U.S. Uses in COBRA Clause

COBRA from Employee Matters Agreement

THIS EMPLOYEE MATTERS AGREEMENT, dated as of [*], 2016 (this Agreement), is by and between Johnson Controls plc, a public limited company organized under the laws of Ireland (Johnson Controls), and Adient plc, a public limited corporation organized under the laws of England and Wales (Adient). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Article I or ascribed to them in the Separation and Distribution Agreement.

COBRA. The Johnson Controls Group shall continue to be responsible for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA and the corresponding provisions of the Johnson Controls U.S. Welfare Plans with respect to any Johnson Controls Group Employee and any Former Johnson Controls Group Employee who is a U.S. Employee (and his or her covered dependents) who incur a qualifying event under COBRA before, as of, or after the Effective Time. Effective as of the Effective Time (or, if earlier, the date on which the Adient U.S. Retiree Medical Plan is established), the Adient Group shall assume responsibility for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Adient U.S. Welfare Plans with respect to any Adient Group Employee or Former Adient Group Employee who is a U.S. Employee (and his or her covered dependents) who incurs a qualifying event or loss of coverage under the Johnson Controls U.S. Welfare Plans and/or the Adient U.S. Welfare Plans before, as of, or after the Effective Time. The Parties agree that the consummation of the transactions contemplated by the Separation and Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

COBRA from Employee Matters Agreement

This Employee Matters Agreement, dated as of February 9, 2014, is made and entered by and among Ikaria, Inc., a Delaware Corporation (Ikaria), and Bellerophon Therapeutics LLC, a Delaware limited liability company (R&DCo). Ikaria and R&DCo are sometimes referred to herein individually as a Party and together as the Parties. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them by the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the Separation and Distribution Agreement).

COBRA. R&DCo shall be responsible for liability associated with the continuation coverage requirements for group health plans under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), with respect to any R&DCo Employee and any of his or her dependents having rights derived from such R&DCo Employee with respect to qualified events incurred during any period commencing immediately following Distribution Date (or Transfer Date, as applicable). Ikaria shall be responsible for liability associated with COBRA with respect to any Employee and any of his or her dependents having rights derived from such Employee where such individual has incurred an initial qualifying event prior to or through the Distribution Date (or Transfer Date), including any qualifying event incurred in connection with the transactions contemplated by this Agreement or the Separation and Distribution Agreement.

COBRA from Employee Matters Agreement

EMPLOYEE MATTERS AGREEMENT (this Agreement), dated as of June 4, 2014, by and between TIME WARNER INC., a Delaware corporation (TWX), and TIME INC., a Delaware corporation (Time, and together with TWX, the Parties).

COBRA. Where a Time Employee, Salary Continuation Former Employee or Former Time Employee (or any of their respective dependents or beneficiaries) was continuing health coverage pursuant to COBRA or an applicable similar state law prior to January 1, 2014 or is eligible for COBRA continuation coverage because of the occurrence of a qualifying event (within the meaning of COBRA) (or similar event under applicable similar state law) that occurred prior to January 1, 2014, TWX and the TWX Welfare Plans shall, subject to Section 16.03, be responsible for all Liabilities to such Employee (or his or her eligible dependents) in respect of COBRA and any applicable similar state laws. Where a Time Employee, Salary Continuation Former Employee or Former Time Employee (or any of their respective dependents or beneficiaries) begins continuing health coverage pursuant to COBRA or an applicable similar state law on or after January 1, 2014 or is eligible for COBRA continuation coverage because of the occurrence of a qualifying event (or similar event under applicable similar state law) occurring on or after January 1, 2014, Time and the Time Welfare Plans shall be responsible for all Liabilities to such Employee (or his or her eligible dependents) in respect of COBRA and any applicable similar state laws. Time shall indemnify, defend and hold harmless the members of the TWX Group from and against any and all Liabilities relating to, arising out of or resulting from COBRA provided by Time, or the failure of Time to meet its COBRA obligations, to Time Employees, Salary Continuation Former Employees, Former Time Employees and their respective eligible dependents.

COBRA from Employee Matters Agreement

This Employee Matters Agreement, dated as of February 9, 2014, is made and entered by and among Ikaria, Inc., a Delaware Corporation (Ikaria), and Bellerophon Therapeutics LLC, a Delaware limited liability company (R&DCo). Ikaria and R&DCo are sometimes referred to herein individually as a Party and together as the Parties. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them by the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the Separation and Distribution Agreement).

COBRA. R&DCo shall be responsible for liability associated with the continuation coverage requirements for group health plans under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), with respect to any R&DCo Employee and any of his or her dependents having rights derived from such R&DCo Employee with respect to qualified events incurred during any period commencing immediately following Distribution Date (or Transfer Date, as applicable). Ikaria shall be responsible for liability associated with COBRA with respect to any Employee and any of his or her dependents having rights derived from such Employee where such individual has incurred an initial qualifying event prior to or through the Distribution Date (or Transfer Date), including any qualifying event incurred in connection with the transactions contemplated by this Agreement or the Separation and Distribution Agreement.

COBRA from Employee Matters Agreement

EMPLOYEE MATTERS AGREEMENT (this Agreement), dated as of , 2014, by and between TIME WARNER INC., a Delaware corporation (TWX), and TIME INC., a Delaware corporation (Time, and together with TWX, the Parties).

COBRA. Where a Time Employee, Salary Continuation Former Employee or Former Time Employee (or any of their respective dependents or beneficiaries) was continuing health coverage pursuant to COBRA or an applicable similar state law prior to January 1, 2014 or is eligible for COBRA continuation coverage because of the occurrence of a qualifying event (within the meaning of COBRA) (or similar event under applicable similar state law) that occurred prior to January 1, 2014, TWX and the TWX Welfare Plans shall, subject to Section 16.03, be responsible for all Liabilities to such Employee (or his or her eligible dependents) in respect of COBRA and any applicable similar state laws. Where a Time Employee, Salary Continuation Former Employee or Former Time Employee (or any of their respective dependents or beneficiaries) begins continuing health coverage pursuant to COBRA or an applicable similar state law on or after January 1, 2014 or is eligible for COBRA continuation coverage because of the occurrence of a qualifying event (or similar event under applicable similar state law) occurring on or after January 1, 2014, Time and the Time Welfare Plans shall be responsible for all Liabilities to such Employee (or his or her eligible dependents) in respect of COBRA and any applicable similar state laws. Time shall indemnify, defend and hold harmless the members of the TWX Group from and against any and all Liabilities relating to, arising out of or resulting from COBRA provided by Time, or the failure of Time to meet its COBRA obligations, to Time Employees, Salary Continuation Former Employees, Former Time Employees and their respective eligible dependents.

COBRA from Employee Matters Agreement

This Employee Matters Agreement (this Agreement) dated as of October 25, 2012, is made and entered by and among Dean Foods Company, a Delaware Corporation (Dean Foods), The WhiteWave Foods Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (WhiteWave) and WWF Operating Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (WWF Operating Company and together with WhiteWave, the WhiteWave Companies).

COBRA. As of the Close of the Distribution Date, WhiteWave shall be responsible for administering compliance with the continuation coverage requirements for group health plans under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), with respect to WhiteWave Employees, Former WhiteWave Employees and any of their dependents having rights derived from such WhiteWave Employees for the period after the Close of the Distribution Date. WhiteWave shall assume any Liabilities of Dean Foods and the Dean Foods Plans to provide COBRA coverage to any WhiteWave Employee and any of their dependents who incurred a qualifying event under COBRA on or prior to the Distribution Date and who is still eligible to receive such continuing coverage after the Distribution Date.

COBRA from Employee Matters Agreement

This Employee Matters Agreement (this Agreement) dated as of October 25, 2012, is made and entered by and among Dean Foods Company, a Delaware Corporation (Dean Foods), The WhiteWave Foods Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (WhiteWave) and WWF Operating Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (WWF Operating Company and together with WhiteWave, the WhiteWave Companies).

COBRA. As of the Close of the Distribution Date, WhiteWave shall be responsible for administering compliance with the continuation coverage requirements for group health plans under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), with respect to WhiteWave Employees, Former WhiteWave Employees and any of their dependents having rights derived from such WhiteWave Employees for the period after the Close of the Distribution Date. WhiteWave shall assume any Liabilities of Dean Foods and the Dean Foods Plans to provide COBRA coverage to any WhiteWave Employee and any of their dependents who incurred a qualifying event under COBRA on or prior to the Distribution Date and who is still eligible to receive such continuing coverage after the Distribution Date.

COBRA from Employee Matters Agreement

This Employee Matters Agreement (this Agreement) dated as of , 2012, is made and entered by and among Dean Foods Company, a Delaware Corporation (Dean Foods), The WhiteWave Foods Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (WhiteWave) and WWF Operating Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (WWF Operating Company and together with WhiteWave, the WhiteWave Companies).

COBRA. As of the Close of the Distribution Date, WhiteWave shall be responsible for administering compliance with the continuation coverage requirements for group health plans under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), with respect to WhiteWave Employees, Former WhiteWave Employees and any of their dependents having rights derived from such WhiteWave Employees for the period after the Close of the Distribution Date. WhiteWave shall assume any Liabilities of Dean Foods and the Dean Foods Plans to provide COBRA coverage to any WhiteWave Employee and any of their dependents who incurred a qualifying event under COBRA on or prior to the Distribution Date and who is still eligible to receive such continuing coverage after the Distribution Date.

COBRA from Employee Matters Agreement

This Employee Matters Agreement (this Agreement) dated as of , 2012, is made and entered by and among Dean Foods Company, a Delaware Corporation (Dean Foods), The WhiteWave Foods Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (WhiteWave) and WWF Operating Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (WWF Operating Company and together with WhiteWave, the WhiteWave Companies).

COBRA. As of the Close of the Distribution Date, WhiteWave shall be responsible for administering compliance with the continuation coverage requirements for group health plans under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), with respect to WhiteWave Employees, Former WhiteWave Employees and any of their dependents having rights derived from such WhiteWave Employees for the period after the Close of the Distribution Date. WhiteWave shall assume any Liabilities of Dean Foods and the Dean Foods Plans to provide COBRA coverage to any WhiteWave Employee and any of their dependents who incurred a qualifying event under COBRA on or prior to the Distribution Date and who is still eligible to receive such continuing coverage after the Distribution Date.

COBRA from Severance Plan

COBRA. means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time.