Continuation of Benefits. In addition to the Accrued Benefits payable under Section 5(b)(i), Executive or his estate or beneficiaries, hereunder as appropriate, in the event of the death of the Executive, but only to the extent that Executive or his estate or beneficiaries are not entitled to twelve (12) months of Base Salary in connection with Executive’s termination of employment as a result of Executive’s death or Disability under the Management Retention Agreement, shall be entitled to twelve (12) month’s Base Salary payable in equal monthly or more frequent installments, on the same schedule and in accordance with the Company’s regular payroll policies for senior executives, commencing thirty days (30) after the Termination Date. Further, Executive’s surviving spouse, if any, and minor children shall be eligible to continue to participate in the Company’s health insurance programs, at the expense of the Company for twelve (12) months after the death or Disability of Executive to the extent such continuation is permitted by applicable law. After such one-year period, Executive’s dependents shall be entitled to participate in any insurance program of the Company to the extent required by federal or state law. No provision of this Agreement shall limit any of Executive’s (or his beneficiaries’) rights under any insurance, pension or other benefit programs of the Company for which Executive shall be eligible at the time of such death or disability.

Benefits Continuation. Upon an involuntary termination of employment pursuant to which the Executive is entitled to severance pay under [Section III].A.1., subject to the Executive’s timely election of continuation coverage under the Consolidated Budget Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay the premiums for the Executive for a period of eighteen (18) months based on the level of coverage in effect as of the date of the Executive’s termination. Notwithstanding the foregoing, in the event that the Executive becomes eligible to receive substantially similar or improved medical, dental or vision benefits from a subsequent employer (whether or not the Executive accepts such benefits), the Company’s obligations under this [Section III].A.2. shall immediately cease. The Executive will notify the Company of his eligibility for such benefits from a subsequent employer within thirty (30) days of such eligibility.

Benefits Continuation. Executive will receive the “Benefits Continuation” (as defined below) following the termination of his employment pursuant to Sections 5(a), 5(b), 5(d) or 5(e), subject, in all cases other than due to a termination pursuant to Section 5(b), to Executive’s continued compliance with the Restrictive Covenants and Executive executing and not revoking a release of claims substantially identical to the release set forth in Section 7(g) below following the date on which Executive’s employment terminates. “Benefits Continuation” shall mean, upon Executive’s timely election of COBRA, continued coverage for Executive and his eligible dependents in the Company’s medical, dental, vision and prescription drug plans at active employee rates through the earlier of the date on which Executive becomes eligible for Medicare coverage (or, in the case of a termination pursuant to Section 5(b) only, the date on which Executive would have attained age 65) or the date on which he becomes eligible for coverage under the healthcare plans of a subsequent employer; provided, that, in the event that COBRA expires or the Company cannot continue coverage under the Company plans for any reason, then the Company shall instead pay Executive a monthly payment in an amount equal to the Company’s portion of the healthcare premiums under the Company plans and assist Executive in obtaining comparable coverage from a third party healthcare provider. For the avoidance of doubt, Executive will not receive the Benefit Continuation if his employment is terminated pursuant to Section 5(c).

Continuation of Benefits. Provided Executive has executed and delivered to the Company a Release and Waiver of Claims (a copy of which the Company shall deliver to Executive on or prior to the Termination Date) within 22 days after the Termination Date and Executive refrains from revoking, rescinding or otherwise repudiating such Release and Waiver of Claims for all applicable periods during which Executive may revoke it (failure to provide such a release shall result in the forfeiture of all benefits under this [subparagraph (ii)]), during the period ending on the earlier of # the last day of the Employment Period as set forth in Section 1 above (or the last day of the extended Employment Period if this Agreement is renewed for an additional term pursuant to Section 1 above), # a breach by Executive of any obligation set forth in Section 6, or # twenty-four (24) months following termination of employment by the Company under Section 5(a), Executive shall be entitled to continue to receive:

Benefits Continuation. Upon an involuntary termination of employment pursuant to which the Executive is entitled to severance pay under Section III.A.1., subject to the Executive’s timely election of continuation coverage under the Consolidated Budget Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay or reimburse the medical, dental and vision premiums for the Executive for a period of eighteen (18) months based on the level of coverage in effect as of the date of the Executive’s termination. Notwithstanding the foregoing, in the event that the Executive becomes eligible to receive substantially similar or improved medical, dental or vision benefits from a subsequent employer (whether or not the Executive accepts such benefits), the Company’s obligations under this Section III.A.2. shall immediately cease. The Executive will notify the Company of his eligibility for such benefits from a subsequent employer within thirty (30) days of such eligibility.

Continuation of Benefits. Upon any termination of employment, whether voluntary or otherwise, Executive shall have the option to elect health insurance coverage for himself, his spouse and his eligible dependents during the period commencing on the end of the statutory COBRA period, if any (provided that Executive validly elected COBRA continuation coverage), until the earlier of the date on which Executive # is eligible to participate in another health benefit plan (including, without limitation, a plan sponsored by a then current or former employer of Executive’s or Executive’s spouse, other than a plan that provides for “excepted benefits” as defined under section 733(c) of the Employee Retirement Income Security Act of 1974) or # becomes eligible for Medicare. Such coverage will be provided for by the Company (or any successor to the Company, whether by operation of law or otherwise) in accordance with applicable law, and Executive shall pay premiums consistent with other senior executive employees of the Company (or any successor to the Company, whether by operation of law or otherwise). Executive agrees to take all required actions and provide any requested personal medical history and information, in accordance with the applicable policy application and medical underwriting process. Nothing in this Section 4(g) shall decrease or reduce Executive’s rights or entitlements under Sections 4(b)(v), 4(c)(v) or 4(d)(iv).

CONTINUATION OF BENEFITS. In the event of a Qualifying Change in Control Termination occurs and the Executive becomes entitled to severance benefits under this Agreement, the Company, or any successor to the Company, shall provide to the Executive with the continuation of his coverage under the Company’s medical, dental, vision, life insurance and disability benefit plans, as if the Executive had continued in employment with the Company uninterrupted for a period of twenty-four (24) months following the Qualifying Change in Control Termination; provided, however, that the Executive must continue to pay the monthly medical and life insurance contributions (if any) paid by active employees of the Company for this coverage to remain in effect. If the Executive is unable to continue participating in the Company’s benefit plans due to the provisions of the documents governing such plans or any other reason, the Company will reimburse the Executive for his expenses in obtaining comparable benefit coverage. Notwithstanding the foregoing, coverage under any qualified retirement plan and (except as otherwise required by law) coverage under any cafeteria plan, dependent care spending account or health care spending account will cease. The Company may satisfy a portion of its obligations by reimbursing and/or paying the Executive’s applicable COBRA premium with respect to any such plans. The Company’s obligations under this Section 5 shall cease once the Executive is eligible for comparable coverage from a subsequent employer. The Company may require the health benefit continuation period required under the continuation coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, to run concurrently with the benefit continuation period hereunder.

Benefits Continuation. Upon an involuntary termination of employment pursuant to which the Executive is entitled to severance pay under Section III.A.1., subject to the Executive’s timely election of continuation coverage under the Consolidated Budget Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay the premiums for the Executive for a period of eighteen (18) months based on the level of coverage in effect as of the date of the Executive’s termination. Notwithstanding the foregoing, in the event that the Executive becomes eligible to receive substantially similar or improved medical, dental or vision benefits from a subsequent employer (whether or not the Executive accepts such benefits), the Company’s obligations under this Section III.A.2. shall immediately cease. The Executive will notify the Company of his eligibility for such benefits from a subsequent employer within thirty (30) days of such eligibility.

Continuation of Benefits. For a period of 12 months after the Employment End Date, to the extent Employee elects to continue group medical, vision, or dental insurance coverage under COBRA and timely remits the amount of premium assessed to similarly situated active employees for comparable coverage, the Company will pay the Company’s usual share of such premiums. Benefits payable under this Section 6(e)(ii) will terminate to the extent Employee ceases to be eligible for COBRA coverage under the Company’s medical benefits plan. Notwithstanding the foregoing, the Company will not pay the contribution toward COBRA coverage described above to the extent that the Company reasonably determines that doing so would subject the Company to the excise tax under Section 4980D of the Internal Revenue Code (the “Code”) (as a result of discriminatory coverage under a group health plan).

Continuation of Benefits. For a period of 18 months after the Employment End Date, to the extent Employee elects to continue group medical, vision, or dental insurance coverage under COBRA and timely remits the amount of premium assessed to similarly situated active employees for comparable coverage, the Company will pay the Company’s usual share of such premiums. Benefits payable under this Section 6(g)(iii) will terminate to the extent Employee ceases to be eligible for COBRA coverage under the Company’s medical benefits plan. Notwithstanding the foregoing, the Company will not pay the contribution toward COBRA coverage described above to the extent that the Company reasonably determines that doing so would subject the Company to the excise tax under Section 4980D of the Internal Revenue Code (the “Code”) (as a result of discriminatory coverage under a group health plan).