Common use of Continuation of Benefits Clause in Contracts

Continuation of Benefits. Effective as of the Termination Date, you will cease all health benefit coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefits.

Continuation of Benefits. Effective as If Executive is entitled to receive the Severance Amount described in Section 6(c)(i), Executive (and, to the extent applicable, Executive’s dependents) shall be entitled, after the Date of Termination and until the earlier of (A) the second anniversary of the Date of Termination (the “End Date”) or (B) the date Executive becomes eligible for comparable benefits under a similar plan, you policy or program of a subsequent employer, to continue participation in all of the Company’s employee welfare benefit plans including the Company’s hospital, medical, accident, disability, and life insurance plans (the “Welfare Benefit Plans”) as were generally provided to Executive in accordance with the Company’s policies and practices immediately before the Effective Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall pay Executive an amount equal to the cost to the Company of providing such coverage at the same time as the Severance Amount is payable to Executive. Executive’s participation in the Welfare Benefit Plans will cease all be on the same terms and conditions that would have applied had Executive continued to be employed by the Company through the End Date. To the extent any Welfare Benefit Plan is a self-insured group health or dental benefit coverage and plan, then in addition to any other benefit limitation provided hereunder, the period of coverage provided by this Section 6(c)(iii) under such self-insured group health or dental benefit plan shall not exceed the Company. Notwithstanding the foregoing, you may period of time during which Executive would be entitled to elect continuing medical, prescription and dental receive continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 Code Section 4980B (“COBRA”)) if Executive had elected such coverage and paid the premiums required by COBRA. In To the event extent that you choose continuation immediately preceding sentence applies, the Company shall pay Executive an amount equal to the cost of such COBRA continuation coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the a period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income equal to the extent excess of (i) 24 months minus (ii) the provision number of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation months of COBRA coverage which may extend past this periodinitially available to Executive, if any. Notwithstanding as determined in good faith by the foregoingCompany, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify at the Company within seven days of your obtaining employment that will provide you any such benefitssame time as the Severance Amount is payable to Executive.

Continuation of Benefits. Effective as The Executive (and, to the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination until the end of the second calendar year following the calendar year of the Date of Termination (the “End Date”), you to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will cease all health benefit coverage be taxable income to the Executive; and other benefit coverage provided further that the participation by the Company. Notwithstanding Executive (and, to the foregoingextent applicable, you may be entitled the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to elect continuing medicalthe End Date on which the Executive becomes eligible for comparable benefits under a similar plan, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act policy or program of 1985 a subsequent employer (“COBRAPrior Date”). In The Executive agrees to notify the event Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled applied had the Executive continued to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented be employed by the Company with respect or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to similarlybe provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-situated employees who are continuing in their employment)insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, pursuant the premiums (both during and after the eighteen (18)-month period) shall be taxable income to COBRA, the Executive and the Company will reimburse to you or its Affiliates shall pay the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent Executive promptly after the provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be deemed to paid within the Delay Period (as defined in Section 2(d) hereof) shall not be discriminatory under Code Section 105(h). For the avoidance of doubtpaid during such Delay Period, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you but shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefitspaid immediately thereafter.

Continuation of Benefits. Effective as Subject to the provisions of “Conditions to Payment” below, during the twelve-month period commencing within 60 days of the Termination Datedate of a termination as described under “Severance” above, the Company shall pay an amount equal to the group health care premiums for you will cease all health benefit and/or your dependents and/or beneficiaries equal to those which would be required for continuation coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescription and dental coverage under in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you Such payments shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented be paid by the Company with respect according to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and a fixed schedule consisting of monthly installment payments. The foregoing payments by the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with not extend the applicable COBRA continuation period without any extension and the COBRA continuation period shall commence as required under COBRA on account of your termination of employment. Benefits otherwise receivable by you pursuant to this section shall be solely responsible reduced to the extent substantially similar benefits are actually received by or made available to you by any other employer during the same time period for which such benefits would be provided pursuant to this section at a cost to you that is commensurate with the full cost incurred by you immediately prior to the date of any heath premiums for the continuation of COBRA coverage which may extend past this periodtermination; provided, if any. Notwithstanding the foregoinghowever, that if you become reemployed employed by a new employer which maintains a medical plan that either (i) does not cover you or a family member or dependent with another employer and receive medical, prescription or dental benefits respect to a preexisting condition which was covered under another employer-provided the applicable Company medical plan, this COBRA premium subsidy benefit or (ii) does not cover you or a family member or dependent for a designated waiting period, your coverage under the applicable Company medical plan shall cease regarding continue (but shall be limited in the event of non-coverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable coverageperiod of non-coverage under the new employer’s plan or the six-month anniversary of the date of termination. You agree that you will notify to report to the Company within seven days any coverage and benefits actually received by you or made available to you from such other employer(s). You shall be entitled to elect to change your level of coverage and/or your obtaining employment choice of coverage options (such as for you only or family medical coverage) with respect to the benefits to be provided by the Company to you to the same extent that will provide you active employees of the Company are permitted to make such changes; provided, however, that in the event of any such benefitschanges you shall pay the amount of any cost increase that would actually be paid by an active employees of the Company by reason of making the same change in his level of coverage or coverage options.

Continuation of Benefits. Effective as The Executive (and, to the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination until 2.5 years from the Date of Termination (the “End Date”), to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination Date(collectively, you the “Continuing Benefit Plans”); provided that coverage with regard to medical and dental benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will cease all health benefit coverage be taxable income to the Executive; and other benefit coverage provided further that the participation by the Company. Notwithstanding Executive (and, to the foregoingextent applicable, you may be entitled the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to elect continuing medicalthe End Date on which the Executive becomes eligible for comparable benefits under a similar plan, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act policy or program of 1985 a subsequent employer (“COBRAPrior Date”). In The Executive agrees to notify the event Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled applied had the Executive continued to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented be employed by the Company with respect or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to similarlybe provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-situated employees who are continuing in their employment)insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, pursuant the premiums (both during and after the eighteen (18)-month period) shall be taxable income to COBRA, the Executive and the Company will reimburse to you or its Affiliates shall pay the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent Executive promptly after the provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be deemed to paid within the Delay Period (as defined in Section 2(d) hereof) shall not be discriminatory under Code Section 105(h). For the avoidance of doubtpaid during such period, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you but shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefitspaid immediately thereafter.

Continuation of Benefits. Effective as Subject to the provisions of “Conditions to Payment” below, during the twelve-month period commencing within 60 days of the Termination Datedate of a termination as described under “Severance” above, the Company shall pay an amount equal to the group health care premiums for you will cease all health benefit and/or your dependents and/or beneficiaries equal to those which would be required for continuation coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescription and dental coverage under in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you Such payments shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented be paid by the Company with respect according to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and a fixed schedule consisting of monthly installment payments. The foregoing payments by the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with not extend the applicable COBRA continuation period without any extension and the COBRA continuation period shall commence as required under COBRA on account of your termination of employment. Benefits otherwise receivable by you pursuant to this section shall be solely responsible reduced to the extent substantially similar benefits are actually received by or made available to you by any other employer during the same time period for which such benefits would be provided pursuant to this section at a cost to you that is commensurate with the full cost incurred by you immediately prior to the date of any heath premiums for the continuation of COBRA coverage which may extend past this periodtermination; provided, if any. Notwithstanding the foregoinghowever, that if you become reemployed employed by a new employer which maintains a medical plan that either (i) does not cover you or a family member or dependent with another employer and receive medical, prescription or dental benefits respect to a preexisting condition which was covered under another employer-provided the applicable Company medical plan, this COBRA premium subsidy benefit or (ii) does not cover you or a family member or dependent for a designated waiting period, your coverage under the applicable Company medical plan shall cease regarding continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable coverageperiod of noncoverage under the new employer’s plan or the six-month anniversary of the date of termination. You agree that you will notify to report to the Company within seven days any coverage and benefits actually received by you or made available to you from such other employer(s). You shall be entitled to elect to change your level of coverage and/or your obtaining employment choice of coverage options (such as for you only or family medical coverage) with respect to the benefits to be provided by the Company to you to the same extent that will provide you active employees of the Company are permitted to make such changes; provided, however, that in the event of any such benefitschanges you shall pay the amount of any cost increase that would actually be paid by an active employees of the Company by reason of making the same change in his level of coverage or coverage options.

Continuation of Benefits. Effective as of the Termination Date, you will cease all health benefit coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefits.

Continuation of Benefits. Effective (i) Subject to Sections 5(f)(ii) and 5(i) hereof, in the event that the Executive's employment is terminated during the Employment Term by the Executive for Good Reason or by the Company for Disability or any reason (including by the Company giving a Non-Renewal Notice) other than for Cause and not as a result of the Termination Datedeath of the Executive, you will cease all health benefit coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may Executive shall continue to be entitled to receive post-employment group health, dental, vision and executive health reimbursement benefits under the Company's welfare benefit plans (the “Welfare Plans”) for a period of time commencing on the date of his termination and ending on the first to occur of (x) the second anniversary of his termination date or (y) the date on which the Executive commences full-time employment with another employer (the “Coverage Period”), provided, that in order to receive such continued coverage, the Executive shall be required to timely elect continuing medical, prescription and dental COBRA coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription Welfare Plans and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you pay the full applicable monthly COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation PeriodPremium”), so long as you remain eligible to continue such coverage under COBRAdescribed below, during the Coverage Period. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension shall run simultaneously during the Coverage Period. During the Coverage Period, the Company shall withhold from the Executive's severance pay each month the applicable monthly COBRA Premium for the Welfare Plans (based on the Executive's coverage level on his termination date). The Company shall reimburse the Executive for this payment by providing an additional severance benefit in an amount equal to the applicable monthly COBRA premium for the Welfare Plans (determined based on the Executive's coverage level on his termination date) for the period commencing on the Executive's termination date and you ending on the last day of the Coverage Period, grossed up by the Executive's taxes paid on this COBRA Premium. For purposes of this Section 5(f)(i) only, the COBRA premium for the Company's group health, dental and vision plans will be determined based on the COBRA rates at the time of the Executive's termination and the COBRA premium for the Company's executive health reimbursement benefits shall be solely responsible for based on the full cost premium amount the Executive was paying at the time of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefitsExecutive's termination.

Continuation of Benefits. Effective as If permitted pursuant to applicable law and the terms of the Termination Date, you will cease all health benefit coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitled to elect continuing ’s medical, prescription dental, disability and dental coverage under life insurance programs and any other employee benefit plan in which Executive and his family (the “Covered Persons”) participated immediately prior to the Separation Date (collectively, the “Company Benefit Plans”), then the Company shall arrange for the Covered Persons to continue to participate (excluding participation through the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained ) in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date Benefit Plans for the a period of time set forth in Exhibit B twenty-four (24) months after the Separation Date (the “COBRA Benefit Continuation Period”), so long as you remain eligible on substantially the same terms and conditions in effect for the Covered Persons (including any required contribution) immediately prior to continue the Separation Date. If, however, applicable law or the terms of any Company Benefit Plan do not permit the Covered Persons to participate in such coverage under plan (excluding participation through COBRA. The costs of ) after the Separation Date, then the Company shall pay to Executive an amount each month during the Benefit Continuation Period equal to the Company’s portion cost of any premiums due coverage under this 3.2 such plan for similarly situated officers and their families (collectively, the “Monthly Benefit Payments”). The Monthly Benefit Payments shall be included in your gross income to payable on or before the extent last business day of each month during the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubtBenefit Continuation Period, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this periodfirst monthly payment payable on or before June 30, if any2014. Notwithstanding the foregoing, if you become reemployed any obligation of the Company under this Section 2.4 to provide coverage for the Covered Persons under any Company Benefit Plan, or to make Monthly Benefit Payments to Executive, shall cease immediately, with respect to each Covered Person and each Company Benefit Plan, upon such time as such Covered Person becomes eligible to be covered by an insurance program or other arrangement of a subsequent employer of Executive which is comparable to such Company Benefit Plan. Executive agrees to notify the Company promptly when he begins employment with another employer and receive medical, prescription when he becomes eligible to participate in any benefit or dental benefits under another employer-provided other welfare plan, this COBRA premium subsidy benefit shall cease regarding program or arrangement of such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefitsemployer.

Continuation of Benefits. Effective For the period commencing on the Closing Date and ending one year after the Closing Date (provided that if the Closing Date is not the last day of the calendar month, the Continuation Period shall end on the last day of the twelfth calendar month after the Closing Date), Buyer shall, or shall cause its Affiliates (including the Company) to, provide each Transferred Employee with a base salary or wage rate no less favorable than the base salary or wage rate provided to such Transferred Employee immediately prior to the Closing Date. For the period commencing on the Closing Date and ending on December 31, 2017 (the “Continuation Period”), Buyer shall, or shall cause its Affiliates (including the Company) to, provide each Transferred Employee with employee health, welfare and retirement benefits (other than any defined benefit pension, retiree health or retiree life insurance benefits) that are substantially comparable in the aggregate to those employee health, welfare and retirement benefits (other than any defined benefit pension, retiree health or retiree life insurance benefits) provided to such Transferred Employee immediately prior to the Closing Date. Except to the extent required by applicable Legal Requirements, effective as of the Termination Date, you will Closing Date each Transferred Employee shall cease all health benefit coverage active participation in, and other benefit coverage provided by accrual of benefits under, any Seller Benefit Plan. Buyer agrees to honor, or shall cause its Affiliates (including the Company) to honor, the contractual obligations of the Company under the provisions of each Assumed Benefit Plan, Collective Bargaining Agreement (if applicable) and any other Employee Benefit Plan that Buyer or any of its Affiliates is required to assume under applicable Legal Requirements or any Collective Bargaining Agreement, as applicable, as such plan or agreement relates to each Transferred Employee. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the no provision of such benefits would be deemed this ‎‎Section 9.4(d) is intended to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription prevent Buyer from amending or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you terminating any such benefitsAssumed Benefit Plan in accordance with its terms.

Continuation of Benefits. Effective as If the Executive receives the Severance Amount described in this Section 3, the Executive (and, to the extent applicable, his dependents) shall be entitled, after the Date of Termination until the earlier of (x) the first anniversary of his Date of Termination Date, you will cease all health benefit coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation PeriodEnd Date”)) or (y) the date the Executive becomes eligible for comparable benefits under a similar plan, so long as you remain eligible policy or program of a subsequent employer, to continue such coverage under COBRA. The costs participation in all of the Company’s portion employee and executive welfare and fringe benefit plans (the “Benefit Plans”) as were generally provided to the Executive in accordance with the Company’s policies and practices immediately prior to the Change of Control Date. To the extent any premiums due such benefits cannot be provided under this 3.2 the terms of the applicable plan, policy or program, the Company shall provide a comparable benefit under another plan or from the Company’s general assets. The 1 The applicable multiples for the Company’s Named Executives are as follows: three times for Xxxxx X. Xxxxxxx, President and Chief Executive Officer of the Company; two times for L. Xxxxx Xxxxx, Vice President and Chief Financial Officer of the Company; two times for Xxxxxxx X. Xxxxxxx, Vice President, General Counsel and Secretary of the Company; one time for Xxxxxxx X. X’Xxxxxx, Vice President and Chief Commercial and Marketing Officer of the Company; and one time for Xxxxxx X. Xxxxxx, Vice President and Chief Safety and Operations Officer of the Company. Executive’s participation in the Benefit Plans will be included in your gross income on the same terms and conditions that would have applied had the Executive continued to be employed by the Company through the End Date; provided, however, that to the extent that the benefits provided under any such Benefit Plan are not medical benefits and the provision of such benefits would not be deemed to be discriminatory under Code Section 105(hexempt from Federal income taxation (the “Taxable Other Benefits”). For the avoidance of doubt, the parties mutually agree that the period during which Executive will reimburse the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums such Taxable Other Benefits for the continuation first six months following the Executive’s termination of COBRA coverage which may extend past this periodemployment (unless and solely to the extent the Executive elects, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven ten business days of your obtaining employment that will provide you the date of the Executive’s termination, to forego receipt of such Taxable Other Benefits under this Agreement); and provided further that, notwithstanding anything in this Agreement to the contrary, in no event shall the benefits provided under this clause (b) during any calendar year affect the benefits provided under this clause (b) during any other calendar year and, to the extent any reimbursement or payment is made in respect of, or in lieu of the provision of, Benefit Plans, such benefitsreimbursement or payment shall be made no later than December 31 following the calendar year in which the expense is incurred or the benefits would otherwise have been provided.

Continuation of Benefits. Effective as The Executive (and, to the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination until the third anniversary of the Date of Termination (the “End Date”), you to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination, other than supplemental long-term disability policies, (collectively, the “Continuing Benefit Plans”); provided that coverage (with regard to medical and dental benefits for the period after the end of the eighteen (18)-month period following the Date of Termination) shall be deemed to be monthly, in-kind payments of the premiums and will cease all health benefit coverage be taxable income to the Executive; and other benefit coverage provided further that the participation by the Company. Notwithstanding Executive (and, to the foregoingextent applicable, you may be entitled the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to elect continuing medicalthe End Date on which the Executive becomes eligible for comparable benefits under a similar plan, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act policy or program of 1985 a subsequent employer (“COBRAPrior Date”). In addition to the event foregoing, for the period after the Date of Termination until the End Date, the Company shall reimburse the Executive for the purchase of long-term disability insurance prior to the end of each calendar year during such period in an amount not to exceed $50,000 per calendar year, upon presentation by the Executive of receipts therefor prior to the end of the calendar year in which such expense is incurred by the Executive. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled applied had the Executive continued to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented be employed by the Company with respect or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to similarlybe provided) a comparable benefit under another plan. To the extent any medical or dental plan is a “self-situated employees who are continuing in their employment)insured medical reimbursement plan” under Section 105(h) of the Code and such coverage would be discriminatory thereunder, pursuant the premiums (both during and after the eighteen (18)-month period) shall be taxable income to COBRA, the Executive and the Company will reimburse to you shall pay the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent Executive promptly after the provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be deemed to paid within the Delay Period (as defined in Section 13 hereof) shall not be discriminatory under Code Section 105(h). For the avoidance of doubtpaid during such period, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you but shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefitspaid immediately thereafter.

Continuation of Benefits. Effective as The Executive (and, to the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination until the third anniversary of the Date of Termination (the “End Date”), you to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination, other than supplemental long-term disability policies, (collectively, the “Continuing Benefit Plans”); provided that coverage (with regard to medical and dental benefits for the period after the end of the eighteen (18)-month period following the Date of Termination) shall be deemed to be monthly, in-kind payments of the premiums and will cease all health benefit coverage be taxable income to the Executive; and other benefit coverage provided further that the participation by the Company. Notwithstanding Executive (and, to the foregoingextent applicable, you may be entitled the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to elect continuing medicalthe End Date on which the Executive becomes eligible for comparable benefits under a similar plan, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act policy or program of 1985 a subsequent employer (“COBRAPrior Date”). In addition to the event foregoing, for the period after the Date of Termination until the End Date, the Company shall reimburse the Executive for the purchase of long-term disability insurance prior to the end of each calendar year during such period in an amount not to exceed $50,000 per calendar year, upon presentation by the Executive of receipts therefor prior to the end of the calendar year in which such expense is incurred by the Executive. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled applied had the Executive continued to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented be employed by the Company with respect or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to similarlybe provided) a comparable benefit under another plan. To the extent any medical or dental plan is a “self-situated employees who are continuing in their employment)insured medical reimbursement plan” under Section 105(h) of the Code and such coverage would be discriminatory thereunder, pursuant the premiums (both during and after the eighteen (18)-month period) shall be taxable income to COBRA, the Executive and the Company will reimburse to you shall pay the full COBRA premium amount following the Termination Date for the period of time set forth Executive promptly (and in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent all events within 30 days) after the provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be deemed to paid within the Delay Period (as defined in Section 13 hereof) shall not be discriminatory under Code Section 105(h). For the avoidance of doubtpaid during such period, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you but shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefitspaid immediately thereafter.

Continuation of Benefits. Effective as Xxxxx will continue to participate in the Company’s employee benefit programs, including the Greater Bay Bancorp 401(k) Plan and the Company’s group health insurance coverage and dental, life and disability insurance programs, through the Retirement Date. As of the Termination day following the Retirement Date, you Xxxxx will cease all no longer actively participate in the Company’s 401(k) Plan, and Xxxxx will not be entitled to participate in any other Company employee benefit program, except to the extent expressly set forth in this Agreement and permitted under the documents governing such program. Xxxxx will be entitled to receive retirement, life insurance and deferred compensation benefits that have accrued and vested on or before the Retirement Date in accordance with the terms and conditions of the plans or agreements applicable to such benefits. During the term of Xxxxx’x membership on the board of directors and/or advisory board of Cupertino National Bank, he shall be entitled to continue to participate in the Company’s group health benefit insurance coverage and dental, life and disability insurance programs on the same terms as apply to other benefit coverage provided by nonemployee members of boards of directors and/or advisory boards of the Company’s subsidiaries. After Xxxxx’x membership on the board of directors and/or advisory board of Cupertino National Bank has ended, and until Xxxxx is eligible to enroll in Medicare, the Company will continue Xxxxx’x participation in the Company’s group health insurance coverage, dental, life and disability insurance programs that are applicable to nonemployee directors, if and to the extent permissible under the documents governing such programs. Notwithstanding the foregoing, you may during the first 21 months following the Retirement Date, the Company shall pay the cost of Xxxxx’x individual coverage under the Company’s group health insurance program, and any dependent coverage under such program will be provided on the same financial terms as apply from time to time to employees of the Company. After the first 21 months following the Retirement Date, any and all insurance coverage for Xxxxx and his dependents shall be at Xxxxx’x own expense. When Xxxxx’x Company provided group health coverage ceases, Xxxxx will be entitled to elect continuing medicalcontinued group health insurance coverage in accordance with applicable provisions of federal law (COBRA) at his own expense. On the Retirement Date, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect shall make payment to similarly-situated employees who are continuing in their employment)Xxxxx of all wages earned, pursuant to COBRAincluding accrued but unused vacation, and through the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefitsRetirement Date.

Continuation of Benefits. Effective as Buyer agrees that Buyer shall provide (or cause one of its Affiliates to provide) each Transferred Employee (a) for a period beginning on the Closing Date and ending on February 28, 2023 (i) an annual base salary or wage rate substantially comparable to the Transferred Employee’s annual base salary or wage rate in effect immediately prior to the Closing Date; (ii) severance benefits no less favorable than the severance benefits to which the Transferred Employee was entitled under the terms of the Termination applicable Employee Plan or Precoat Subsidiary Plan as in effect immediately prior to the Closing Date, you will cease all health benefit coverage ; and other benefit coverage (iii) short term incentive compensation opportunities (excluding equity or equity-based incentive opportunities) that have a target opportunity substantially comparable to the Transferred Employee’s target short-term incentive compensation opportunities (excluding equity or equity-based incentive opportunities) in effect immediately prior to the Closing Date; provided by that the Company. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act obligations of 1985 (“COBRA”). In this Section 7.04 shall not apply in the event of general, organization-wide reductions that you choose continuation apply to all of such coverage under COBRAthe employees of Buyer and its Affiliates in salary, you shall continue wage rate, benefits or other compensation and benefits of Buyer or its Affiliates in response to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any general economic downturns or changes in the industries or markets that Buyer and its Affiliates (including, after Closing, the Precoat Subsidiaries) operate; and (b) for a period beginning on the Closing Date and ending on December 31, 2022, other compensation and benefits or costs (excluding equity and equity-based benefits, U.S. defined benefit pension benefits) that are implemented by substantially comparable in the Company with respect aggregate to similarly-situated employees who are continuing in their employment)those provided to the Transferred Employee immediately prior to the Closing Date. This Section 7.04 shall not limit the obligation of Buyer or any of the Precoat Subsidiaries to maintain any compensation arrangement or benefit plan that, pursuant to COBRAan existing Contract or applicable Law, and must be maintained for a period beyond the Company will reimburse to you the full COBRA premium amount following the Termination Date for the applicable period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long this Section 7.04. No provision of this Agreement shall be construed as you remain eligible to continue such coverage under COBRA. The costs a guarantee of the Company’s portion continued employment of any premiums due under Transferred Employee and this 3.2 Agreement shall not be included in your gross income construed so as to prohibit Buyer or any of its Subsidiaries (including the extent Precoat Subsidiaries) from having the provision of such benefits would be deemed right to be discriminatory under Code Section 105(h). For terminate the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost employment of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefitsTransferred Employee.

Continuation of Benefits. Effective For the one-year period immediately following the Closing Date, Purchaser will, or will cause its Affiliates to, provide each Transferred Employee with (a) salary or a base wage rate, as applicable, that in each case is no less favorable to such Transferred Employee than that in effect immediately prior to the Transfer Time, (b) annual cash bonus opportunity no less favorable to such Transferred Employee than those annual cash bonus opportunities applicable to similar situated employees of Purchaser and its Affiliates, it being understood that such opportunity for the then current annual performance period shall be prorated for the remainder of the Termination Dateperformance period between the Transfer Time and the end of the then current annual performance period, you will cease all health (c) beginning for the 2016 performance year, equity and equity-based compensation plans and arrangements that are substantially comparable to those applicable to similarly situated employees of Purchaser and its Affiliates, and (d) employee benefit coverage plans and arrangements (other benefit coverage provided by than salary, annual cash bonus opportunities and equity and equity-based compensation plans and arrangements) that are at least substantially comparable in the Companyaggregate to either those applicable to the Transferred Employees in effect immediately prior to the Transfer Time or those applicable to similarly situated employees of Purchaser and its Affiliates when applying the same eligibility criteria that apply in the normal course to Purchaser employees. Notwithstanding To fulfill the foregoing, you may be entitled obligations set forth in this Section 6.02(d) in respect to elect continuing group medical, prescription dental, and dental vision coverage, if considered reasonably necessary by Purchaser to effectuate an orderly transition of participation from Seller’s to Purchaser’s group medical, dental, and vision plans, Purchaser may provide such benefits to a Transferred Employee, by covering the portion of the cost of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended (“COBRA”)) in respect of Seller’s group medical, dental and vision plans in an amount equal to the difference between (i) the COBRA premium applicable to such Transferred Employee and (ii) the amount of the Transferred Employee’s employee premium as in effect immediately prior to the Transfer Time. In the event that you choose continuation If Purchaser chooses to provide group medical, dental and vision coverage in this manner, (A) payment of such coverage under COBRA, you shall premiums by Purchaser would continue only during the period between the Transfer Time and the last date on which the Transferred Employee had the opportunity to receive the enroll in Purchaser’s group medical, prescription dental and dental benefits at vision plans, which date shall be no later than June 1, 2016; (B) Purchaser will pay the levels you would have been entitled full amount of such premiums to receive had you remained in employment following Seller under the Termination Date (including any changes in benefits or costs that are implemented by terms of the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRATransition Services Agreement and shall collect from each impacted Transferred Employee the employee portion of the premium, and (C) premiums will be based on the Company will reimburse to you COBRA premiums established in the full COBRA premium amount following the Termination Date normal course by Seller under its applicable group health plans for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefitsat issue.

Continuation of Benefits. Effective as If Senior Officer is entitled to receive the Severance Amount described in Section 7(c)(i), Senior Officer (and, to the extent applicable, Senior Officer’s dependents) shall be entitled, after the Date of Termination and until the earlier of (A) the second anniversary of the Date of Termination (the “End Date”) or (B) the date Senior Officer becomes eligible for comparable benefits under a similar plan, you policy or program of a subsequent employer, to continue participation in all of the Company’s employee welfare benefit plans including the Company’s hospital, medical, accident, disability, and life insurance plans (the “Benefit Plans”) as were generally provided to Senior Officer in accordance with the Company’s policies and practices immediately before the Effective Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall pay Senior Officer an amount equal to the cost to the Company of providing such coverage at the same time as the Severance Amount is payable to Senior Officer. Senior Officer’s participation in the Benefit Plans will cease all be on the same terms and conditions that would have applied had Senior Officer continued to be employed by the Company through the End Date. To the extent any Benefit Plan is a self-insured group health or dental benefit coverage and plan, then in addition to any other benefit limitation provided hereunder, the period of coverage provided by this Section 7(c)(iii) under such self-insured group health or dental benefit plan shall not exceed the Company. Notwithstanding the foregoing, you may period of time during which Senior Officer would be entitled to elect continuing medical, prescription and dental receive continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 Code Section 4980B (“COBRA”)) if Senior Officer had elected such coverage and paid the premiums required by COBRA. In To the event extent that you choose continuation immediately preceding sentence applies, the Company shall pay Senior Officer an amount equal to the cost of such COBRA continuation coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the a period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income equal to the extent excess of (i) 24 months minus (ii) the provision number of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation months of COBRA coverage which may extend past this periodinitially available to Senior Officer, if any. Notwithstanding as determined in good faith by the foregoingCompany, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify at the Company within seven days of your obtaining employment that will provide you any such benefitssame time as the Severance Amount is payable to Senior Officer.

Continuation of Benefits. Effective If the Executive’s employment is terminated by the Company without Cause or as a result of the Executive ´s Disability, or if the Executive’s employment is terminated by the Executive for Good Reason, then the Executive will remain eligible for participation in all employee welfare benefit plans of the Company (as that term is defined under Section 3(l) of the Employee Retirement Income Security Act of 1974), subject to the terms and conditions of those plans relating to participation after termination of employment; provided, that with respect to health and dental coverage, in the event that the Executive executes and delivers to the Company the Release Documents within 45 days after the date of the Termination DateDate and the Executive does not rescind the Waiver and Release within seven days of delivering the Waiver and Release, you will cease all health benefit coverage and other benefit coverage provided by the Company shall designate one of the following, at its option: (i) the Executive shall remain eligible for participation in the Company. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescription ’s health and dental coverage plans at the Company ´s expense for a period of 12 months, (ii) should the Executive qualify for continuation of medical benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended and in effect on the date of the Executive’s termination of employment hereunder (“COBRA”). In , the event that you choose continuation of such Executive shall no longer be eligible for coverage under COBRA, you shall continue to receive the medical, prescription Company’s health and dental benefits at the levels you would have been entitled to receive had you remained in employment following plans as of the Termination Date (including any changes in benefits or costs that are implemented and, if the Executive properly elects and makes payments required by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full Executive, upon submission of reasonable documentation of such payments, for the cost thereof for the applicable COBRA premium amount following premiums for a period not exceeding 12 months, (iii) the Termination Date Company shall purchase for the benefit of the Executive and his family, if applicable, health and dental insurance coverage, for the period of time set forth 12 months following the Termination Date, equivalent to the coverage in Exhibit B effect immediately prior to the Notice of Termination or (iv) arrange for the “COBRA Continuation Period”)Executive and his family, so long as you remain eligible if applicable, to continue such coverage be covered under COBRAsubstantially equivalent health and dental plans maintained by an affiliate of the Company for a period of 12 months following the Termination Date. The costs of Executive will not be entitled to the Company’s portion grant of any premiums due additional stock options or other stock rights under this 3.2 shall be included in your gross income to the extent Plan following the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefitsTermination Date.

Continuation of Benefits. Effective as For (i) one(1) years after the date of a Change in Control, or (ii) the remainder of the Termination DateTerm, you will cease all health benefit coverage and other benefit coverage whichever is longer, or such longer period as may be provided by the Company. Notwithstanding terms of the foregoingappropriate plan, you may be entitled to elect continuing medicalprogram, prescription and dental coverage under practice or policy, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you Company shall continue to receive pay all amounts in respect of any benefits provided to Executive and/or Executive’s family pursuant to this Agreement are provided by the medical, prescription and dental Company the benefits to Executive and/or Executive’s family in amounts at the levels you least equal to those which would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented paid by the Company for such benefits as would have been provided to Executive and/or Executive’s family in accordance with the plans, programs, practices and policies described in this Agreement if Executive’s employment had not been terminated or the Change in Control had not occurred or, if more favorable to Executive, as in effect generally at any time thereafter with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and other peer executives of the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”)and its affiliated companies and their families; provided, so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubthowever, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with Executive thereafter becomes employed by another employer and is eligible to receive medical, prescription medical or dental other welfare benefits under another such employer-’s plans, the medical and other welfare benefits described herein shall be secondary to those provided planunder such other employer’s plans during any applicable period of Executive’s eligibility thereunder. For purposes of determining eligibility (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such plans, this COBRA premium subsidy practices, programs and policies, Executive shall be considered to have remained employed until one(1) years after the date of termination or Change in Control, whichever is later, and to have retired on the last day of such period. If due to insurance company or Internal Revenue Service restrictions, Executive is ineligible to continue to be covered under the terms of any such benefit shall cease regarding plan or program, or in the event Executive is eligible but the benefits applicable to Executive under any such plan or program after termination of employment or Change in Control are not substantially equivalent to the benefits applicable coverage. You agree that you will notify to Executive immediately prior to termination or Change in Control or, if more favorable to Executive, during the one(1) year period thereafter, the Company within seven days of your obtaining employment that will shall provide you any substantially equivalent benefits, or such benefitsadditional benefits as may be necessary to make Executive whole through other sources.

Continuation of Benefits. Effective as With respect to each Continuing Employee, following the Closing until the twelve (12) month anniversary of the Termination Closing Date or such longer period required by applicable Law (such period, the “Benefits Continuation Period”), Buyer shall, and shall cause its Affiliates to (and shall cause any other Person providing compensation and benefits on their behalf to): (a) provide to such Continuing Employee who remains employed no less favorable base salary, wage rates and target short-term cash bonus opportunities (excluding equity or equity-based, retention, change in control and transaction-based compensation), as applicable, than the base salary, wage rates and target short-term cash bonus opportunities (excluding equity or equity-based, retention, change in control and transaction-based compensation) provided by Seller and its Affiliates immediately prior to the Closing and (b) maintain employee benefits (excluding defined benefit pension, nonqualified deferred compensation, retiree medical and welfare benefits) under plans, programs and arrangements that will provide benefits to such Continuing Employee that are substantially comparable to the benefits to similarly situated employees of Buyer and its Affiliates (excluding defined benefit pension, nonqualified deferred compensation, retiree medical and welfare benefits). With respect to any Continuing Employee who holds a Forfeited Seller Equity Award, on the Closing Date or as soon as reasonably practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), Buyer shall, or shall cause its Affiliates to, grant each such Continuing Employee a long-term incentive award, which shall be cash or equity-based in Buyer’s sole discretion, (a “Replacement LTI Award”) in an amount equal to the value of the Forfeited Seller Equity Award, with the value of any Forfeited Seller Equity Award to be calculated by multiplying (i) the number of Seller Shares subject to such Forfeited Seller Equity Award (including Seller Shares underlying dividend equivalent units) by (ii) the average closing price of a Seller Share on The Nasdaq Stock Market LLC over the ninety (90) trading days ending on the day immediately preceding the Closing Date. Each Replacement LTI Award will vest based on the applicable Continued Employee’s continued employment with Buyer and its Affiliates on the same vesting date(s) and in accordance with the same terms and conditions as applied to the corresponding Forfeited Seller Equity Award and will vest upon a termination of employment after the Closing Date to the same extent provided in the terms and conditions of the original Forfeited Seller Equity Award. Buyer’s obligation to grant Replacement LTI Awards under this Section 7.06 shall be subject to its receipt, no later than ten (10) Business Days prior to the Closing Date, you will cease all health benefit coverage of a then-current schedule of time-vesting restricted stock unit awards in respect of Seller Shares granted pursuant to the Seller Incentive Plan which are held by any Business Employees setting forth, for each such award, (i) the number of Seller Shares remaining subject to the award and other benefit coverage provided by (ii) the Companyvesting schedule applicable to such award. Notwithstanding the foregoing, you may nothing contemplated by this Agreement shall be entitled construed as requiring either Buyer or any of its Affiliates to elect continuing medical, prescription continue the employment of any Continuing Employee for any period after the Closing Date; provided that any such employee whose employment is terminated during the Benefits Continuation Period under circumstances giving rise to severance compensation and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you benefits shall continue be eligible to receive the medical, prescription from Buyer severance compensation and dental benefits at the levels you would have been entitled to receive had you remained as provided in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefits7.08.

Continuation of Benefits. Effective as The foregoing medical benefits program shall be continued for any eligible employee who pays the employee's portion during any period when such employee is on the active working payroll, compensated sick leave, compensated leave of absence, family and medical leave of absence, medical or assault leave of absence due to a work connected illness or injury received in the course of and arising out of the Termination Date, you will cease all health benefit coverage and other benefit coverage provided employee's employment by the CompanyBOARD for which the employee receives Workers' Compensation, non- compensated approved leave of absence of less than thirty (30) days, medical leave of absence, including medical leave of absence due to pregnancy during the month such absence commences and for the next month, or for employees working only during the regular school year and not working during the summer break period, until such employees either resign their employment status or fail to return to active working status at the commencement of the next school year. Notwithstanding Employees on non-compensated approved leave of absence (including medical leave of absence, or maternity leave of absence) in excess of the foregoingperiod set forth above for which the BOARD has agreed to pay a portion of the cost of this medical benefits program, you or employees on lay-off under a suspended contract who desire to continue the full medical insurance package coverage past the period for which the BOARD has agreed to pay any portion of the premium to continue coverage for the employee, may do so while unemployed for up to two (2) years following the date such employee leaves the active working payroll of the BOARD by paying the full 100% premium for such insurance to the Treasurer of the BOARD on or before the seventeenth (17th) day of the month prior to any month such coverage is desired to be entitled to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)continued. In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits all or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion part of any premiums monthly premium due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubtfrom an employee is not paid and/or coverage is discontinued for any period, the parties mutually agree employee shall have the right to acquire insurance through the insurance carrier in accordance with its policies and coverage cannot be reacquired through the BOARD until the employee returns to active working status. It is understood that the period during which the Company pays BOARD assumes no responsibility for any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost cancellation of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable insurance coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefits.

Continuation of Benefits. Effective as Subject to the Company reinstating a group health care plan and the provisions of “Conditions to Payment” below, during the twelve-month period commencing within 60 days of the Termination Datedate of a termination as described under “Severance” above, the Company shall pay an amount equal to the group health care premiums for you will cease all health benefit and/or your dependents and/or beneficiaries equal to those which would be required for continuation coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescription and dental coverage under in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you Such payments shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented be paid by the Company with respect according to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and a fixed schedule consisting of monthly installment payments. The foregoing payments by the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with not extend the applicable COBRA continuation period without any extension and the COBRA continuation period shall commence as required under COBRA on account of your termination of employment. Benefits otherwise receivable by you pursuant to this section shall be solely responsible reduced to the extent substantially similar benefits are actually received by or made available to you by any other employer during the same time period for which such benefits would be provided pursuant to this section at a cost to you that is commensurate with the full cost incurred by you immediately prior to the date of any heath premiums for the continuation of COBRA coverage which may extend past this periodtermination; provided, if any. Notwithstanding the foregoinghowever, that if you become reemployed employed by a new employer which maintains a medical plan that either (i) does not cover you or a family member or dependent with another employer and receive medical, prescription or dental benefits respect to a preexisting condition which was covered under another employer-provided the applicable Company medical plan, this COBRA premium subsidy benefit or (ii) does not cover you or a family member or dependent for a designated waiting period, your coverage under the applicable Company medical plan shall cease regarding continue (but shall be limited in the event of non-coverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable coverageperiod of non-coverage under the new employer’s plan or the six-month anniversary of the date of termination. You agree that you will notify to report to the Company within seven days any coverage and benefits actually received by you or made available to you from such other employer(s). You shall be entitled to elect to change your level of coverage and/or your obtaining employment choice of coverage options (such as for you only or family medical coverage) with respect to the benefits to be provided by the Company to you to the same extent that will provide you active employees of the Company are permitted to make such changes; provided, however, that in the event of any such benefitschanges you shall pay the amount of any cost increase that would actually be paid by an active employees of the Company by reason of making the same change in his level of coverage or coverage options.

Continuation of Benefits. Effective as If, during the Employment Period, the Company terminates the Executive's employment other than for Cause, or following a Change of Control the Executive terminates his employment for Good Reason: (A) the Executive (and, to the extent applicable, his dependents) shall be entitled, after the Date of Termination until the earlier of (1) the second anniversary of the Date of Termination (the "End Date") and (2) the date the Executive becomes eligible for comparable benefits under a similar plan, you will cease policy or program of a subsequent employer, to continue participation in all health benefit coverage and other benefit coverage provided by of the Company's employee and executive welfare and fringe benefit plans (the "Benefit Plans"). Notwithstanding To the foregoing, you may extent any such benefits cannot be entitled to elect continuing medical, prescription and dental coverage provided under the Consolidated Omnibus Budget Reconciliation Act terms of 1985 (“COBRA”)the applicable plan, policy or program, the Company shall provide a comparable benefit under another plan or from the Company's general assets. In The Executive's participation in the event Benefit Plans will be on the same terms and conditions that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled applied had the Executive continued to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented be employed by the Company through the End Date; (B) the Executive (or, in the event of the Executive's death during such period, the Executive's beneficiary or estate) shall have the right to exercise any outstanding options to purchase 8 9 shares of Common Stock of the Company then exercisable by the Executive or which would become exercisable in accordance with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, the applicable option agreement and the applicable equity incentive plan of the Company will reimburse (such agreements and plans referred to you collectively as the full COBRA premium amount following the Termination Date "Equity Documents") for a period of one year (or, if longer the period of time set forth permitted in Exhibit B accordance with the generally applicable terms of the governing option agreements) after the Date of Termination (or, if less, until the “COBRA Continuation Period”end of the stated term of the option); and (C) for purposes of the Benefit Plans and the Equity Documents, so long as you remain eligible the Executive will be deemed to continue such coverage have terminated employment under COBRAmutually satisfactory conditions. The costs (d) Discharge of the Company’s portion 's Obligations. Except as expressly provided in the last sentence of any premiums due this Section 7(d), the amounts payable to the Executive pursuant to this Section 7 following termination of his employment -- shall be in full and complete satisfaction of the Executive's rights under this 3.2 Agreement and any other claims he may have in respect of his employment by the Company or any of its Subsidiaries. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims and, upon the Executive's receipt of such amounts, the Company shall be included in your gross income released and discharged from any and all liability to the extent Executive in connection with this Agreement or otherwise in connection with the provision Executive's employment with the Company and its Subsidiaries. Nothing in this Section 7(d) shall be construed to release the Company from its commitment to indemnify the Executive and hold the Executive harmless from and against any claim, loss or cause of such benefits would be deemed to be discriminatory under Code Section 105(h). For action arising from or out of the avoidance Executive's performance as an officer, director or employee of doubtthe Company or any of its Subsidiaries or in any other capacity, the parties mutually agree that the period during including any fiduciary capacity, in which the Company pays any premiums under this Section 3.2 shall run concurrently with Executive served at the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost request of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefits.to the maximum extent permitted by applicable law and the Governing Documents. (e)

Continuation of Benefits. Effective as The Executive (and, to the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination until [number] years from the Date of Termination (the “End Date”), to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination Date(collectively, you the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will cease all health benefit coverage be taxable income to the Executive; and other benefit coverage provided further that the participation by the Company. Notwithstanding Executive (and, to the foregoingextent applicable, you may be entitled the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to elect continuing medicalthe End Date on which the Executive becomes eligible for comparable benefits under a similar plan, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act policy or program of 1985 a subsequent employer (“COBRAPrior Date”). In The Executive’s participation in the event Continuing Benefit Plans will be on the same terms and conditions that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled applied had the Executive continued to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented be employed by the Company with respect or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to similarlybe provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-situated employees who are continuing in their employment)insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, pursuant the premiums (both during and after the eighteen (18)-month period) shall be taxable income to COBRA, the Executive and the Company will reimburse to you or its Affiliates shall pay the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent Executive promptly after the provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be deemed to paid within the Delay Period (as defined in Section 2(d) hereof) shall not be discriminatory under Code Section 105(h). For the avoidance of doubtpaid during such period, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you but shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefitspaid immediately thereafter.

Continuation of Benefits. Effective as If, during the Employment Period, the Company terminates the Executive's employment other than for Cause, or following a Change of Control the Executive terminates his employment for Good Reason: (A) the Executive (and, to the extent applicable, his dependents) shall be entitled, after the Date of Termination until the earlier of (1) the third anniversary of the Date of Termination (the "End Date") and (2) the date the Executive becomes eligible for comparable benefits under a similar plan, you will cease policy or program of a subsequent employer, to continue participation in all health benefit coverage and other benefit coverage provided by of the Company's employee and executive welfare and fringe benefit plans (the "Benefit Plans"). Notwithstanding To the foregoing, you may extent any such benefits cannot be entitled to elect continuing medical, prescription and dental coverage provided under the Consolidated Omnibus Budget Reconciliation Act terms of 1985 (“COBRA”)the applicable plan, policy or program, the Company shall provide a comparable benefit under another plan or from the 8 9 Company's general assets. In The Executive's participation in the event Benefit Plans will be on the same terms and conditions that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled applied had the Executive continued to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented be employed by the Company through the End Date; (B) the Executive (or, in the event of the Executive's death during such period, the Executive's beneficiary or estate) shall have the right to exercise any outstanding options to purchase shares of Common Stock of the Company then exercisable by the Executive or which would become exercisable in accordance with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, the applicable option agreement and the applicable equity incentive plan of the Company will reimburse (such agreements and plans referred to you collectively as the full COBRA premium amount following the Termination Date "Equity Documents") for a period of one year (or, if longer the period of time set forth permitted in Exhibit B accordance with the generally applicable terms of the governing option agreements) after the Date of Termination (or, if less, until the “COBRA Continuation Period”end of the stated term of the option); and (C) for purposes of the Benefit Plans and the Equity Documents, so long as you remain eligible the Executive will be deemed to continue such coverage have terminated employment under COBRAmutually satisfactory conditions. The costs (d) Discharge of the Company’s portion 's Obligations. Except as expressly provided in the last sentence of any premiums due this Section 7(d), the amounts payable to the Executive pursuant to this Section 7 following termination of his employment shall be in full and complete satisfaction of the Executive's rights under this 3.2 Agreement and any other claims he may have in respect of his employment by the Company or any of its Subsidiaries. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims and, upon the Executive's receipt of such amounts, the Company shall be included in your gross income released and discharged from any and all liability to the extent Executive in connection with this Agreement or otherwise in connection with the provision Executive's employment with the Company and its Subsidiaries. Nothing in this Section 7(d) shall be construed to release the Company from its commitment to indemnify the Executive and hold the Executive harmless from and against any claim, loss or cause of such benefits would be deemed to be discriminatory under Code Section 105(h). For action arising from or out of the avoidance Executive's performance as an officer, director or employee of doubtthe Company or any of its Subsidiaries or in any other capacity, the parties mutually agree that the period during including any fiduciary capacity, in which the Company pays any premiums under this Section 3.2 shall run concurrently with Executive served at the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost request of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefits.to the maximum extent permitted by applicable law and the Governing Documents. (e)

Continuation of Benefits. Effective (i) Subject to Sections 5(f)(ii) and 5(i) hereof, in the event that the Executive’s employment is terminated during the Employment Term by the Executive for Good Reason or by the Company for Disability or any reason (including by the Company giving a Non-Renewal Notice) other than for Cause and not as a result of the Termination Datedeath of the Executive, you will cease all health benefit coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may Executive shall continue to be entitled to receive post-employment group health, dental, vision and executive health reimbursement benefits under the Company’s welfare benefit plans (the “Welfare Plans”) for a period of time commencing on the date of his termination and ending on the first to occur of (x) the second anniversary of his termination date or (y) the date on which the Executive commences full-time employment with another employer (the “Coverage Period”), provided, that in order to receive such continued coverage, the Executive shall be required to timely elect continuing medical, prescription and dental COBRA coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription Welfare Plans and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you pay the full applicable monthly COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation PeriodPremium”), so long as you remain eligible to continue such coverage under COBRAdescribed below, during the Coverage Period. The costs COBRA continuation period shall run simultaneously during the Coverage Period. During the Coverage Period, the Company shall withhold from the Executive’s severance pay each month the applicable monthly COBRA Premium for the Welfare Plans (based on the Executive’s coverage level on his termination date). The Company shall reimburse the Executive for this payment by providing an additional severance benefit in an amount equal to the applicable monthly COBRA premium for the Welfare Plans (determined based on the Executive’s coverage level on his termination date) for the period commencing on the Executive’s termination date and ending on the last day of the Coverage Period, grossed up by the Executive’s taxes paid on this COBRA Premium. For purposes of this Section 5(f)(i) only, the COBRA premium for the Company’s portion group health, dental and vision plans will be determined based on the COBRA rates at the time of any premiums due under this 3.2 the Executive’s termination and the COBRA premium for the Company’s executive health reimbursement benefits shall be included in your gross income to based on the extent premium amount the provision Executive was paying at the time of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefitsExecutive’s termination.

Continuation of Benefits. For a period of at least twelve months following ------------------------ the Effective as Time, Parent shall, or shall cause the Surviving Corporation to, provide employee benefit plans and arrangements which in the aggregate will provide a substantially comparable level of benefits to active and retired employees of the Termination DateSurviving Corporation and its Subsidiaries, you will cease all health considered as a group, to those provided under the Company employee benefit coverage plans and other arrangements as in effect immediately prior to the Effective Time, it being understood and agreed that Parent shall cause the Surviving Corporation to consult with senior management of the Surviving Corporation, including Xx. Xxxxxx, before any changes are made in the benefit coverage provided by plans or arrangements of the CompanySurviving Corporation during such twelve month period. Notwithstanding the foregoing, you may changes to the benefit plans and arrangements applicable to employees of the Surviving Corporation that would not comply with the substantially comparable standard set forth in the immediately preceding sentence shall be entitled permitted to elect continuing medicalthe extent approved by senior management of the Surviving Corporation, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)including Xx. In the event that you choose continuation of such coverage under COBRA, you shall continue Xxxxxx. All service credited to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented each employee by the Company or any of its Subsidiaries through the Effective Time shall be recognized by Parent for purposes of eligibility and vesting under any employee benefit plan provided by Parent or its Subsidiaries for the benefit of the employees of the Surviving Corporation and its Subsidiaries; provided, however, -------- ------- that, to the extent necessary to avoid duplication of benefits, amounts payable under employee benefit plans provided by Parent or its Subsidiaries may be reduced by amounts payable under similar the Company plans with respect to similarlythe same periods of service. In addition, with respect to any welfare benefit plan established or maintained by Parent or its Subsidiaries for the benefit of employees of the Surviving Corporation or its Subsidiaries, Parent shall, or shall cause the relevant Subsidiary to, waive any pre-situated employees who are continuing existing condition exclusions (other than any pre-existing condition that was not waived by a Company plan) and provide that any covered expenses incurred on or before the Effective Time in their employment), pursuant to COBRA, and respect of the current plan year by any employee of the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period or any of time set forth in Exhibit B its Subsidiaries (the “COBRA Continuation Period”), so long as you remain eligible to continue or any covered dependent of such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 an employee) shall be included taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time in your gross income to the extent the provision respect of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefitscurrent plan year.