Common use of Medical and Dental Benefits Clause in Contracts

Medical and Dental Benefits. If Executive’s employment is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (18 months for a Termination during a Covered Period), Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is subject to a an Involuntary Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide provide, at the Company’s expense, Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For Involuntary Termination for a period of twelve (12) 12 months (18 months for a following the Termination during a Covered Period)Date, Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coveragecoverage if the coverage continues beyond such period; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (18 months for a Termination during a Covered Period), Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed beginning on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside first day of the terms calendar month beginning after the date of the respective planstermination of employment, provided that Executive completes and Executive’s dependents comply with all of returns the terms of appropriate enrollment forms to the substitute medical or dental plansrespective provider in a timely manner, and provided, further, that the Company shall reimburse Executive for the cost of Executive's and his or her dependent's (to the Company extent such dependents were covered under the Company's group plans) medical and its Affiliates shall not exceed the cost for continued COBRA dental benefit coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") to the same extent provided for by the Company’s (or an Affiliate’s) plans, as set forth in 's group plans at the immediately preceding sentencetime of termination. In the event Executive becomes covered under another employer's group health plan that provides Executive and his or any her dependents with comparable benefits and levels of coverage during this 12- month period, Executive shall notify Company and Company's obligation to reimburse Executive for continued medical and dental benefits coverage shall end. The period of such Company-reimbursed COBRA coverage shall be considered part of Executive’s dependents is or becomes eligible 's COBRA coverage entitlement period, and may, for coverage under tax purposes, be considered income to Executive. In addition, and notwithstanding anything to the terms contrary in this clause (d), if the Company determines in its sole and reasonable discretion that it cannot reimburse Executive the COBRA premiums without potentially violating applicable law (including, without limitation, Section 2716 of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefitsthe Public Health Service Act), the Company’s and its Affiliates’ obligations under this Section 4(e) shall cease with respect Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the eligible monthly COBRA premium that Executive and/or dependent. would be required to pay to continue his or her (and to the extent applicable, his or her dependents) medical and dental benefit coverage in effect on the date of such termination, which payments will be made regardless of whether the Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage availableelects COBRA continuation coverage.

Medical and Dental Benefits. If Executive’s employment is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) 12 months (18 months for a Termination during a Covered Period), Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (18 months for a Termination during a Covered Period), Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed beginning on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside first day of the terms calendar month beginning after the date of the respective planstermination of employment, provided that Executive completes and Executive’s dependents comply with all of returns the terms of appropriate enrollment forms to the substitute medical or dental plansrespective provider in a timely manner, and provided, further, that the Company shall reimburse Executive for the cost of Executive's and his or her dependent's (to the Company extent such dependents were covered under the Company's group plans) medical and its Affiliates shall not exceed the cost for continued COBRA dental benefit coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") to the same extent provided for by the Company’s (or an Affiliate’s) plans, as set forth in 's group plans at the immediately preceding sentencetime of termination. In the event Executive becomes covered under another employer's group health plan that provides Executive and his or any her dependents with comparable benefits and levels of coverage during this 12-month period, Executive shall notify Company and Company's obligation to reimburse Executive for continued medical and dental benefits coverage shall end. The period of such Company-reimbursed COBRA coverage shall be considered part of Executive’s dependents is or becomes eligible 's COBRA coverage entitlement period, and may, for coverage under tax purposes, be considered income to Executive. In addition, and notwithstanding anything to the terms contrary in this clause (c), if the Company determines in its sole and reasonable discretion that it cannot reimburse Executive the COBRA premiums without potentially violating applicable law (including, without limitation, Section 2716 of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefitsthe Public Health Service Act), the Company’s and its Affiliates’ obligations under this Section 4(e) shall cease with respect Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the eligible monthly COBRA premium that Executive and/or dependent. would be required to pay to continue his or her (and to the extent applicable, his or her dependents) medical and dental benefit coverage in effect on the date of such termination, which payments will be made regardless of whether the Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage availableelects COBRA continuation coverage.

Medical and Dental Benefits. If Executive’s employment is subject terminated pursuant to a TerminationSection 4(b) or 4(c), then then, to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, Date and provided Executive is eligible for and elects to continue coverage (under the health care continuation rules of COBRA, provided that if, on the Termination Date, the Company is not subject to COBRA, the Company shall provide for continuation coverage as if it were subject to COBRA for the entire period to which COBRA would have applied if the Company had been subject to COBRA (collectively for purposes of this Agreement, “COBRA”)), the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For applicable Termination Date for a period of twelve (12) up to 18-months (18 months for a following the Termination during a Covered Period)Date, such that Executive shall be required to pay pay, on a monthly basis, the same amount as Executive would pay if Executive continued in employment with the Company during such period (“Subsidized Coverage”) and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage Subsidized Coverage shall be provided only as described above unless the Company determines, based on a written legal opinion of counsel, that the Company’s provision of Subsidized Coverage results in the violation of non-discrimination provisions of applicable law, as may be applicable to the extent that it does Company (the enforcement of which is not result in any suspended by legislation, regulation or administrative action), the imposition of a material additional tax or other material penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements employee participating in such plans. If the Company makes such a determination, then applicable with respect the Company shall pay Executive an additional severance benefit equal to the applicable planscost to the Company of the Subsidized Coverage (had such Subsidized Coverage been provided) to assist Executive with the cost of COBRA or, if not available, to assist Executive with the cost of comparable coverage for Executive and his eligible dependents. The coverages under this Section 4(e4(f) are first intended to provide coverage under the Company plans to the maximum extent permitted by law, subject to the foregoing exceptions, and if such coverage is not so provided due to such exceptions, only then coverage may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e4(f) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is by the Employer or any Affiliate or successor of the Employer shall be subject to a TerminationTermination as provided in subsections (c) or ‎(d) above within the Employment Period, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or and dental plans of the Company Employer (or an any Affiliate) for active employees immediately prior to the Termination Datetermination, then, provided for as long as Executive is eligible for and elects coverage under the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall Employer will provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (18 months for a Termination during a Covered Period)coverage, with Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company Employer or an Affiliate during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; providedperiod, howeverbut in no event more than twelve (12) months following termination, that such The coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company Employer (or an any Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, plans themselves; provided that Executive and Executive’s dependents comply with all of the terms conditions of the substitute medical or dental plans, and provided, further, that with the cost to the Company and its Affiliates shall Employer not to exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentencecoverage. In the event Executive or any of Executive’s dependents is or becomes become eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with which plan benefits that are comparable to Company Employer (or any Affiliate) plan benefits, the Company’s and its Affiliates’ obligations coverage under this Section 4(eEmployer (or any Affiliate) shall plans will cease with respect to for the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company Employer (or any Affiliate) of any subsequent employment and provide information regarding medical and/or dental coverage available. In the event the Employer (or any Affiliate) discovers that Executive and/or dependent has become employed and not provided the above notification, all payments and benefits under this subsection ‎(e) will cease.

Medical and Dental Benefits. If Executive’s 's employment with the Company is subject to a Termination, then to the extent that Executive or any of Executive’s 's dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to received while Executive was employed with the TerminationCompany. For a period of twelve (12) months (18 or eighteen (18) months for in the event of a Termination during following a Covered PeriodChange in Control), the Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage contribution by the Company shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable Company's (or an Affiliate's) plans. The coverages under this Section 4(e) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s 's dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the Company's cost for continued COBRA coverage under the Company’s 's (or an Affiliate’s's) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s 's dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent an employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ 's obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s 's dependents must notify the Company (or an Affiliate) of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is subject to For a Terminationperiod of twenty-four (24) months beginning on the first day of the calendar month beginning after the date of termination of employment, then provided that Executive completes and returns the appropriate enrollment forms to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRArespective provider in a timely manner, the Company shall provide reimburse Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (18 months for a Termination during a Covered Period), Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only Executive's and his or her dependent's (to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s such dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage were covered under the Company’s (or an Affiliate’s's group plans) plans, as set forth in medical and dental benefit coverage under COBRA to the immediately preceding sentencesame extent provided for by the Company's group plans at the time of termination. In the event Executive becomes covered under another employer's group health plan that provides Executive and his or any her dependents with comparable benefits and levels of coverage during this 24-month period, Executive shall notify Company and Company's obligation to reimburse Executive for continued medical and dental benefits coverage shall end. The period of such Company-reimbursed COBRA coverage shall be considered part of Executive’s dependents is or becomes eligible 's COBRA coverage entitlement period, and may, for coverage under tax purposes, be considered income to Executive. In addition, and notwithstanding anything to the terms contrary in this clause (d), if the Company determines in its sole and reasonable discretion that it cannot reimburse Executive the COBRA premiums without potentially violating applicable law (including, without limitation, Section 2716 of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefitsthe Public Health Service Act), the Company’s and its Affiliates’ obligations under this Section 4(e) shall cease with respect Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the eligible monthly COBRA premium that Executive and/or dependent. would be required to pay to continue his or her (and to the extent applicable, his or her dependents) medical and dental benefit coverage in effect on the date of such termination, which payments will be made regardless of whether the Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage availableelects COBRA continuation coverage.

Medical and Dental Benefits. If Executive’s employment with the Company is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to received while Executive was employed with the TerminationCompany. For a period of twelve (12) months (18 or eighteen (18) months for in the event of a Termination during following a Covered PeriodChange in Control), the Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage contribution by the Company shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable Company’s (or an Affiliate’s) plans. The coverages under this Section 4(e) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the Company’s cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent an employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company (or an Affiliate) of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is subject to a TerminationTermination within the Covered Period, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (18 months for a Termination during a Covered Period)12 months, Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) Affiliate or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) 3 may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e) 3 shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) 12 months (18 months for a Termination during a Covered Period), Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e4(f) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e4(f) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. Subject to Section 4 below, If Executive’s employment is by the Employer or any Affiliate or successor of the Employer shall be subject to a TerminationTermination during a Covered Period, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or and dental plans of the Company Employer (or an any Affiliate) for active employees immediately prior to the Termination Datetermination, then, provided for as long as Executive is eligible for and elects coverage under the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall Employer will provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (18 months for a Termination during a Covered Period)coverage, with Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company Employer or an Affiliate during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; providedperiod, however, that such coverage shall be provided only to the extent that it does not result but in any additional tax or other penalty being imposed on the Company no event more than twelve (or an Affiliate12) or violate any nondiscrimination requirements then applicable with respect to the applicable plansmonths following termination. The coverages under this Section 4(e) coverage may be procured directly by the Company Employer (or an any Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, plans themselves; provided that Executive and Executive’s dependents comply with all of the terms conditions of the substitute medical or dental plans, and provided, further, that with the cost to the Company and its Affiliates shall Employer not to exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentencecoverage. In the event Executive or any of Executive’s dependents is or becomes become eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with which plan benefits that are comparable to Company Employer (or any Affiliate) plan benefits, the Company’s and its Affiliates’ obligations coverage under this Section 4(eEmployer (or any Affiliate) shall plans will cease with respect to for the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company Employer (or any Affiliate) of any subsequent employment and provide information regarding medical and/or dental coverage available. In the event the Employer (or any Affiliate) discovers that Executive and/or dependent has become employed and not provided the above notification, all payments and benefits under this subsection (b) will cease.

Medical and Dental Benefits. If Executive’s employment is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve eighteen (1218) months (18 months for a Termination during a Covered Period)months, Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company Bank (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company Bank shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For Termination for a period of twelve (12) 12 months (18 months for a Termination during a Covered Period)immediately following the Termination, such that Executive shall be required to pay pay, on a monthly basis, the same amount as Executive would pay if Executive continued in employment with the Company Employer during such period (with such monthly amount payable by Executive reduced by an amount equal to one-twelfth of the aggregate amount of Bank contributions to Executive’s health savings account during the 12-month period prior to Executive’s Termination), and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company Bank (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company Bank (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive #847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement 4 and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company Bank and its the Affiliates shall not exceed the cost for continued COBRA coverage under the CompanyBank’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company Bank (or Affiliate) plan benefits, the CompanyBank’s and its the Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company Bank of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is by the Employer or any Affiliate or successor of the Employer shall be subject to a TerminationTermination as provided in subsections (c) or ‎(d) above within the Employment Period, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or and dental plans of the Company Employer (or an any Affiliate) for active employees immediately prior to the Termination Datetermination, then, provided for as long as Executive is eligible for and elects coverage under the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall Employer will provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (18 months for a Termination during a Covered Period)coverage, with Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company Employer or an Affiliate during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; providedperiod, howeverbut in no event more than twenty-four (24) months following termination, that such The coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company Employer (or an any Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, plans themselves; provided that Executive and Executive’s dependents comply with all of the terms conditions of the substitute medical or dental plans, and provided, further, that with the cost to the Company and its Affiliates shall Employer not to exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentencecoverage. In the event Executive or any of Executive’s dependents is or becomes become eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with which plan benefits that are comparable to Company Employer (or any Affiliate) plan benefits, the Company’s and its Affiliates’ obligations coverage under this Section 4(eEmployer (or any Affiliate) shall plans will cease with respect to for the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company Employer (or any Affiliate) of any subsequent employment and provide information regarding medical and/or dental coverage available. In the event the Employer (or any Affiliate) discovers that Executive and/or dependent has become employed and not provided the above notification, all payments and benefits under this subsection ‎(e) will cease.

Medical and Dental Benefits. If Subject to Section 7 below, if Executive’s employment is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (up to 18 months for a Termination during a Covered Period)months, but not beyond the Executive Chairman Retirement Date, Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e6(f) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e6(f) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (18 months for a Termination during a Covered Period)12 months, Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company Bank (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company Bank shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For Termination for a period of twelve (12) 12 months (18 months for a Termination during a Covered Period)immediately following the Termination, such that Executive shall be required to pay pay, on a monthly basis, the same amount as Executive would pay if Executive continued in employment with the Company Employer during such period (with such monthly amount payable #847547v2_IMAN_ - Xxxxxxx First Community Financial Employment Agreement 4 by Executive reduced by an amount equal to one-twelfth of the aggregate amount of Bank contributions to Executive’s health savings account during the 12-month period prior to Executive’s Termination), and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company Bank (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company Bank (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company Bank and its the Affiliates shall not exceed the cost for continued COBRA coverage under the CompanyBank’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company Bank (or Affiliate) plan benefits, the CompanyBank’s and its the Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company Bank of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is subject to a an Involuntary Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (18 months for a Involuntary Termination during a Covered Period)through the Retirement Date, such that Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e4(d) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e4(d) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company Bank (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company Bank shall provide Executive #847499v3_IMAN_ - Xxx First Community Financial Employment Agreement 4 and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For Termination for a period of twelve (12) 12 months (18 months for a Termination during a Covered Period)immediately following the Termination, such that Executive shall be required to pay pay, on a monthly basis, the same amount as Executive would pay if Executive continued in employment with the Company Employer during such period (with such monthly amount payable by Executive reduced by an amount equal to one-twelfth of the aggregate amount of Bank contributions to Executive’s health savings account during the 12-month period prior to Executive’s Termination), and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company Bank (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company Bank (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company Bank and its the Affiliates shall not exceed the cost for continued COBRA coverage under the CompanyBank’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company Bank (or Affiliate) plan benefits, the CompanyBank’s and its the Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company Bank of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executivethe Employee’s employment is by the Company or any Affiliate or successor of the Company shall be subject to a TerminationTermination within the Covered Period, then to the extent that Executive the Employee or any of Executivethe Employee’s dependents may be covered under the terms of any medical or and dental plans of the Company (or an any Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRAtermination, the Company shall will provide Executive the Employee and those dependents with coverage equivalent coverages for [the shorter of (A) [twenty-four (24) months – Xxxxxx] [twenty-one (21) months - Xxxxxxx] or (B) the maximum period allowed pursuant to Treasury Regulations Section 1.409A-1(b)(9)(v) which would be exempt from the coverage in effect immediately prior to the Termination. For definition of “deferred compensation” thereunder] [a period of not to exceed [eighteen (18) months – Xxxxxxxx and Xxxxxx] [twelve (12) months (18 months for a Termination during a Covered Period)– others]], Executive shall be with the Employee required to pay the same amount as Executive would pay if Executive continued in employment with the Company make no contribution to such Insurance Benefit during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plansperiod. The coverages under this Section 4(e) may be procured directly by the Company (or an any Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, plans themselves; provided that Executive the Employee and Executivethe Employee’s dependents comply with all of the terms conditions of the substitute medical or dental plans, and provided, further, that with the cost to the Company and its Affiliates shall not to exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentencecoverage. In the event Executive the Employee or any of Executivethe Employee’s dependents is or becomes become eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with which plan benefits that are comparable to Company (or any Affiliate) plan benefits, the Company’s and its Affiliates’ obligations coverage under this Section 4(eCompany (or any Affiliate) shall plans will cease with respect to for the eligible Executive Employee and/or dependent. Executive The Employee and ExecutiveEmployee’s dependents must notify the Company (or any Affiliate) of any subsequent employment and provide information regarding medical and/or dental coverage available. In the event the Company (or any Affiliate) discovers that the Employee and/or dependent has become employed and not provided the above notification, all payments and benefits under this Agreement will cease.

Medical and Dental Benefits. If Executive’s employment is by the Employer or any Affiliate or successor of the Employer shall be subject to a TerminationTermination as provided in subsections (c) or (d) above within the Employment Period, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or and dental plans of the Company Employer (or an any Affiliate) for active employees immediately prior to the Termination Datetermination, then, provided for as long as Executive is eligible for and elects coverage under the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall Employer will provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (18 months for a Termination during a Covered Period)coverage, with Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company Employer or an Affiliate during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; providedperiod, howeverbut in no event more than twelve (12) months following termination, that such The coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company Employer (or an any Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, plans themselves; provided that Executive and Executive’s dependents comply with all of the terms conditions of the substitute medical or dental plans, and provided, further, that with the cost to the Company and its Affiliates shall Employer not to exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentencecoverage. In the event Executive or any of Executive’s dependents is or becomes become eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with which plan benefits that are comparable to Company Employer (or any Affiliate) plan benefits, the Company’s and its Affiliates’ obligations coverage under this Section 4(eEmployer (or any Affiliate) shall plans will cease with respect to for the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company Employer (or any Affiliate) of any subsequent employment and provide information regarding medical and/or dental coverage available. In the event the Employer (or any Affiliate) discovers that Executive and/or dependent has become employed and not provided the above notification, all payments and benefits under this subsection (e) will cease.

Medical and Dental Benefits. If Executive’s employment is subject to a Termination, then refers to the extent coverage for the Employee and his spouse and dependants under the Company's group medical and dental plan, at no expense to the Employee, as if the Employee had continued as an employee, provided that Executive or any of Executive’s dependents may be covered such continued participation is possible under the terms of any medical or dental plans and provisions of the group medical and dental plan. In the event that participation by the Employee as a former employee, or by his spouse and dependants, in the group medical and dental plan is barred, or if the benefits to the Employee and his spouse and dependants (after taking into account Medicare benefits provided by Title XVIII of the Social Security Act) are reduced to a level below what they were on the date of his termination, or if the Employee elects at any time by notice in writing to the Company, the Company (or an Affiliate) for active employees shall arrange to provide the Employee and his spouse and dependants with benefits substantially similar to those which they were receiving under such group medical and dental plan immediately prior to the Termination Datedate of his termination, thensuch benefits to be provided at the Company's expense by means of individual insurance policies, provided Executive is eligible for and elects coverage under or if such policies cannot be obtained, from the health care continuation rules Company's assets. If at any time after termination of COBRAhis employment, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (18 months for a Termination during a Covered Period), Executive shall be required to pay the same amount as Executive would pay if Executive continued in Employee should accept employment with another employer and if the Company during such period and thereafter Executive shall be responsible for Employee should become covered under that employer's medical benefit plan, then effective on the full cost of such continued coverage; provided, however, date that such coverage shall be provided only commences, the obligation of the Company to provide any medical and dental benefits to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect Employee and his spouse and dependants, shall terminate. The medical and dental benefits provided to the applicable plansEmployee and his spouse and dependants after the date of the Employee's termination of employment are intended by the parties to be in lieu of the rights of the Employee to continuation coverage (commonly known as "COBRA") under Section 601 et seq. The coverages under this of the Employee Retirement Income Security Act of 1974 (ERISA), and Section 4(e) 4908B of the Internal Revenue Code of 1986, as amended (the "Code"), as either of the foregoing statutes may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage availableamended.

Medical and Dental Benefits. If Executive’s employment is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company Bank (or an Affiliate) for active employees #847539v2_IMAN_ - Xxxxxx First Community Financial Employment Agreement 4 immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company Bank shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For Termination for a period of twelve (12) 12 months (18 months for a Termination during a Covered Period)immediately following the Termination, such that Executive shall be required to pay pay, on a monthly basis, the same amount as Executive would pay if Executive continued in employment with the Company Employer during such period (with such monthly amount payable by Executive reduced by an amount equal to one-twelfth of the aggregate amount of Bank contributions to Executive’s health savings account during the 12-month period prior to Executive’s Termination), and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company Bank (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company Bank (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company Bank and its the Affiliates shall not exceed the cost for continued COBRA coverage under the CompanyBank’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company Bank (or Affiliate) plan benefits, the CompanyBank’s and its the Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company Bank of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment with the Company is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to received while Executive was employed with the TerminationCompany. For a period of twelve (12) months (18 months for a between the Termination during a Covered Period)Date and the Separation Date, Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage contribution by the Company shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable Company’s (or an Affiliate’s) plans. The coverages under this Section 4(e6(d) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the Company’s cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent an employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e6(d) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company (or an Affiliate) of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (18 months for a Termination during a Covered Period)months, Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s 's employment with the Company is subject to a Termination, then to the extent that Executive or any of Executive’s 's dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to received while Executive was employed with the TerminationCompany. For a period of twelve eighteen (1218) months (18 months for a Termination during a Covered Period)months, the Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage contribution by the Company shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable Company's (or an Affiliate's) plans. The coverages under this Section 4(e) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s 's dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the Company's cost for continued COBRA coverage under the Company’s 's (or an Affiliate’s's) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s 's dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent an employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ 's obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s 's dependents must notify the Company (or an Affiliate) of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive shall be entitled to elect to maintain Executive’s employment is subject to a Termination, then and his/her dependent’s health care benefit coverage to the same extent that provided for by and with the same Company/Executive or any of Executive’s dependents may be covered payment contribution percentages under the terms Company’s group plans as of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date. Such coverage shall extend for a term of one (1) year from the Termination Date (or, thenif Section 2(f) applies, provided one (1) year from the consummation of the Change in Control) unless Executive is eligible for and elects coverage becomes covered as an insured under the another employer’s or spousal health care continuation rules of COBRA, plan. At such time Executive shall notify the Company and the Company shall cease its obligation to provide Executive and those dependents with for continued health care benefits coverage. For tax purposes, this coverage equivalent may be considered income to the coverage in effect immediately prior to the TerminationExecutive. For a period of twelve (12) months (18 months for a Termination during a Covered Period), Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such Such coverage shall be provided only counted as coverage pursuant to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect continuation health coverage rules referred to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that as “COBRA.” If Executive and Executive’s dependents comply with all continue coverage pursuant to COBRA following the conclusion of the terms period that the Company makes premium payments hereunder, Executive will be responsible for the entire payment of such premiums required under COBRA for the remainder of the substitute medical applicable COBRA period. Any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive under a Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of Executive. Notwithstanding the foregoing, the Company may end the payment of premiums earlier (but not Executive’s eligibility for COBRA) if it reasonably determines that applicable laws or dental plansregulations are reasonably likely to cause the payment of these premiums to trigger taxes or penalties on the Company, and providedother participants or, further, that the cost to the Company and its Affiliates shall not exceed extent Executive would be taxed on more than the cost for continued COBRA coverage under amount of the Company’s (or an Affiliate’s) planspremiums, as set forth in the immediately preceding sentence. In the event Executive or any of to Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company Bank (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company Bank shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For Termination for a period of twelve (12) 12 months (18 months for a Termination during a Covered Period)immediately following the Termination, such that Executive shall be required to pay pay, on a monthly basis, the same amount as Executive would pay if Executive continued in employment with the Company Employer during such period (with such monthly amount payable by Executive reduced by an amount equal to one-twelfth of the aggregate amount of Bank contributions to Executive’s health savings account during the 12-month period prior to Executive’s Termination), and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company Bank (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company Bank (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company Bank and its the Affiliates shall not exceed the cost for continued COBRA coverage under the CompanyBank’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company Bank (or Affiliate) plan benefits, the CompanyBank’s and its the Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company Bank of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is subject to a an Involuntary Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide provide, at the Company’s expense, Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For Involuntary Termination for a period of twelve eighteen (1218) months (18 months for a following the Termination during a Covered Period)Date, Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coveragecoverage if the coverage continues beyond such period; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage available.

Medical and Dental Benefits. If Executive’s employment is by the Bank or any Affiliate or successor of the Bank shall be subject to a TerminationTermination as provided in Sections 6(c) or 6(d) above within the Employment Period, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or and dental plans of the Company Bank (or an any Affiliate) for active employees immediately prior to the Termination Datetermination, then, provided for as long as Executive is eligible for and elects coverage under the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall Bank will provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of twelve (12) months (18 months for a Termination during a Covered Period)coverage, with Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company Bank or an Affiliate during such period and thereafter Executive shall be responsible for the full cost of period, but in no event more than twelve (12) months (twenty-four (24) months if such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliatetermination occurs during a Covered Period) or violate any nondiscrimination requirements then applicable with respect to the applicable plansfollowing termination. The coverages under this Section 4(e) coverage may be procured directly by the Company Bank (or an any Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, plans themselves; provided that Executive and Executive’s dependents comply with all of the terms conditions of the substitute medical or dental plans, and provided, further, that with the cost to the Company and its Affiliates shall Bank not to exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentencecoverage. In the event Executive or any of Executive’s dependents is or becomes become eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with which plan benefits that are comparable to Company Bank (or any Affiliate) plan benefits, the Company’s and its Affiliates’ obligations coverage under this Section 4(eBank (or any Affiliate) shall plans will cease with respect to for the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company Bank (or any Affiliate) of any subsequent employment and provide information regarding medical and/or dental coverage available. In the event the Bank (or any Affiliate) discovers that Executive and/or dependent has become employed and not provided the above notification, all payments and benefits under this Section 6(e) will cease.