the group health coverageplan in which Executive participated in as of the Date of Termination pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay shall promptly reimburse Executive (or his eligible dependents, in the cost event of such continuation coverage Executive’s death) on a monthly basis for the Eligible Employee difference between the amount Executive (or his eligible dependents, in the event of Executive’s death) pays to effect and any eligible dependents continue such coverage and the employee contribution amount that were covered under the Company’s health care plans immediately prior to the date of his or her eligible termination until the earliest of (a) the end similarly situated executive employees of the applicable period set forth in Company pay for the Eligible Employee’s Participation Agreement, (b) the date upon which the Eligible Employee and/or the Eligible Employee’s eligible dependents become covered under same or similar plans or (c) the date upon which the Eligible Employee ceases to be eligible for coverage under COBRA such group health plans (the “COBRA CoverageBenefit”). HoweverEach payment of the COBRA Benefit shall be paid to Executive (or his eligible dependents, if in the event of Executive’s death) on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which Executive (or his eligible dependents, in the event of Executive’s death) submits to the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 documentation of the Public Health Service Act)applicable premium payment having been paid by Executive (or his eligible dependents, in the Company will in lieu thereof provide to the Eligible Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that the Eligible Employee would be required to pay to continue his or her group health coverage in effect on the date event of his or her Qualified Termination (which amount will be based on the premium for the first month of COBRA coverage) (each, a “COBRA Replacement Payment”Executive’s death), which documentation shall be submitted to the Company within thirty (30) days following the date on which the applicable premium payment is paid. Notwithstanding the foregoing, Executive (or his eligible dependents, in the event of Executive’s death) shall only be eligible to receive such reimbursement payments until the earliest of: (1) the date that is twelve (12) months following the Date of Termination (the “COBRA Replacement Payments will Expiration Date”); (2) the date Executive (or his eligible dependents, in the event of Executive’s death) is no longer eligible to receive COBRA continuation coverage; and (3) the date on which Executive (or his eligible dependents, in the event of Executive’s death) becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be made regardless promptly reported to the Company); provided, however, that the election of whether the Eligible Employee elects COBRA continuation coverage and will commence the payment of any premiums due with respect to such COBRA continuation coverage shall remain Executive’s (or his eligible dependents’, in the event of Executive’s death) sole responsibility, and the Company shall not assume any obligation for payment of any such premiums relating to such COBRA continuation coverage. Further notwithstanding the foregoing, if the provision of the COBRA Benefit cannot be provided in the manner described above without penalty, tax or other adverse impact on the month following Company or any of its affiliates, then the Eligible EmployeeCompany and Executive (or his eligible dependents, in the event of Executive’s Qualified Termination and will end death) shall negotiate in good faith to determine an alternative manner in which the Company may provide substantially equivalent benefits to Executive (or his eligible dependents, in the event of Executive’s death) without such adverse impact on the earlier Company or any of (x) the date upon which the Eligible Employee obtains other employment or (y) the date the Company has paid an amount totaling the number of payments equal to the applicable number of months in the COBRA Coverage period set forth in the Eligible Employee’s Participation Agreement. For the avoidance of doubt, the COBRA Replacement Payments may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Policy or the Eligible Employee’s Participation Agreement, if at any time the Company determines in its sole discretion that it cannot provide the COBRA Coverage or the COBRA Replacement Payments without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Eligible Employee will not receive any further COBRA Coverage or COBRA Replacement Paymentsaffiliates.

COBRA Benefit. On a Qualified Termination, if an Eligible Employee makes a valid election If Executive and any spouse and/or other dependents of Executive (“Family Members”) have coverage under COBRA to continue his or her the group health coverage, plan(s) sponsored by the Company will pay the cost of such continuation coverage for the Eligible Employee and any eligible dependents that were covered under the Company’s health care plans immediately prior to the date of his or her eligible termination until the earliest of (a) the end of the applicable period set forth in the Eligible Employee’s Participation Agreement, (b) the date upon which the Eligible Employee and/or the Eligible Employee’s eligible dependents become covered under similar plans or (c) the date upon which the Eligible Employee ceases to be eligible for coverage under COBRA (the “COBRA Coverage”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to the Eligible Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that the Eligible Employee would be required to pay to continue his or her group health coverage in effect on the date of his or her Qualified Executive’s Involuntary Termination (which amount will be based on the premium for the first month of COBRA such coverage) (each, a “COBRA Replacement PaymentQualifying Health Coverage”), which either reimbursement for the payments Executive makes, or direct payments by the Company or the Employer to the insurance provider, at the Company’s election, of the premiums for medical, vision and dental coverage for Executive and Executive’s eligible dependents under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or comparable applicable state law (“COBRA”) (such reimbursements or direct payments, the “COBRA Replacement Payments Benefits”) for a period of eighteen (18) months following the Involuntary Termination or until Executive has secured other employment that provides group health insurance coverage, whichever occurs first, subject to Executive timely electing COBRA coverage, remaining eligible for COBRA continuation coverage and, with respect to reimbursements, timely paying for COBRA coverage. Any COBRA reimbursements under this Agreement will be made regardless of whether the Eligible Employee elects COBRA continuation coverage and will commence on the month following the Eligible Employee’s Qualified Termination and will end on the earlier of (x) the date upon which the Eligible Employee obtains other employment or (y) the date by the Company has paid an amount totaling to Executive consistent with the number of payments equal Company’s normal expense reimbursement policy, provided further that Executive submits documentation to the applicable number of months in the Company substantiating his payments for COBRA Coverage period set forth in the Eligible Employee’s Participation Agreement. For the avoidance of doubt, the COBRA Replacement Payments may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdingscoverage. Notwithstanding anything to the contrary under this Policy or in the Eligible Employee’s Participation Agreement, if at any time the Company determines in its sole discretion that it the COBRA Benefits contemplated by this Section 4.1.3 cannot provide the COBRA Coverage or the COBRA Replacement Payments be provided to Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Eligible Employee such Executive will not receive such COBRA Benefits, and Executive will not receive any further COBRA Coverage benefits or COBRA Replacement Payments.payments in lieu thereof; and

COBRA Benefit. On a Qualified TerminationIf Executive’s employment hereunder is terminated in circumstances described in Section 4(a) or 4(b) and Executive satisfies the conditions necessary to receive the payments or benefits described in Sections 4(a) or 4(b) then, if an Eligible Employee makes a valid election under COBRA Executive elects to continue his or her health coverage, the Company will pay the cost of such continuation coverage for the Eligible Employee Executive and any Executive’s spouse and eligible dependents that were covered dependents, if any, under the Company’s or Parent’s group health care plans immediately prior pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the date of his or her eligible termination until Company shall promptly reimburse Executive on a monthly basis for the earliest of (a) difference between the end amount Executive pays to effect and continue such coverage and the employee contribution amount that similarly situated executive employees of the applicable period set forth in Company pay for the Eligible Employee’s Participation Agreement, (b) the date upon which the Eligible Employee and/or the Eligible Employee’s eligible dependents become covered under same or similar plans or (c) the date upon which the Eligible Employee ceases to be eligible for coverage under COBRA such group health plans (the “COBRA CoverageBenefit”). However, if Each payment of the COBRA Benefit shall be paid to Executive on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which Executive submits to the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 documentation of the Public Health Service Act)applicable premium payment having been paid by Executive, which documentation shall be submitted by Executive to the Company will in lieu thereof provide within thirty (30) days following the date on which the applicable premium payment is paid. Notwithstanding the foregoing, Executive shall only be eligible to receive such reimbursement payments until the earliest of: (1) the date that is twelve (12) months following the Date of Termination (the “COBRA Expiration Date”); (2) the date Executive is no longer eligible to receive COBRA continuation coverage; and (3) the date on which Executive becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Eligible Employee a taxable monthly payment in an amount equal to the monthly COBRA premium Company by Executive); provided, however, that the Eligible Employee would be required to pay to continue his or her group health coverage in effect on the date election of his or her Qualified Termination (which amount will be based on the premium for the first month of COBRA coverage) (each, a “COBRA Replacement Payment”), which COBRA Replacement Payments will be made regardless of whether the Eligible Employee elects COBRA continuation coverage and will commence the payment of any premiums due with respect to such COBRA continuation coverage shall remain Executive’s sole responsibility, and the Company shall not assume any obligation for payment of any such premiums relating to such COBRA continuation coverage. Further notwithstanding the foregoing, if the provision of the COBRA Benefit cannot be provided in the manner described above without penalty, tax or other adverse impact on the month following Company or any of its affiliates, then the Eligible Employee’s Qualified Termination Company and will end Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide substantially equivalent benefits to Executive without such adverse impact on the earlier Company or any of (x) the date upon which the Eligible Employee obtains other employment or (y) the date the Company has paid an amount totaling the number of payments equal to the applicable number of months in the COBRA Coverage period set forth in the Eligible Employee’s Participation Agreement. For the avoidance of doubt, the COBRA Replacement Payments may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Policy or the Eligible Employee’s Participation Agreement, if at any time the Company determines in its sole discretion that it cannot provide the COBRA Coverage or the COBRA Replacement Payments without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Eligible Employee will not receive any further COBRA Coverage or COBRA Replacement Paymentsaffiliates.