Common use of COBRA Clause in Contracts

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company.

Appears in 4 contracts

Samples: Employment Agreement (Silverbow Resources, Inc.), Employment Agreement (Swift Energy Co), Employment Agreement (Daseke, Inc.)

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COBRA. Subject to The Company will comply with Section 6(g) below4980B of the Internal Revenue Code of 1986, if Employee’s employment is terminated during as amended (the Employment Period (i) by the Company without Cause pursuant to Section 5(b“Code”), (ii) by Part 6 of Title I of the Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Retirement Income Security Act of 19851974, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium PaymentERISA”), and the monthly employee contribution amount that active similarly situated employees regulations issued respectively there under (collectively, “COBRA”) with regard to making available COBRA continuation coverage as described by Section 4980B of the Code and Section 602 of ERISA (or any successor provisions thereto) to Union Retirees. The parties acknowledge that a COBRA qualifying event under Section 4980B(f) of the Code and Section 603 of ERISA will occur. The Company pay for will offer an opportunity to elect COBRA continuation coverage to eligible Union Retirees provided, however, that this subparagraph shall not apply if: (i) it is otherwise not required by, inconsistent with or contrary to applicable law, (ii) the same or similar coverage under such Company ceases to provide any group health plans plan to their employees, (such difference, the iii) a Union Retiree fails to pay a COBRA premium or (iv) a Union Retiree becomes covered under any other group health plan (hereinafter Monthly Reimbursement AmountNew Coverage”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive Eligibility for coverage under a group health plan sponsored offered by another employer (and any such eligibility the UAW Union Retiree VEBA shall be promptly reported to not, by itself, in the Company by Employee) and (z) the first anniversary absence of electing coverage under one of the Termination Dategroup health plans, constitute New Coverage. A Union Retiree who does not initially elect COBRA continuation coverage shall waive any right to COBRA continuation coverage at a later date; provided, however, that Employee acknowledges and agrees that (1) that, in the election of event a Union Retiree does not elect COBRA coverage as provided in this paragraph 7, nothing in this Agreement shall preclude a Union Retiree from electing COBRA continuation coverage in connection with any future COBRA qualifying event under the Code and the payment of ERISA. Nothing herein however, is intended nor should it be construed to limit, waive or augment any premiums due COBRA rights or benefits with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the CompanyUnion Retirees.

Appears in 2 contracts

Samples: Settlement Agreement (Dana Corp), Settlement Agreement (Dana Corp)

COBRA. Subject to Sellers acknowledge and agree that the “Selling Group” (as such term is defined in Section 6(g54.4980B-9, Q&A-3 of the Treasury Regulations) belowshall be solely liable, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b)and that neither Buyer shall have any obligation or liability, (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects providing continuation coverage under and complying with COBRA with respect to any individual who prior to the Company’s Closing was covered under any Benefit Plan that constitutes a group health plans pursuant plan contributed to or maintained by any member of the Consolidated Omnibus Reconciliation Act Selling Group and who will be an “M&A Qualified Beneficiary” (as such phrase is defined in Section 54.4980B- 9, Q&A-4 of 1985, as amended (“COBRA”), the Company shall reimburse Treasury Regulations) in connection with the transactions contemplated by this Agreement and who is not a Buyer Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any or dependent thereof (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement AmountSeller COBRA Beneficiaries”). Each such reimbursement payment Seller agrees to cause the Selling Group to provide continuing health benefit coverage as required under COBRA (“COBRA Coverage”) to all Station Operation Employees and Non-Operation Support Employees, other than Buyer Employees, who are M&A Qualified Beneficiaries with respect to the transactions contemplated in this Agreement. Buyers acknowledge and agree that Buyers shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee solely liable, and that neither Seller nor any of their Affiliates shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA have any obligation or liability, for providing continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer and complying with COBRA with respect to any Buyer Employee (and or any such eligibility shall be promptly reported dependent thereof who is not an M&A Qualified Beneficiary prior to the Company by EmployeeClosing) whose “qualifying event” (as defined under COBRA) occurs after the Closing. If Sellers’ obligation to provide COBRA Coverage to the Seller COBRA Beneficiaries shifts to either Buyer pursuant to Treasury Regulation Section 54.4980B-9, Q&A-8(c), then, notwithstanding any other provision of this Agreement to the contrary, Sellers shall reimburse such Buyer for any and all documented costs and expenses that such Buyer reasonably incurs in providing COBRA Coverage to Seller COBRA Beneficiaries (z) including, but not limited to, claims, administrative costs, fees and insurance premiums); provided that in no event will Sellers have any Liability to Buyers with respect to any costs or expenses incurred in providing COBRA Coverage to any Buyer Employee (or any dependent thereof who is not an M&A Qualified Beneficiary prior to the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due Closing). Buyers shall invoice Sellers monthly with respect to such COBRA continuation coverage shall remain Employee’s sole responsibilitycosts and expenses, together with documentation showing such costs and expenses have been incurred, and the Company Sellers shall assume no obligation for be obligated to make full payment of any each such premiums relating to such COBRA continuation coverage, invoice within thirty (230) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 Business Days of the Patient Protection and Affordable Care Act date of 2010 such invoice. If Sellers dispute the amount of any invoice described in this Section 6.4(f), the manner of its computation, or the underlying data on which the invoice was based, they shall notify Buyers and, for a period of thirty (30) Business Days thereafter, Buyers shall make available all documentation necessary for Sellers to review the invoice, the computation and the related regulations data. If, upon completion of their review, Sellers and guidance promulgated thereunder (collectively, Buyers are not in agreement upon the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 amount of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Companyinvoice, then the Company matter shall be referred to a firm of certified public accountants selected by mutual agreement of Sellers and Buyers, which firm shall make a final binding decision as to the correct amount of the invoice. If Sellers fail to timely pay any amounts of any undisputed invoices, Sellers shall also be obligated to pay interest with respect to the unpaid amounts at the rate of five percent (5%) per annum. For the avoidance of doubt, nothing in this Section 6.4(f) shall relieve any Party of any obligation or liability such Party may have under applicable Law for providing continuation coverage under and complying with COBRA with respect to any Buyer Employee (or any dependent thereof who is not an M&A Qualified Beneficiary prior to the Closing) nor shall negotiate in good faith it require any Party to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without be responsible for any such adverse impact on the Companyobligation or liability of any other Party.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sunoco LP), Asset Purchase Agreement (Sunoco LP)

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of eighteen months following the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company.

Appears in 2 contracts

Samples: Employment Agreement (Daseke, Inc.), Employment Agreement (Daseke, Inc.)

COBRA. Subject The Remainco Group shall be solely responsible for providing continued health coverage required by COBRA to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by Spinco Former Employees and Spinco Employees who are not Spinco Transferred Employees (and their qualifying beneficiaries) who experience a COBRA qualifying event (as defined in Section 4980B of the Company without Cause pursuant to Section 5(b), Code) under the applicable Remainco Benefit Arrangement at any time and (ii) by Employee for Good Reason pursuant to Section 5(cSpinco Transferred Employees (and their qualifying beneficiaries) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage who experience a COBRA qualifying event under the Company’s group health plans pursuant applicable Remainco Benefit Arrangement on or prior to the Consolidated Omnibus Reconciliation Act of 1985, as amended Separation Effective Time (“COBRA”)individuals in (i) and (ii) collectively, the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the Monthly Premium PaymentCOBRA Participants”), and Spinco shall reimburse the monthly employee contribution Remainco Group within 15 days following the end of each calendar quarter following the Separation Effective Time for any claims or obligations incurred under the applicable Remainco Benefit Arrangement as a result of such COBRA coverage (other than those paid under an stop-loss or other insurance policy) by each COBRA Participant whose COBRA coverage ceased during such calendar quarter, which, in the aggregate with all claims incurred by all other COBRA Participants whose coverage ceased in prior calendar quarters, exceed the sum of (i) the amount that active similarly situated employees of premiums collected through the Company pay for the same or similar coverage under end of such group health plans calendar quarter and (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be ii) any amounts previously paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible Remainco Group by Spinco pursuant to receive such reimbursement payments until the earlier of: (xthis Section 8.1(d) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation Participants whose coverage shall remain Employee’s sole responsibilitypreviously ceased. Spinco or its successor, as applicable, and the Company applicable Spinco Benefit Arrangement or RMT Partner Benefit Arrangement shall assume no obligation be solely responsible for payment providing continued health coverage to the extent required by COBRA to all Spinco Employees who experience a COBRA qualifying event after the Separation Effective Time, and shall be solely responsible for all claims, obligations and Liabilities incurred as a result of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company.

Appears in 2 contracts

Samples: Employee Matters Agreement (Rexnord Corp), Employee Matters Agreement (Regal Beloit Corp)

COBRA. Subject to Section 6(g) belowFollowing the Separation Date, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, ; (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) ); and (z) one year after the first anniversary of the Termination Separation Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such ​ ​ premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company.

Appears in 1 contract

Samples: Transition and Separation Agreement (Daseke, Inc.)

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects electing continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) and further subject to Section 27, the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect will receive Company-paid group health, dental and continue such vision coverage for Employee and any of Employee’s spouse and eligible dependents, if any as applicable (the “Monthly Premium PaymentCOBRA Severance”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments Effective Date until the earlier earliest of: (xA) six (6) months following the date Employee is no longer eligible to receive COBRA continuation coverageTermination Date, (yB) the date on which Employee becomes and Employee’s eligible to receive coverage dependents (as applicable) become covered under a group health plan sponsored by another employer similar plans, or (C) the expiration of Employee’s (and any of Employee’s eligible dependents’, as applicable) eligibility for continuation coverage under COBRA. If the Company determines in its sole discretion that it cannot provide the COBRA Severance without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of such eligibility shall be promptly reported COBRA Severance, subject to any delay required by Section 5(e) below, the Company will provide to Employee a taxable monthly payment payable on the last day of a given month (except as provided by the immediately following sentence), in an amount equal to the Company by monthly COBRA premium that Employee would be required to pay to continue Employee’s group health coverage in effect on the Termination Date (which amount will be based on the premium rates applicable for the first month of COBRA Severance for Employee and any eligible dependents of Employee) and (z) the first anniversary each, a “COBRA Replacement Payment”), which COBRA Replacement Payments will be made regardless of the Termination Date; provided, however, that whether Employee acknowledges and agrees that (1) the election of elects COBRA continuation coverage and will end on the payment earlier of (i) the date upon which Employee obtains other employment, or (ii) the date the Company has paid an amount totaling the number of COBRA Replacement Payments equal to the number of months in the applicable COBRA Severance period set forth in this Section 1(b). For the avoidance of doubt, the COBRA Replacement Payments may be used for any premiums due with respect purpose, including, but not limited to such COBRA continuation coverage shall remain Employee’s sole responsibilityunder COBRA, and the Company shall assume no obligation for payment of will be subject to any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Companyapplicable withholdings.

Appears in 1 contract

Samples: Separation Agreement and Release (MedAvail Holdings, Inc.)

COBRA. Subject The parties acknowledge that Employee has been provided with health benefits through the Company’s health plan(s) covering eligible active employees and their eligible dependents and that such health benefits continue through February 29, 2004. The parties further acknowledge and agree that, following his separation from the Company, Employee is entitled to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects purchase continuation coverage under the Company’s group health plans pursuant planpursuant to the provisions of the Consolidated Omnibus Reconciliation Act of 1985Budget Xxxxxxxxxxxxxx Xxx, as amended 00 X.X.X. §0000, et seq. (“COBRACOBRA Continuation Coverage)) for himself and his dependents, if such dependents were previously covered by the plan. Consistent with its obligations under the law, the Company shall reimburse will provide Employee for with notice of his right to elect COBRA Continuation Coverage due to his resignation from employment and the difference between the monthly amount Employee pays to effect and continue terms of such coverage for Employee and Employee’s spouse and eligible dependents, if any (the Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement AmountNotice”). Each such reimbursement payment Provided that Employee completes and timely returns all necessary COBRA Continuation Coverage election materials and complies with all terms and regulations pertaining to COBRA, the Company agrees to pay directly to the provider the premiums for Employee’s and, as applicable, his dependents’ COBRA Continuation Coverage for the period from March 1, 2004 through February 28, 2005 for coverage at the same level in which Employee and, as applicable, his dependents were enrolled as of the Separation Date. For purposes of this Agreement, the amounts paid for COBRA Continuation Coverage for Employee and, as applicable, his dependents shall be paid referred to as the “COBRA Payments.” In the event and on the date that Employee’s right to COBRA Continuation Coverage terminates prior to February 28, 2005 for any reason, including because Employee on becomes covered under another group health plan without any preexisting condition limitations or exclusions, the Company’s first regularly scheduled obligation to pay date in the month immediately following the month in which Employee timely remits the Monthly Premium PaymentEmployee’s premiums for COBRA Continuation Coverage shall also cease. Employee shall be eligible agrees to receive such reimbursement payments until immediately notify the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage Company if Employeebecomes covered under a another group health plan sponsored by another employer (and any such eligibility shall be promptly reported prior to the Company by Employee) and (z) the first anniversary of the Termination Date; providedFebruary 28, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company2005.

Appears in 1 contract

Samples: Separation Agreement and Release of All Claims (North American Scientific Inc)

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects electing continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) and further subject to Section 29, the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect will receive Company-paid group health, dental and continue such vision coverage for Employee and any of Employee’s spouse and eligible dependents, if any as applicable (the “Monthly Premium PaymentCOBRA Severance”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments Effective Date until the earlier earliest of: (xA) six (6) months following the date Employee is no longer eligible to receive COBRA continuation coverageTermination Date, (yB) the date on which Employee becomes and Employee’s eligible to receive coverage dependents (as applicable) become covered under a group health plan sponsored by another employer similar plans, or (C) the expiration of Employee’s (and any of Employee’s eligible dependents’, as applicable) eligibility for continuation coverage under COBRA. If the Company determines in its sole discretion that it cannot provide the COBRA Severance without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of such eligibility shall be promptly reported COBRA Severance, subject to any delay required by Section 5(e) below, the Company will provide to Employee a taxable monthly payment payable on the last day of a given month (except as provided by the immediately following sentence), in an amount equal to the Company by monthly COBRA premium that Employee would be required to pay to continue Employee’s group health coverage in effect on the Termination Date (which amount will be based on the premium rates applicable for the first month of COBRA Severance for Employee and any eligible dependents of Employee) and (z) the first anniversary each, a “COBRA Replacement Payment”), which COBRA Replacement Payments will be made regardless of the Termination Date; provided, however, that whether Employee acknowledges and agrees that (1) the election of elects COBRA continuation coverage and will end on the payment earlier of (i) the date upon which Employee obtains other employment, or (ii) the date the Company has paid an amount totaling the number of COBRA Replacement Payments equal to the number of months in the applicable COBRA Severance period set forth in this Section 1(b). For the avoidance of doubt, the COBRA Replacement Payments may be used for any premiums due with respect purpose, including, but not limited to such COBRA continuation coverage shall remain Employee’s sole responsibilityunder COBRA, and will be subject to any applicable withholdings. Notwithstanding anything to the contrary under this Agreement, if the Company shall assume no obligation for payment of determines in its sole discretion at any such premiums relating to such time that it cannot provide the COBRA continuation coverageReplacement Payments without violating applicable law (including, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to without limitation, Section 2716 of the Patient Protection and Affordable Care Act of 2010 and Public Health Service Act), Employee will not receive the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA COBRA Replacement Payments or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Companyany further COBRA Severance.

Appears in 1 contract

Samples: Separation Agreement and Release (MedAvail Holdings, Inc.)

COBRA. Subject Except as otherwise provided in Schedule 9.16(b), no person is currently covered under any SELLER's health plan as a result of an election under the Consolidated Omnibus Budget Reconciliation Act, as amended, and the Tax Reform Act of 1986 ("COBRA"). BUYER agrees to Section 6(g) below, if Employee’s employment is terminated during offer group health plan coverage in a manner that will satisfy SELLERS' obligation to offer COBRA coverage with respect to the Employment Period following persons: (i) by those persons whose employment with a SELLER has terminated prior to the Company without Cause pursuant to Section 5(b)date hereof and who have elected COBRA coverage under any SELLER's health plan after the date hereof, and (ii) by Employee for Good Reason pursuant any person whose employment with a SELLER has terminated after the date hereof and prior to Section 5(cthe Closing Date (including those that did not accept BUYER's offer of employment) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation who has elected COBRA coverage under the Company’s group any SELLER's health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Dateplan; provided, however, the foregoing agreement of BUYER shall not apply to any of the Shareholders or their family members. Any person included within the above clauses (i) or (ii) and that Employee acknowledges and agrees that (1) the election accepts such offer of COBRA continuation coverage and by BUYER is referred to herein as a "Covered Person." In the payment event that, in any plan year of any premiums due with respect BUYER's group health plan, a Covered Person shall incur medical costs that are reimbursed or paid for under BUYER's group health plan in excess of Two Thousand Five Hundred Dollars ($2,500), then SELLERS agree to pay to BUYER the amount by which such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment medical costs exceed such amount up to a maximum liability of SELLERS to BUYER in any such premiums relating plan year for any such person of Twenty-Seven Thousand Five Hundred Dollars ($27,500), provided that SELLERS shall not be obligated to reimburse BUYER for expenses incurred by any such individual after BUYER reaches the aggregate attachment point for BUYER's plan year in question. Notwithstanding the foregoing, SELLERS shall be responsible for all COBRA continuation coverage, (2) obligations of those individuals listed in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”Schedule 9.16(b) and (3) if payment of a Monthly Reimbursement Amount cannot be provided SELLERS shall purchase at their own expense an insurance policy to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without cover such adverse impact on the Companylisted individuals.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inergy L P)

COBRA. Subject Seller shall timely provide all notices and any continuation of health benefit coverage (including but not limited to medical and dental coverage) required to be provided to any Scotx Xxxn Covered Interstate Person, under Part 6 of Subtitle B of Title 1 of ERISA or Section 6(g4980B(f) belowof the Code ("COBRA") to the extent such notices and continuation of health benefit coverage are required to be provided by reason of the transactions contemplated by this Agreement, if Employee’s employment is terminated during or any "qualifying event" (within the Employment Period (imeaning of ERISA Section 603 and Code Section 4980B(f)(3)) of any Scotx Xxxn Covered Interstate Person occurring on the Closing Date, and shall provide any health benefit coverage required by COBRA as a result thereof. To the extent any claims are incurred relative to any Scotx Xxxfare Plan or Scotx Xxxfare Arrangement due to the failure of the Seller to provide the notices or continuation coverage required by this paragraph or COBRA, such claims shall be paid by Seller, or the Scotx Xxxfare Plan or Scotx Xxxfare Arrangement, as appropriate. Buyer hereby agrees that the Company will offer, to the Interstate Employees and their dependents who are covered under any Scotx Xxxfare Plan or Scotx Xxxfare Arrangement on the Closing Date, coverage under any and all health benefit plans maintained by the Company without Cause commencing on the day after the Closing Date (or following the postponement of cessation of coverage pursuant to Section 5(b)5.6(o) hereof) on the same terms and conditions including the same level of employee contributions as coverage under such plans is available to other Interstate Employees and their dependents without any "preexisting condition" or "actively at work" requirement which would cause any of such Interstate Employees or their covered dependents or any existing medical condition of such Interstate Employees or their covered dependents to be excluded from coverage under any such health benefit plans maintained by the Company. Buyer hereby agrees that neither it, (ii) by Employee for Good Reason pursuant the Company, nor any employee or officer of either of them, directly or indirectly, shall offer any inducement of any kind to Section 5(c) such Interstate Employees or (iii) due their covered dependents to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation elect COBRA coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the CompanyScotx Xxxfare Plan.

Appears in 1 contract

Samples: Stock Purchase Agreement (Scott Technologies Inc)

COBRA. Subject As an additional severance benefit under this Agreement, provided that you satisfy the Severance Preconditions set forth above and timely elect continued coverage under COBRA, the Company shall (at its discretion) directly pay or reimburse you for the COBRA premiums to Section 6(g) belowcontinue your health insurance coverage (including coverage for eligible dependents, if Employee’s employment is terminated during applicable) through the Employment Period period (the “COBRA Premium Period”) starting on the Separation Date and ending on the earliest to occur of: (i) by the Company without Cause pursuant to Section 5(b), date that is twenty-four (24) months following the Separation Date; (ii) by Employee the date you become eligible for Good Reason pursuant to Section 5(c) group health insurance coverage through a new employer; or (iii) due the date you cease to Employee’s death or Disability pursuant be eligible for COBRA coverage for any reason. If the Company elects to Section 5(d)reimburse you, then if Employee you must timely pay your premiums, and properly elects continuation coverage under then provide documentation to the Company, to obtain reimbursement for your COBRA premiums under this paragraph. In the event you become covered under another employer’s group health plans pursuant plan or otherwise cease to be eligible for COBRA during the Consolidated Omnibus Reconciliation Act COBRA Premium Period, you must immediately notify the Company in writing. Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA Severance without potentially violating applicable law (including, without limitation, Section 2716 of 1985, as amended (“COBRA”)the Public Health Service Act) or if it otherwise determines to provide cash severance instead of paying COBRA Premiums, the Company can in lieu thereof provide to you a taxable cash payment (monthly or in other installments as determined by the Company) in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of your termination (which amount shall reimburse Employee be based on the premium for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”first month of COBRA coverage), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment which payments shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until end no later than the earlier of: of (x) the date Employee is no longer eligible to receive COBRA continuation coverage, upon which you obtain other coverage or (y) the date on last day of the twenty-fourth (24th) calendar month following your Separation from Service date, and which Employee becomes such payments you may, but are not obligated to, use for medical expenses. If you become eligible to receive for health insurance coverage under a another employer’s group health plan sponsored by another employer (and any such eligibility shall or through self-employment, or if you otherwise cease to be promptly reported to eligible for COBRA coverage, you must immediately notify the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibilityCompany, and the Company shall assume no Company’s obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee COBRA premiums shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Companycease.

Appears in 1 contract

Samples: Employment Agreement (Eliem Therapeutics, Inc.)

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), ) or (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first eighteen month anniversary of the Termination Date (and if such termination occurs during the Protection Period the eighteen month anniversary of the Termination Date); provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company.

Appears in 1 contract

Samples: Employment Agreement (Pacific Drilling S.A.)

COBRA. Subject The Company and its Plans shall offer or continue to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects offer continuation coverage and to provide the rights and notices required under the Company’s group health plans pursuant Code Section 4980B(f) and ERISA Sections 601 to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the 608 with respect to any Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive their covered dependents who lose or lost coverage under a group health plan sponsored of AE or the Company, including “M&A qualified beneficiaries” (as defined in Treasury Regulations Section 4980B-9) who lose such coverage in connection with this Agreement and to employees of Amsec Loss Control or their covered dependents who lose or lost coverage under a group health plan of Amsec Loss Control or AE on or prior to the Closing Date, provided that AE (i) provides to Purchaser on or before Closing (A) a list of Company employees and Amsec Loss Control employees and their covered dependents who have lost coverage under a group health plan of AE, Amsec Loss Control or the Company within eighteen (18) months before the date of this Agreement as the result of a “qualifying event” under Code Section 4980B(f)(3)(B) or thirty-six (36) months prior thereto in the case of any other “qualifying events” under Code Section 4980B(f)(3), and who lose such coverage through Closing, (B) a copy of the respective notices provided them, and (C) a list of those who elected such continuation coverage, the dates of such continuation coverage and those enrolled in continuation coverage at Closing, (ii) provides to Purchaser within five (5) business days of receipt any elections of continuation coverage received by another employer AE with respect to former Company employees and Amsec Loss Control employees and/or their covered dependents on or after Closing and (and iii) with respect to any such eligibility shall be promptly reported to Amsec Loss Control employees and their covered dependents, arranges with the insurer under the respective insurance contracts which remain or become insurance contracts of the Company by Employeeunder Section 6.10(a) and (z) for the first anniversary insurer to agree to provide such continuation coverage. The Company shall not be required to pay any part of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election premium or cost of COBRA continuation coverage and the payment of any premiums due with respect to elected by such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the CompanyAmsec Loss Control or AE employees, their covered dependents or any “M&A qualified beneficiaries.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intersections Inc)

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COBRA. Subject As an additional severance benefit under this Agreement, provided that you satisfy the Severance Preconditions set forth above and timely elect continued coverage under COBRA, the Company shall (at its discretion) directly pay or reimburse you for the COBRA premiums to Section 6(g) belowcontinue your health insurance coverage (including coverage for eligible dependents, if Employee’s employment is terminated during applicable) through the Employment Period period (the “COBRA Premium Period”) starting on the Separation Date and ending on the earliest to occur of: (i) by the Company without Cause pursuant to Section 5(b), date that is eighteen (18) months following the Separation Date; (ii) by Employee the date you become eligible for Good Reason pursuant to Section 5(c) group health insurance coverage through a new employer; or (iii) due the date you cease to Employee’s death or Disability pursuant be eligible for COBRA coverage for any reason. If the Company elects to Section 5(d)reimburse you, then if Employee you must timely pay your premiums, and properly elects continuation coverage under then provide documentation to the Company, to obtain reimbursement for your COBRA premiums under this paragraph. In the event you become covered under another employer’s group health plans pursuant plan or otherwise cease to be eligible for COBRA during the Consolidated Omnibus Reconciliation Act COBRA Premium Period, you must immediately notify the Company in writing. Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA Severance without potentially violating applicable law (including, without limitation, Section 2716 of 1985, as amended (“COBRA”)the Public Health Service Act) or if it otherwise determines to provide cash severance instead of paying COBRA Premiums, the Company can in lieu thereof provide to you a taxable cash payment (monthly or in other installments as determined by the Company) in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of your termination (which amount shall reimburse Employee be based on the premium for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”first month of COBRA coverage), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment which payments shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until end no later than the earlier of: of (x) the date Employee is no longer eligible to receive COBRA continuation coverage, upon which you obtain other coverage or (y) the date on last day of the eighteenth (18th) calendar month following your Separation from Service date, and which Employee becomes such payments you may, but are not obligated to, use for medical expenses. If you become eligible to receive for health insurance coverage under a another employer’s group health plan sponsored by another employer (and any such eligibility shall or through self-employment, or if you otherwise cease to be promptly reported to eligible for COBRA coverage, you must immediately notify the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibilityCompany, and the Company shall assume no Company’s obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee COBRA premiums shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Companycease.

Appears in 1 contract

Samples: Employment Agreement (Eliem Therapeutics, Inc.)

COBRA. Subject You may be able to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage continue your health benefits under the Company’s group health plans plan, at your own expense, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). You will receive additional information regarding COBRA under separate cover. In further consideration for your signing and not revoking this Agreement, in the event that you timely elect COBRA continuation coverage by completing and returning the applicable COBRA election notice that has been or will be provided following the Last Day of Employment, the Company shall reimburse Employee will pay the same portion of premiums for the difference between the monthly amount Employee pays to effect and continue such coverage that it pays for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly similarly-situated employees of the Company pay for the same level of group medical coverage, as in effect as of the Last Day of Employment, for the period from the Last Day of Employment through the earliest of: (i) eighteen (18) months after the Last Day of Employment; (ii) the date you become eligible for group medical care coverage through other employment; or similar (iii) the end of your eligibility under COBRA for continuation coverage under for medical care. No COBRA payment will be made or be payable directly to you. You agree to notify the Company promptly if you become eligible for group medical care coverage through another employer. You also agree to respond promptly and fully to any reasonable written requests for information (email to suffice) by the Company concerning his eligibility for such group health plans (such differencecoverage. Notwithstanding the foregoing, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on if the Company’s first regularly scheduled pay date in making COBRA premium payments under this section of this Agreement would violate the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible nondiscrimination rules applicable to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage non-grandfathered plans under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 2010, as amended or replaced (the “Affordable Care Act”), or result in the imposition of penalties under the Affordable Care Act (or any similar statute) and the related regulations and guidance promulgated thereunder (collectivelythereunder, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided parties agree to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 reform this section of the PPACA or otherwise causing offer in a manner as is necessary to comply with the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the CompanyAffordable Care Act.

Appears in 1 contract

Samples: Letter Agreement (Adamis Pharmaceuticals Corp)

COBRA. Subject Provided you are eligible and timely elect to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation continue your healthcare coverage under the Company’s group health plans pursuant to your rights under the Consolidated Omnibus Reconciliation Budget reconciliation Act of 1985, as amended (“COBRA”), Employer shall pay the Company shall reimburse Employee for the difference between the monthly amount Employee pays costs you incur to effect and continue obtain such continued coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium PaymentCoverage Costs), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments ) until the earlier of: (xA) the end of three (3) month’s period measured from your COBRA eligibility date, or (B) the date Employee is no longer you become eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a for group health plan sponsored by coverage with another employer (and any the “Coverage Period”). All such eligibility shall be promptly reported to the Company insurance premiums or other coverage costs payable by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall be paid by the Company be required within thirty (30) days after the due date You acknowledge and agree that the Separation Pay is not otherwise due or owing to pay a Monthly Reimbursement Amount if such payment could reasonably be expected you under any employment agreement (oral or written) or Employer policy or practice. You also agree that the Separation Pay to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting you is not intended to and does not constitute a severance plan and does not confer a benefit on anyone other than the Company parties. You further acknowledge that there are no other wages or monies due or owed to sanctions imposed pursuant you by Employer, except as provided in Exhibit B. You further acknowledge and agree that you have (i) reported to Section 2716 Employer any and all work-related injuries or occupational disease incurred by you during your employment by Employer; (ii) been properly provided any leave requested under the Family and Medical Leave Act or similar state local laws and have not been subjected to any improper treatment, conduct or actions due to a request for or taking such leave; (iii) had the opportunity to provide Employer with written notice of the PPACA any and all concerns regarding suspected ethical and compliance issues or otherwise causing the Company to incur a penalty, tax or other adverse impact violations on the Companypart of Employer or any other released person or entity; (iv) been properly and fully paid for all hours worked; and (v) no claim for sexual assault; sexual harassment; or unlawful workplace harassment or discrimination, then the Company and Employee shall negotiate failure Rimini Street, Inc. Worldwide Headquarters 0000 Xxxxxx Xxxxxx Parkway, Suite 500, Las Vegas, NV 89169 USA Phone: +0 000.000.0000 Toll-Free: + 0 000.000.0000 Fax: +0 000.000.0000 xxxxxxxxxxxx.xxx to prevent an act of workplace harassment or discrimination, or act of retaliation against a person for reporting or opposing harassment or discrimination whether or not filed in good faith to determine court, before an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Companyadministrative action, or through an internal complaint process against Employer or any released party.

Appears in 1 contract

Samples: Rimini Street, Inc.

COBRA. Subject to Section 6(g) belowFollowing the Employment Period, if Employee’s employment Employee is terminated during the Employment Period (i) by eligible for and timely elects continued group health plan coverage under COBRA, the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to will pay the Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under the Company’s group health plans pursuant to insurance premiums for the Employee and his Dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), ) or the Company shall will reimburse Employee Employee’s actual COBRA payments for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependentshis Dependents through January 17, if any 2013 (the “Monthly Premium PaymentCOBRA Payment Period”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that any such payments will cease if Employee acknowledges and agrees that (1) voluntarily enrolls in a health insurance plan offered by another employer or entity during the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and period in which the Company shall assume no obligation for payment is paying such premiums. Employee is required to immediately notify the Company in writing of any such enrollment. For all purposes of this Agreement, references to COBRA group health insurance premiums relating shall not include any amounts payable by Employee under an Internal Revenue Code of 1986, as amended (the “Code”) Section 125 health care reimbursement plan. Notwithstanding anything to such COBRA continuation coveragethe contrary set forth herein, (2) in no event shall if the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject determines, in its sole discretion, that the Company to sanctions imposed pursuant to cannot provide the COBRA group health insurance premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectivelyPublic Health Service Act), the Company shall in lieu thereof pay Employee a taxable cash amount, which payment shall be made regardless of whether Employee or his Dependants elect health care continuation coverage (the PPACAHealth Care Benefit Payment) and (3) if payment of a Monthly Reimbursement Amount cannot ). The Health Care Benefit Payment shall be provided paid in monthly installments on the same schedule that the COBRA insurance premiums would otherwise have been paid to Employee without subjecting the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company to sanctions imposed pursuant to Section 2716 would have otherwise paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the earlier of (i) expiration of the PPACA applicable COBRA Payment Period, or otherwise causing (ii) the Company to incur date Employee voluntarily enrolls in a penalty, tax health insurance plan offered by another employer or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Companyentity.

Appears in 1 contract

Samples: Employment Agreement (U.S. Auto Parts Network, Inc.)

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects electing continuation coverage under the Company’s group health plans pursuant to Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), CoaLogix shall subsidize Employee and his eligible dependent’s COBRA premiums so that Employee pays the Company same premium as an active employee of the Companies for a period equal to the lesser of (A) eighteen months following the Employee’s Termination Date or (B) the period of time immediately preceding the date upon which Employee becomes covered under the group health plans of another employer with comparable group health benefits and levels of coverage, provided that if Employee has not become covered under the group health plans of another employer with comparable group health benefits and levels of coverage at the end of such eighteen month period, CoaLogix shall reimburse continue to pay the employer premium portion of CoaLogix’s group health plan, if permissible, and, if not permissible, shall pay such amount directly to Employee for the difference between lesser of (A) six months following the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse Termination Date or (B) the period of time immediately preceding the date upon which Employee becomes covered under the group health plans of another employer with comparable group health benefits and eligible dependentslevels of coverage. Provided, if however, for purposes of this Section 5(a) only and notwithstanding the above provisions of Section 5(a) to the contrary, in the event any action, event or occurrence described in Section 9(f) (the definition of Monthly Premium PaymentInvoluntary Termination)) is caused by either Acorn or CoaLogix, but not both, and the monthly employee contribution amount that active similarly situated employees other one of Acorn or CoaLogix which did not cause such action, event or occurrence offers in writing to Employee within three days of the Company date of such action, event or occurrence to (i) employ Employee on a full-time basis and assume full responsibility for (and to pay for and provide to Employee) 100% of all of Employee’s aggregate compensation (including Base Salary and Target Bonus) and benefits described in this Agreement and (ii) assume all of the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid obligations of both Acorn and CoaLogix to Employee on the Company’s first regularly scheduled pay date set forth in the month immediately following the month this Agreement, then such action, event or occurrence shall not be an Involuntary Termination for purposes of only that particular such action, event or occurrence, and in which Employee timely remits the Monthly Premium Payment. such instance (and in such instance only) Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided entitled to Employee without subjecting the Company to sanctions imposed pursuant to severance benefits described above in this Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company5(a).

Appears in 1 contract

Samples: Employment Agreement (Acorn Energy, Inc.)

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and , if Employee’s spouse and eligible dependents are on Company’s healthcare plan, Employee’s spouse and eligible dependents, if any (the “Monthly Premium Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company.

Appears in 1 contract

Samples: Employment Agreement (Daseke, Inc.)

COBRA. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays to effect and continue such coverage for Employee and Employee’s spouse and eligible dependents, if any (the “Monthly Premium 11 Payment”), and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Employee on the Company’s first regularly scheduled pay date in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, however, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company.

Appears in 1 contract

Samples: Employment Agreement (Swift Energy Co)

COBRA. Subject Although Millennial is not otherwise obligated to Section 6(g) belowdo so, if Employee’s employment is terminated during Xx. Xxxxxxxx timely executes and does not revoke this Agreement, Millennial will provide the Employment Period (i) by the Company without Cause pursuant to benefit described in this Section 5(b2(b), (ii) by Employee for Good Reason pursuant to Section 5(c) provided that Xx. Xxxxxxxx is not in material breach of this Agreement or (iii) due to Employee’s death or Disability pursuant to Section 5(d), then if Employee timely and properly elects continuation coverage under any other written agreement Xx. Xxxxxxxx may have executed with the Company’s group health plans pursuant to . The Parties agree that a qualifying event shall occur as of the Separation Date for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), the Company shall reimburse Employee for the difference between the monthly amount Employee pays and that thereafter Xx. Xxxxxxxx will be eligible to effect and continue such elect COBRA continuation coverage for Employee and Employee’s spouse and eligible dependentsin accordance with applicable federal law. In addition, if any Xx. Xxxxxxxx is participating in the Company’s group health insurance plan on the Separation Date and timely elects and remains eligible for continued coverage through COBRA, Millennial will pay the entire amount of Xx. Xxxxxxxx’x COBRA premiums for a period of one (1) year beginning on March 1, 2014 (the “Monthly Premium PaymentInitial COBRA Payment Period”); thereafter, and the monthly employee contribution amount for an additional six (6) months, Millennial shall pay that active similarly situated employees portion of Xx. Xxxxxxxx’x COBRA premium that the Company pay for was paying prior to the same or similar coverage under such group health plans Separation Date (such differencesix (6) month period, together with the Initial COBRA Payment Period, the “Monthly Reimbursement AmountCOBRA Payment Period”). Each such reimbursement Millennial’s COBRA premium payment shall be paid to Employee on obligation will end immediately if Xx. Xxxxxxxx obtains health care insurance from any other source during the Company’s first regularly scheduled pay date COBRA Payment Period. However, if at any time Millennial determines, in the month immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Employee is no longer eligible to receive COBRA continuation coverage, (y) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z) the first anniversary of the Termination Date; provided, howeverits discretion, that Employee acknowledges and agrees that (1) the election of COBRA continuation coverage and the payment of any the COBRA premiums due with respect would be reasonably likely to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2) result in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section 2716 violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (3) if providing Millennial’s payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section 2716 COBRA premiums, Millennial will instead pay Xx. Xxxxxxxx, on the first day of each month of the PPACA or remainder of the COBRA Payment Period, a fully taxable cash payment equal to the portion of the COBRA premium otherwise causing the Company payable by Millennial for that month, subject to incur a penalty, applicable tax or other adverse impact on the Company, then the Company withholdings and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Companydeductions.

Appears in 1 contract

Samples: Separation Agreement and Release of Claims (Millennial Media Inc.)

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