Common use of Continued Healthcare Clause in Contracts

Continued Healthcare. If Executive and Executive’s eligible dependents then participating in the Company’s group health insurance plans elect to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the premium for Executive and Executive’s covered dependents on a monthly basis through the earlier of (i) the one (1) year anniversary of the Termination Date and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) (the “COBRA Payment Period”). After the Company ceases to pay premiums pursuant to the preceding sentence, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the provisions of COBRA. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying the COBRA premiums, the Company will pay Executive, for each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for such month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”). Executive may, but is not obligated to, use any such Special Severance Payment toward the cost of COBRA premiums. Special Severance Payments (if any) will be made to Executive on a monthly basis as follows: (i) if the Company does not pay the COBRA premiums for any month during the sixty (60)-day period following the Termination Date, a Special Severance Payment will be made to Executive on the sixtieth (60th) day following the Termination Date and will be equal to the aggregate amount of the COBRA premiums for such months; and (ii) following such sixty (60)-day period, if the Company does not pay the COBRA premiums for any remaining month during the COBRA Payment Period, a Special Severance Payment will be made to Executive on the first day of such month and will be equal to the COBRA premiums for such month.

Continued Healthcare. In the event that Executive’s employment is terminated (i) for reasons unrelated to a Change of Control as described in Section 8 above; (ii) involuntarily by the Company for any reason other than Cause, death, Disability or Executive terminates his employment with Good Reason during the Change of Control Period, as more particularly described in Section 9 above; or (iii) terminates his employment for Good Reason, then Executive shall be entitled to receive the continued health care benefits described below. If Executive and Executive’s eligible dependents then participating in the Company’s group health insurance plans elect elects to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay directly pay, or at Executive’s request, reimburse Executive for, the premium for Executive and Executive’s covered dependents on a monthly basis through the earlier of twelve (i12) the one (1) year month anniversary of the Termination Date and (ii) the date Executive and of Executive’s covered dependents, if any, become eligible for healthcare coverage termination of employment under another employerthe Company’s plan(s) (medical plans and in accordance with the “COBRA Payment Period”)terms of the applicable plan documents. After the Company ceases to pay premiums pursuant to the preceding sentence, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the provisions of COBRA. Notwithstanding the foregoing, if Executive obtains full-time employment during this twelve (12) month period that entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must notify the Company determines, and no further reimbursements will be paid by the Company to the Executive pursuant to this subsection. If the Company determines in its sole discretion, discretion that it cannot provide the payment of the foregoing COBRA premiums would result in a violation of benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall in lieu of paying the COBRA premiums, the Company will pay Executive, for each month of the remainder of the COBRA Payment Period, thereof provide to Executive a fully taxable cash lump-sum payment in an amount equal to the monthly (or then remaining) COBRA premiums premium that Executive would be required to pay to continue his group health coverage in effect on the date which the Executive terminates his employment (which amount shall be based on the premium for such month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”). Executive may, but is not obligated to, use any such Special Severance Payment toward the cost first month of COBRA premiums. Special Severance Payments (if any) will be made to Executive on a monthly basis as follows: (i) if the Company does not pay the COBRA premiums for any month during the sixty (60)-day period following the Termination Date, a Special Severance Payment will be made to Executive on the sixtieth (60th) day following the Termination Date and will be equal to the aggregate amount of the COBRA premiums for such months; and (ii) following such sixty (60)-day period, if the Company does not pay the COBRA premiums for any remaining month during the COBRA Payment Period, a Special Severance Payment will be made to Executive on the first day of such month and will be equal to the COBRA premiums for such monthcoverage).

Continued Healthcare. If Executive and Executive’s 's eligible dependents then participating in the Company’s 's group health insurance plans elect to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the premium for Executive and Executive’s 's covered dependents on a monthly basis through the earlier of (i) the one (1) year anniversary of the Termination Date and (ii) the date Executive and Executive’s 's covered dependents, if any, become eligible for healthcare coverage under another employer’s 's plan(s) (the “COBRA Payment Period”). After the Company ceases to pay premiums pursuant to the preceding sentence, Executive may, if eligible, elect to continue healthcare coverage at Executive’s 's expense in accordance with the provisions of COBRA. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of applicable law (including, without limitation, the nondiscrimination rules of Section 2716 105(h)(2) of the Public Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Service Care and Education Reconciliation Act), then in lieu of paying providing the COBRA premiums, the Company will Company, in its sole discretion, may elect to instead pay Executive, for Executive on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for such that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use any such Special Severance Payment toward the cost of COBRA premiums. Special Severance Payments (if any) will be made to Executive on a monthly basis as follows: (i) if the Company does not pay the COBRA premiums for any month during the sixty (60)-day period following the Termination Date, a Special Severance Payment will be made to Executive on the sixtieth (60th) day following the Termination Date and will be equal to the aggregate amount of the COBRA premiums for such months; and (ii) following such sixty (60)-day period, if the Company does not pay the COBRA premiums for any remaining month during the COBRA Payment Period, a Special Severance Payment will be made to Executive on the first day of such month and will be equal to the COBRA premiums for such month.

Continued Healthcare. If Executive By law, and Executive’s eligible dependents then participating in regardless of whether you sign this Agreement, you shall have the Company’s group health right to continue your medical and dental insurance plans elect to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”). The COBRA qualifying event shall be deemed to have occurred on January 10, 2020. Upon completion of the Company appropriate COBRA forms and your execution of this Agreement, and subject to all the requirements of COBRA, you shall be allowed to continue participation in the Company’s health and dental insurance plans at the Company’s expense (except for your co-pay or your portion of premium payments, if any, which shall be paid directly by you), for the premium for Executive period commencing on the first day of the full calendar month following the effective date of the Release and Executive’s covered dependents on a monthly basis irrevocable through the earlier of (i) the one (1) year anniversary last day of the Termination Date six (6) full calendar months following the effective date of the Release and (ii) the date Executive you and Executive’s your covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). You agree to provide the Company with written notice immediately upon securing such employment and upon becoming eligible for such benefits. Thereafter, your eligibility to continue participation in the Company’s health and dental insurance plans under COBRA (including but not limited to the COBRA premium payments required for same) (shall be subject to COBRA rules and provisions. The payments and benefits provided under this Section 2 shall be referred to as the “COBRA Payment Period”)Separation Benefit.” You acknowledge and agree that the Separation Benefit is not otherwise due or owing to you under any Pieris policy or practice. After For the Company ceases to pay premiums pursuant to avoidance of doubt, the preceding sentenceabove- described Separation Benefit shall be in lieu of (and not in addition to) any payments or benefits described in Section 4(b) of the Employment Agreement. You further acknowledge that except for the Separation Benefit, Executive mayyour final wages, if eligibleany accrued but unused vacation, elect to continue healthcare coverage at Executive’s expense and any properly incurred but not yet reimbursed business expenses (each of which shall be paid or reimbursed, as the case may be, in accordance with Pieris’ regular payroll practices and applicable law), you are not now and shall not in the provisions of COBRA. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of applicable law (future be entitled to any other compensation from Pieris including, without limitation, Section 2716 other wages, commissions, bonuses, vacation pay, holiday pay, equity, stock, stock options, paid time off, or any other form of the Public Health Service Act), then in lieu of paying the COBRA premiums, the Company will pay Executive, for each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for such month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”)compensation or benefit. Executive may, but is not obligated to, use any such Special Severance Payment toward the cost of COBRA premiums. Special Severance Payments (if any) will be made to Executive on a monthly basis as follows: (i) if the Company does not pay the COBRA premiums for any month during the sixty (60)-day period following the Termination Date, a Special Severance Payment will be made to Executive on the sixtieth (60th) day following the Termination Date and will be equal to the aggregate amount of the COBRA premiums for such months; and (ii) following such sixty (60)-day period, if the Company does not pay the COBRA premiums for any remaining month during the COBRA Payment Period, a Special Severance Payment will be made to Executive on the first day of such month and will be equal to the COBRA premiums for such month3.