Common use of COBRA Premiums Clause in Contracts

COBRA Premiums. If you timely elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following your Involuntary Termination date, the Company shall pay directly to the health care carrier the full amount of your COBRA premiums on behalf of you for your continued coverage under the Company’s group health plans, including coverage for your eligible dependents, until the earliest of (i) the end of the Severance Period following the date of your Involuntary Termination, (ii) the expiration of your eligibility for the continuation coverage under COBRA, or (iii) the date when you become eligible for substantially equivalent health insurance coverage for you and your eligible dependents in connection with new employment (such period from your termination date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of the COBRA Payment Period, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Paragraph, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility. You agree to promptly notify the Company as soon as you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on your behalf, the Company will instead pay you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of your monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to your election of COBRA coverage or payment of COBRA premiums and without regard to your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Payments under this Section 5(b) shall be treated as taxable income to you to the extent, and only to the extent, they would otherwise result in the benefits received by you being treated as taxable income under Internal Revenue Code Section 105(h) or otherwise.

COBRA Premiums. If you timely elect continued An eligible Employee's existing coverage under the Company's group health plan (and, if applicable, the existing group health coverage for eligible dependents) will end on the last day of the month in which the eligible Employee's employment terminates. The eligible Employee and his eligible dependents may then be eligible to elect temporary continuation coverage under the Company's group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended (“"COBRA”) following your Involuntary Termination date"). The eligible Employee (and, the Company shall pay directly to the health care carrier the full amount of your COBRA premiums on behalf of you for your continued coverage under the Company’s group health plansif applicable, including coverage for your his eligible dependents, until the earliest of (i) the end of the Severance Period following the date of your Involuntary Termination, (ii) the expiration of your eligibility for the will be provided with a COBRA election form and notice which describe his rights to continuation coverage under COBRA. If an eligible Employee elects COBRA continuation coverage, or (iii) then the date when you become eligible Company will pay for substantially equivalent health insurance COBRA coverage for you and your eligible dependents in connection with new employment (such period from your termination date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of the COBRA Payment Period, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Paragraph, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company payments shall not include any amounts payable by you under an Internal Revenue Code COBRA coverage with respect to the Company's Section 125 health care reimbursement plan) for (i) eighteen (18) months, which amountsor (ii) the maximum period permitted under COBRA guidelines, if any, are your sole responsibilitybut not to exceed 24 months. You agree to promptly notify the Company as soon as you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide If Employee does exhaust the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on your behalfperiod, the Company will instead pay you on reimburse Employee for the last day cost of each remaining month an individual health insurance policy in an amount not to exceed the amount of the COBRA Payment Period a fully taxable cash payment equal to the value of your monthly COBRA premium previously paid by the Company pursuant to this paragraph for the first month remainder of COBRA the two year period following Employee's termination of employment. After such period of Company-paid coverage, subject to the eligible employee (and, if applicable, his eligible dependents) may continue coverage at his own expense in accordance with COBRA or other applicable tax withholding (such amountlaws. No provision of this agreement will affect the continuation coverage rules under COBRA. Therefore, the “Special Severance Payment”)period during which the eligible employee must elect to continue the Company's group health plan coverage under COBRA, such Special Severance Payment to the length of time during which COBRA coverage will be made without regard available to your election the eligible employee, and all the eligible employee's other rights and obligations under COBRA will be applied in the same manner that such rules would apply in the absence of this Plan. In the event, however, an Employee becomes eligible for benefits under another plan prior to the expiration of the period in which the Company is paying benefit premiums, the Company shall no longer be obligated to pay such benefit premiums. The Employee is required to notify the Company of eligibility for benefits under another plan and is expected to enroll in the new group plan at the first eligible opportunity unless Employee chooses, at Employee's sole expense, to continue COBRA coverage or benefits through the Company. If Employee fails to notify the Company of Employee's eligibility for alternative benefits, the Company shall have the right to discontinue payment of COBRA premiums and without regard upon thirty (30) days notice to your continued eligibility for Employee. In no event shall a cash payment be made to Employee in lieu of the payment of COBRA premiums. The payment of COBRA premiums by the Company shall not extend the maximum eligible COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Payments under this Section 5(b) shall be treated as taxable income to you to the extent, and only to the extent, they would otherwise result in the benefits received by you being treated as taxable income under Internal Revenue Code Section 105(h) or otherwiseperiod.

COBRA Premiums. If you Provided Employee timely elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following your Involuntary Termination date, the Company shall pay directly makes an election to the health care carrier the full amount of your COBRA premiums on behalf of you for your continued continue coverage under the Company’s or the Surviving Company’s group health plansplan pursuant to COBRA, including coverage the Company or the Surviving Company will pay Employee’s COBRA premiums for your eligible dependents, until a maximum period of nine (9) months following the earliest of (i) the end effective date of the Severance Period following the date of your Involuntary Termination, (ii) the expiration of your eligibility for the continuation coverage under COBRA, or (iii) the date when you become eligible for substantially equivalent health insurance coverage for you and your eligible dependents Release executed in connection with new employment Employee’s termination without Cause or Good Reason Resignation (such period from your termination date through the earliest of (i) through (iii), the “COBRA Payment Continuation Period”). Upon In addition, if Employee’s spouse and/or dependents were enrolled in the Company’s or the Surviving Company’s group health plan on the effective date of Employee’s termination without Cause or Good Reason Resignation, the Company will pay the COBRA premiums for Employee’s eligible dependents during the same nine (9) month period, but only to the same extent that such dependents’ premiums under such plan were paid by the Company or the Surviving Company prior to the effective date of Employee’s termination without Cause or Good Reason Resignation. No provision of this Agreement will affect the continuation coverage rules under COBRA, except that the Company’s or the Surviving Company’s payment of any applicable premiums during the COBRA Continuation Period will be credited as payment by Employee for purposes of the Employee’s payment required under COBRA. At the conclusion of the COBRA Payment Continuation Period, you Employee will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the remaining duration of your eligible COBRA coverage periodeligibility for COBRA, if any. For purposes Nothing in this Section 2.1(c) shall restrict the ability of this Paragraph, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by you under an Internal Revenue Code Section 125 or its successor from changing the provider and/or some or all of the terms of such health care reimbursement insurance plan, which amountsprovided that all similarly situated participants are treated the same and provided, if anyfurther, are your sole responsibility. You agree that Employee and Employee’s eligible dependents receive approximately the same benefits they were eligible to promptly notify receive prior to the Company as soon as you become eligible for change in provider and/or some or all of the terms of such health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on your behalf, the Company will instead pay you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of your monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to your election of COBRA coverage or payment of COBRA premiums and without regard to your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Payments under this Section 5(b) shall be treated as taxable income to you to the extent, and only to the extent, they would otherwise result in the benefits received by you being treated as taxable income under Internal Revenue Code Section 105(h) or otherwiseplan.

COBRA Premiums. If you timely elect continued Assuming that the Consultant is eligible under the Company's group health plan (and, if applicable, the existing group health coverage for eligible dependents), such coverage will end on the last day of the month in which the Consultant's employment terminates. In the event Consultant does not qualify, or becomes ineligible, for Company's medical, dental, vision, short or long term disability or other health insurance coverage, the Company agrees to provide equivalent continuing medical coverage (for Consultant and any eligible dependents), as outlined herein this section, through an individual policy(s) or the equivalent, as mutually agreed upon by the Consultant and the Company. The eligible Consultant and his eligible dependents may then be eligible to elect temporary continuation coverage under the Company's group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended (“"COBRA”) following your Involuntary Termination date"). The eligible Consultant (and, the Company shall pay directly to the health care carrier the full amount of your COBRA premiums on behalf of you for your continued coverage under the Company’s group health plansif applicable, including coverage for your his eligible dependents, until the earliest of (i) the end of the Severance Period following the date of your Involuntary Termination, (ii) the expiration of your eligibility for the will be provided with a COBRA election form and notice which describe his rights to continuation coverage under COBRA. If an eligible Consultant elects COBRA continuation coverage, or (iii) then the date when you become eligible Company will pay for substantially equivalent health insurance COBRA coverage for you and your eligible dependents in connection with new employment (such period from your termination date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of the COBRA Payment Period, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Paragraph, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company payments shall not include any amounts payable by you under an Internal Revenue Code COBRA coverage with respect to the Company's Section 125 health care reimbursement plan) for (i) eighteen (18) months, which amounts, if any, are your sole responsibilityor (ii) the maximum period permitted under COBRA. You agree to promptly notify If Consultant does exhaust the Company as soon as you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the applicable COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on your behalfperiod, the Company will instead pay you on reimburse Consultant for the last day cost of each remaining month an individual health insurance policy in an amount not to exceed the amount of the COBRA Payment Period a fully taxable cash payment equal to the value of your monthly COBRA premium previously paid by the Company pursuant to this paragraph for the first month remainder of COBRA the three year period following Consultant's termination of employment. After such period of Company-paid coverage, subject to the eligible Consultant (and, if applicable, his eligible dependents) may continue coverage at his own expense in accordance with COBRA or other applicable tax withholding (such amountlaws. No provision of this agreement will affect the continuation coverage rules under COBRA. Therefore, the “Special Severance Payment”)period during which the eligible Consultant must elect to continue the Company's group health plan coverage under COBRA, such Special Severance Payment to the length of time during which COBRA coverage will be made without regard available to your election the eligible Consultant, and all the eligible Consultant's other rights and obligations under COBRA will be applied in the same manner that such rules would apply in the absence of this Plan. In the event, however, Consultant becomes eligible for benefits under another plan prior to the expiration of the period in which the Company is paying benefit premiums, the Company shall no longer be obligated to pay such benefit premiums. The Consultant is required to notify the Company of eligibility for benefits under another plan and is expected to enroll in the new group plan at the first eligible opportunity unless Consultant chooses, at Consultant's sole expense, to continue COBRA coverage or benefits through the Company. If Consultant fails to notify the Company of Consultant's eligibility for alternative benefits, the Company shall have the right to discontinue payment of COBRA premiums and without regard upon thirty (30) days notice to your continued eligibility for Consultant. In no event shall a cash payment be made to Consultant in lieu of the payment of COBRA premiums. The payment of COBRA premiums by the Company shall not extend the maximum eligible COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Payments under this Section 5(b) shall be treated as taxable income to you to the extent, and only to the extent, they would otherwise result in the benefits received by you being treated as taxable income under Internal Revenue Code Section 105(h) or otherwiseperiod.

COBRA Premiums. If you timely elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following your Involuntary Termination dateSubject to Section 3(a), the Company shall pay directly will reimburse Employee for a portion of the cost of continued healthcare coverage under COBRA for Employee and Employee’s eligible dependents, if any, with such portion limited to the health care carrier amount the full amount of your COBRA premiums on behalf of you for your continued coverage under the CompanyCompany would have otherwise contributed towards Employee’s group health plansinsurance as an active employee (the “COBRA Coverage Reimbursement”), including coverage for your eligible dependentscommencing on April 1, 2024 and continuing until the earliest of (i) the end of the Severance Consulting Period following the date of your Involuntary TerminationEnd Date, (ii) the expiration of your eligibility for the continuation coverage date upon which Employee (and Employee’s eligible dependents, as applicable) becomes covered under COBRAsimilar plans, or (iii) the date when you become upon which Employee ceases to be eligible for substantially equivalent health insurance coverage for you and your eligible dependents in connection with new employment under COBRA (such period from your termination date through the earliest of (i) through (iii)period, the “COBRA Payment Coverage Reimbursement Period”). Upon The COBRA Coverage Reimbursement under this Section is subject to Employee electing COBRA continuation coverage within the conclusion of the COBRA Payment Period, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under time period prescribed pursuant to COBRA for the duration of your Employee and Employee’s eligible COBRA coverage perioddependents, if any. For purposes of this Paragraph, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by If the Company shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility. You agree to promptly notify the Company as soon as you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, determines in its sole discretion, discretion that it cannot provide the COBRA premium benefits Coverage Reimbursement without potentially incurring financial costs violating, or penalties under being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying any COBRA premiums directly to the carrier on your behalfCoverage Reimbursement, the Company will instead pay you provide to Employee a taxable monthly payment payable on the last day of each remaining a given month of (except as provided by the COBRA Payment Period a fully taxable cash payment immediately following sentence), in an amount equal to the value of your monthly COBRA premium for the first month of Coverage Reimbursement (each, a “COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Replacement Payment”), such Special Severance Payment to which COBRA Replacement Payments will be made without regard to your election regardless of whether Employee elects COBRA continuation coverage and will end on the earlier of (x) the date upon which Employee obtains other employment or (y) the date the Company has paid an amount totaling the number of COBRA coverage or payment Replacement Payments equal to the number of COBRA premiums and without regard to your continued eligibility for COBRA coverage during months in the COBRA Payment Coverage Reimbursement Period. Such Special Severance Payment shall end upon expiration For the avoidance of doubt, the COBRA Replacement Payments may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to any applicable withholdings. Notwithstanding anything to the contrary under this Agreement, if the Company determines in its sole discretion at any time that it cannot provide the COBRA Replacement Payments without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Employee will not receive the COBRA Payment Period. Replacement Payments under this Section 5(b) shall be treated as taxable income to you to the extent, and only to the extent, they would otherwise result in the benefits received by you being treated as taxable income under Internal Revenue Code Section 105(h) or otherwiseany reimbursement for further COBRA coverage.

COBRA Premiums. If you timely elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following your Involuntary Termination date, the Company shall will pay directly to the health care carrier the full amount of your COBRA premiums on behalf of you for to continue your continued coverage under the Company’s group health plans, (including coverage for your eligible dependents, until if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Separation Date and ending on the earliest of to occur of: (i) the end of date that is nine (9) months after the Severance Period following the date of your Involuntary Termination, Separation Date; (ii) the expiration of your eligibility date you become eligible for the continuation group health insurance coverage under COBRA, through a new employer; or (iii) the date when you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for substantially equivalent health insurance coverage for you and your eligible dependents in connection with new employment (such period from your termination date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of during the COBRA Payment Premium Period, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Paragraph, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility. You agree to promptly must immediately notify the Company as soon as you become eligible for health insurance coverage in connection with new employment or self-employmentwriting of such event. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on your behalf, the Company will instead shall pay you to you, on the last first day of each remaining month of the COBRA Payment Period calendar month, a fully taxable cash payment equal to the value of applicable COBRA premiums for that month (including premiums for you and your monthly COBRA premium for the first month of eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholding withholdings (such amount, the “Special Severance Cash Payment”), such Special Severance Payment to be made without regard to your election of COBRA coverage or payment of COBRA premiums and without regard to your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration remainder of the COBRA Payment Premium Period. You may, but are not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. On the thirtieth (30th) day following your Separation from Service, the Company will make the first payment to you under this Section 5(b) shall be treated as taxable income paragraph, in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to you to through such date had the extentSpecial Cash Payments commenced on the first day of the first month following the Separation from Service through such thirtieth (30th) day, and only to with the extent, they would otherwise result in balance of the benefits received by you being treated as taxable income under Internal Revenue Code Section 105(h) or otherwiseSpecial Cash Payments paid thereafter on the schedule described above.

COBRA Premiums. If you Provided the Covered Employee is eligible for and timely elect continued group health plan makes the necessary elections for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following your Involuntary Termination date, pursuant to COBRA the Company shall pay directly to the health care carrier applicable premiums (inclusive of premiums for the full amount of your COBRA premiums on behalf of you Covered Employee’s dependents) for your continued such coverage under the Company’s group health plans, including coverage for your eligible dependents, until the earliest of (i) the end of the Severance Period following the date of your Involuntary Termination, (ii) the expiration of your eligibility Covered Employee’s Covered Termination for up to the continuation coverage under COBRA, or (iii) the date when you become eligible for substantially equivalent health insurance coverage for you and your eligible dependents in connection with new employment CIC Severance Period (such period from your termination date through the earliest of (i) through (iii)months, the “CIC COBRA Payment Period”) (but in no event after such time as the Covered Employee is eligible for coverage under a health, dental or vision insurance plan of a subsequent employer or as the Covered Employee and the Covered Employee’s dependents are no longer eligible for COBRA coverage). Upon the conclusion of the COBRA Payment Period, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Paragraph, (1) references to COBRA The Covered Employee shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility. You agree to promptly notify the Company as soon as you become immediately if the Covered Employee becomes covered by a health, dental, or vision insurance plan of a subsequent employer or if the Covered Employee’s dependents are no longer eligible for health insurance coverage in connection with new employment or self-employmentCOBRA coverage. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to on the carrier on your Covered Employee’s behalf, the Company will instead pay you such Covered Employee on the last day of each remaining month of the CIC COBRA Payment Period a fully taxable cash payment equal to the value of your monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to your the Covered Employee’s election of COBRA coverage or payment of COBRA premiums and without regard to your such Covered Employee’s continued eligibility for COBRA coverage during the CIC COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the CIC COBRA Payment Period. Payments under this Section 5(b) shall be treated as taxable income to you to the extent, and only to the extent, they would otherwise result in the benefits received by you being treated as taxable income under Internal Revenue Code Section 105(h) or otherwise.

COBRA Premiums. If you timely elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following your Involuntary Termination date, the Company shall will pay directly to the health care carrier the full amount of your COBRA premiums on behalf of you for to continue your continued coverage under the Company’s group health plans, (including coverage for your eligible dependents, until if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Separation Date and ending on the earliest of to occur of: (i) the end of date that is nine (9) months after the Severance Period following the date of your Involuntary Termination, Separation Date; (ii) the expiration of your eligibility date you become eligible for the continuation group health insurance coverage under COBRA, through a new employer; or (iii) the date when you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer's group health plan or otherwise cease to be eligible for substantially equivalent health insurance coverage for you and your eligible dependents in connection with new employment (such period from your termination date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of during the COBRA Payment Premium Period, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Paragraph, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility. You agree to promptly must immediately notify the Company as soon as you become eligible for health insurance coverage in connection with new employment or self-employmentwriting of such event. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on your behalf, the Company will instead shall pay you to you, on the last first day of each remaining month of the COBRA Payment Period calendar month, a fully taxable cash payment equal to the value of applicable COBRA premiums for that month (including premiums for you and your monthly COBRA premium for the first month of eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholding withholdings (such amount, the “Special Severance Cash Payment”), such Special Severance Payment to be made without regard to your election of COBRA coverage or payment of COBRA premiums and without regard to your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration remainder of the COBRA Payment Premium Period. You may, but are not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. On the thirtieth (30th) day following your Separation from Service, the Company will make the first payment to you under this Section 5(b) shall be treated as taxable income paragraph, in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to you to through such date had the extentSpecial Cash Payments commenced on the first day of the first month following the Separation from Service through such thirtieth (30th) day, and only to with the extent, they would otherwise result in balance of the benefits received by you being treated as taxable income under Internal Revenue Code Section 105(h) or otherwiseSpecial Cash Payments paid thereafter on the schedule described above.

COBRA Premiums. If you timely elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following your Involuntary Termination date, the Company shall will pay directly to the health care carrier the full amount of your COBRA premiums on behalf of you for to continue your continued coverage under the Company’s group health plans, (including coverage for your eligible dependents, until if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Separation Date and ending on the earliest of to occur of: (i) the end of date that is eighteen (18) months after the Severance Period following the date of your Involuntary Termination, Separation Date; (ii) the expiration of your eligibility date you become eligible for the continuation group health insurance coverage under COBRA, through a new employer; or (iii) the date when you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer's group health plan or otherwise cease to be eligible for substantially equivalent health insurance coverage for you and your eligible dependents in connection with new employment (such period from your termination date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of during the COBRA Payment Premium Period, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Paragraph, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility. You agree to promptly must immediately notify the Company as soon as you become eligible for health insurance coverage in connection with new employment or self-employmentwriting of such event. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide pay the COBRA premium benefits Premiums without potentially incurring financial costs or penalties under a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on your behalf, the Company will instead shall pay you to you, on the last first day of each remaining month of the COBRA Payment Period calendar month, a fully taxable cash payment equal to the value of applicable COBRA premiums for that month (including premiums for you and your monthly COBRA premium for the first month of eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholding withholdings (such amount, the “Special Severance Cash Payment”), such Special Severance Payment to be made without regard to your election of COBRA coverage or payment of COBRA premiums and without regard to your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration remainder of the COBRA Payment Premium Period. You may, but are not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. On the thirtieth (30th) day following your Separation from Service, the Company will make the first payment to you under this Section 5(b) shall be treated as taxable income paragraph, in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to you to through such date had the extentSpecial Cash Payments commenced on the first day of the first month following the Separation from Service through such thirtieth (30th) day, and only to with the extent, they would otherwise result in balance of the benefits received by you being treated as taxable income under Internal Revenue Code Section 105(h) or otherwiseSpecial Cash Payments paid thereafter on the schedule described above.

COBRA Premiums. If you Provided the Covered Employee is eligible for and timely elect continued group health plan makes the necessary elections for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following your Involuntary Termination date, pursuant to COBRA the Company shall pay directly to the health care carrier applicable premiums (inclusive of premiums for the full amount of your COBRA premiums on behalf of you Covered Employee’s dependents) for your continued such coverage under the Company’s group health plans, including coverage for your eligible dependents, until the earliest of (i) the end of the Severance Period following the date of your Involuntary Termination, (ii) the expiration of your eligibility Covered Employee’s Covered Termination for the continuation coverage under COBRA, or (iii) the date when you become eligible for substantially equivalent health insurance coverage for you and your eligible dependents in connection with new employment Standard Severance Period (such period from your termination date through the earliest of (i) through (iii)months, the ““ Standard COBRA Payment Period”) (but in no event after such time as the Covered Employee is eligible for coverage under a health, dental or vision insurance plan of a subsequent employer or as the Covered Employee and the Covered Employee’s dependents are no longer eligible for COBRA coverage). Upon the conclusion of the COBRA Payment Period, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Paragraph, (1) references to COBRA The Covered Employee shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility. You agree to promptly notify the Company as soon as you become immediately if the Covered Employee becomes covered by a health, dental, or vision insurance plan of a subsequent employer or if the Covered Employee’s dependents are no longer eligible for health insurance coverage in connection with new employment or self-employmentCOBRA coverage. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to on the carrier on your Covered Employee’s behalf, the Company will instead pay you such Covered Employee on the last day of each remaining month of the Standard COBRA Payment Period a fully taxable cash payment equal to the value of your monthly COBRA premium for the first month of COBRA coveragethat month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to your the Covered Employee’s election of COBRA coverage or payment of COBRA premiums and without regard to your such Covered Employee’s continued eligibility for COBRA coverage during the Standard COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the Standard COBRA Payment Period. Payments under this Section 5(b) shall be treated as taxable income to you to the extent, and only to the extent, they would otherwise result in the benefits received by you being treated as taxable income under Internal Revenue Code Section 105(h) or otherwise.

COBRA Premiums. If you timely elect continued You will receive information about your right to continue your group health plan continuation insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following after the Resignation Date. In order to continue your Involuntary Termination datecoverage, you must file the required election form. If you sign and do not revoke this Agreement and elect to continue group health insurance coverage under COBRA, then the Company will pay your monthly premium under COBRA for yourself and, if applicable, all your qualifying dependents (collectively, the Company shall pay directly to the health care carrier the full amount of your “COBRA premiums on behalf of you for your continued coverage under the Company’s group health plans, including coverage for your eligible dependents, Premium Amount”) until the earliest earlier of (ia) the end close of the Severance Period twelve-month period following the date of your Involuntary Termination, month in which the Resignation Date occurs and (iib) the expiration of your (or your dependents’) eligibility for the continuation coverage under COBRA, or COBRA (iii) the date when you become eligible for substantially equivalent health insurance coverage for you and your eligible dependents in connection with new employment (such period from your termination date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of If you and/or your qualifying dependents choose health insurance coverage other than through COBRA, during the COBRA Payment Period, the Company will reimburse you will be responsible for in an amount (the entire payment of premiums (or payment for “Other Coverage Amount”) up to but not exceeding the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage periodPremium Amount, if any. For purposes of this Paragraph, (1) references to COBRA which amount shall be deemed subject to refer also applicable mandatory withholding only. You acknowledge that you and your qualifying dependents otherwise would not have been entitled to analogous provisions any continuation of state law and (2) any applicable insurance premiums that are Company-paid by the Company shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibilityinsurance. You agree to that you will promptly notify the Company as soon as in the event that (a) you become have obtained other employment or are eligible for alternative health insurance care coverage in connection or (b) you no longer need the Company’s assistance with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly respect to the carrier on your behalf, the Company will instead pay you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of your monthly COBRA premium for Premium Amount or the first month of COBRA coverageOther Coverage Amount, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to your election of COBRA coverage or payment of COBRA premiums and without regard to your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. Payments under this Section 5(b) shall be treated as taxable income to you to the extent, and only to the extent, they would otherwise result in the benefits received by you being treated as taxable income under Internal Revenue Code Section 105(h) or otherwiseapplicable.

COBRA Premiums. If you timely elect continued group health plan continuation coverage under Subject to the Consolidated Omnibus Budget Reconciliation Act terms of 1985 (“COBRA”) following your Involuntary Termination datethis Section 2.B., the Company shall will pay directly to the health care carrier the full amount of your COBRA premiums on behalf of you for your continued coverage under COBRA (as defined below) for the Executive and the Executive’s eligible dependents, if any, at the rates then in effect, subject to any subsequent changes in rates that are generally applicable to the Company’s group health plans, including coverage for your eligible dependentsactive employees (the “COBRA Coverage”), until the earliest of (iA) a period of 18 months from the Retirement Date, (B) the end of date upon which the Severance Period following Executive (and the Executive’s eligible dependents, as applicable) becomes covered under similar plan, or (C) the date of your Involuntary Termination, (ii) upon which the expiration of your eligibility Executive ceases to be eligible for the continuation coverage under COBRA, or (iii) the date when you become eligible for substantially equivalent health insurance coverage for you and your eligible dependents in connection with new employment (such period from your termination date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of the COBRA Payment Period, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Paragraph, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility. You agree to promptly notify the Company as soon as you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, the Executive’s receipt of COBRA Coverage is subject to the Executive electing COBRA continuation coverage within the time period prescribed pursuant to COBRA for the Executive and the Executive’s eligible dependents, if at any time any. If the Company determines, determines in its sole discretion, discretion that it cannot provide the COBRA premium benefits Coverage without potentially incurring financial costs violating, or penalties under being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying any COBRA premiums directly to the carrier on your behalfCoverage, the Company will instead pay you provide to the Executive a taxable monthly payment payable on the last day of each remaining a given month of (except as provided by the COBRA Payment Period a fully taxable cash payment immediately following sentence), in an amount equal to the value of your monthly COBRA premium plus an amount to pay for expected state and federal taxes (herein “Gross-up”) that the Executive would be required to pay to continue her group health coverage in effect on the Retirement Date (which amount will be based on the premium rates applicable for the first month of COBRA coverageCoverage for the Executive and any of eligible dependents of the Executive) (each, subject to applicable tax withholding (such amount, the a “Special Severance COBRA Replacement Payment”), such Special Severance Payment to which COBRA Replacement Payments will be made without regard to your election regardless of whether the Executive elects COBRA continuation coverage and will end on the earlier of (x) the date upon which the Executive obtains other employment or (y) the date the Company has paid an amount totaling the number of COBRA coverage or payment Replacement Payments equal to the number of months in the applicable COBRA premiums and without regard to your continued eligibility for COBRA coverage during Coverage period. For the avoidance of doubt, the COBRA Payment PeriodReplacement Payments including Gross-up may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to any applicable withholdings. Such Special Severance Payment shall end upon expiration Notwithstanding anything to the contrary under this Agreement, if the Company determines in its sole discretion at any time that it cannot provide the COBRA Replacement Payments without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Executive will not receive the COBRA Payment Period. Replacement Payments under this Section 5(b) shall be treated as taxable income to you to the extent, and only to the extent, they would otherwise result in the benefits received by you being treated as taxable income under Internal Revenue Code Section 105(h) or otherwiseany further COBRA Coverage.

COBRA Premiums. If you timely elect The Company will reimburse Employee for a portion of the cost of continued group health plan continuation healthcare coverage under COBRA for Employee and Employee’s eligible dependents, if any, with such portion limited to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following your Involuntary Termination date, amount the Company shall pay directly to the health care carrier the full amount of your COBRA premiums on behalf of you for your continued coverage under the Companywould have otherwise contributed towards Employee’s group health plansinsurance as an active employee (the “COBRA Coverage Reimbursement”), including coverage for your eligible dependentscommencing on June 2, 2023 and continuing until the earliest of (i) the end of the Severance Period following the date of your Involuntary TerminationConsulting Period, (ii) the expiration of your eligibility for the continuation coverage date upon which Employee (and Employee’s eligible dependents, as applicable) becomes covered under COBRAsimilar plans, or (iii) the date when you become upon which Employee ceases to be eligible for substantially equivalent health insurance coverage for you and your eligible dependents in connection with new employment under COBRA (such period from your termination date through the earliest of (i) through (iii)period, the “COBRA Payment Coverage Reimbursement Period”). Upon The COBRA Coverage Reimbursement under this Section is subject to Employee electing COBRA continuation coverage within the conclusion of the COBRA Payment Period, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under time period prescribed pursuant to COBRA for the duration of your Employee and Employee’s eligible COBRA coverage perioddependents, if any. For purposes of this Paragraph, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by If the Company shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility. You agree to promptly notify the Company as soon as you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, determines in its sole discretion, discretion that it cannot provide the COBRA premium benefits Coverage Reimbursement without potentially incurring financial costs violating, or penalties under being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying any COBRA premiums directly to the carrier on your behalfCoverage Reimbursement, the Company will instead pay you provide to Employee a taxable monthly payment payable on the last day of each remaining a given month of (except as provided by the COBRA Payment Period a fully taxable cash payment immediately following sentence), in an amount equal to the value of your monthly COBRA premium for the first month of Coverage Reimbursement (each, a “COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Replacement Payment”), such Special Severance Payment to which COBRA Replacement Payments will be made without regard to your election regardless of whether Employee elects COBRA continuation coverage and will end on the earlier of (x) the date upon which Employee obtains other employment or (y) the date the Company has paid an amount totaling the number of COBRA coverage or payment Replacement Payments equal to the number of COBRA premiums and without regard to your continued eligibility for COBRA coverage during months in the COBRA Payment Coverage Reimbursement Period. Such Special Severance Payment shall end upon expiration For the avoidance of doubt, the COBRA Replacement Payments may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to any applicable withholdings. Notwithstanding anything to the contrary under this Agreement, if the Company determines in its sole discretion at any time that it cannot provide the COBRA Replacement Payments without violating applicable law (including, without limitation, | Section 2716 of the Public Health Service Act), Employee will not receive the COBRA Payment Period. Replacement Payments under this Section 5(b) shall be treated as taxable income to you to the extent, and only to the extent, they would otherwise result in the benefits received by you being treated as taxable income under Internal Revenue Code Section 105(h) or otherwiseany reimbursement for further COBRA coverage.

COBRA Premiums. If you are participating in the Company’s group health insurance plans and you timely elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any applicable state equivalent (“COBRA”) following your Involuntary Termination date), and timely execute and return this Agreement and allow it to become effective, the Company shall will pay directly the COBRA premium payments sufficient to the health care carrier the full amount of continue your COBRA premiums on behalf of you for your continued group coverage under the Company’s group health plans, at its current level (including coverage for your eligible dependents, if applicable) until the earliest of earlier of: (iA) the end of the Severance Period eighteen (18) months following the date of your Involuntary TerminationSeparation Date, (iiB) the expiration of your eligibility for the continuation coverage under COBRA, or (iiiC) the date when such time as you become eligible for substantially equivalent health insurance coverage for you and your eligible dependents in connection with new at another employer or self-employment (such period from your termination date the Separation Date through the earliest of (iA) through (iiiC), the “COBRA Payment Period”). Upon the conclusion of the If you elect COBRA Payment Periodcoverage and are not eligible for Company payments as described above, you will be responsible for to pay the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Paragraph, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility. You agree to promptly notify the Company as soon as you become eligible for health insurance coverage in connection with new employment or self-employmentpremiums. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the payment of the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 medical premiums would result in a violation of the Public nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Service Care and Education Reconciliation Act), then provided you remain eligible in accordance with this Section 2(b), in lieu of paying providing the COBRA premiums directly to the carrier on your behalfmedical premiums, the Company will instead pay you on the last day of each remaining month of the COBRA Payment Period Period, a fully taxable cash payment equal to the value of your monthly COBRA premium medical premiums for the first month of COBRA coveragethat month, subject to applicable tax withholding (such amount, withholdings for the “Special Severance Payment”), such Special Severance Payment to be made without regard to your election of COBRA coverage or payment of COBRA premiums and without regard to your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration remainder of the COBRA Payment Period, plus an additional payment such that the net amount retained by you after deduction for all payments required to be made to any federal, state or local authorities equals the amount of the monthly COBRA premium. Payments In the event you become covered under this Section 5(banother employer’s group health plan or otherwise cease to be eligible for COBRA coverage, you must immediately notify the Company within five (5) shall be treated as taxable income to you to the extentdays of obtaining such coverage, and only the Company’s obligation to the extent, they would otherwise result in the benefits received by you being treated as taxable income under Internal Revenue Code Section 105(h) or otherwisepay COBRA premiums shall cease.