My group health coverage will terminate as of the Separation Date, at which point I will have the option to continue group coverage through the Consolidated Omnibus Budget Reconciliation Act ("COBRA") upon timely payment of the required premiums. I understand and agree that provided I timely elect and I am otherwise eligible for COBRA coverage, the Company will subsidize my COBRA monthly premiums for the coverage which I elect during the Severance Period such that my portion of the premium will approximate my regular employee contribution premium. The costs of the Company's portion of any premiums during the Severance Period shall be included in my gross income to the extent the provision of such benefits is deemed to be discriminatory under section 105(h) of the Internal Revenue Code of 1986, as amended (the "Code"). If I obtain new employment during the Severance Period or otherwise become ineligible for COBRA coverage, then the Company's obligation to pay the COBRA premiums will cease. If I continue my COBRA coverage beyond the Severance Period, then I understand that I will be responsible for the full COBRA premium payments.

expense. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. As an additional severance benefit, if you timely elect continued coverage under COBRA, the Company will reimburse you for or pay directly (at the Company’s discretion) the COBRA premiums to continue your health insurance coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Separation Date and ending on the earliest to occur of: # December 31, 2023; # the date you become eligible for group health insurance coverage through a new employer; or # the date you cease to be eligible for COBRA continuation coverage for any reason. If the Company elects to reimburse you, you must timely pay your premiums, and then provide the Company with proof of same to obtain reimbursement for your COBRA premiums under this [Section 3(b)]. In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay you, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month for the remainder of the COBRA Premium Period, which you may (but are not obligated to) use toward the cost of COBRA premiums.

Should Employee elect, pursuant to the protections afforded by the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), to continue group health care coverage as is from time to time provided by or through the Company to all similarly situated eligible employees, the Company shall pay the then applicable COBRA contribution for each month of Employee’s eligibility through the Severance Period, or until Employee terminates such coverage, whichever shall occur first. Thereafter, Employee shall pay the COBRA contribution for the remaining months of eligibility or until Employee terminates coverage, whichever shall occur first.

COBRA Health Benefit. Subject to the Company’s right of election for an alternative lump-sum payment under [Section 9(d)] hereof, if you are subject to an Involuntary Termination and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of # the close of the six (6) month period following your Separation, # the expiration of your continuation coverage under COBRA or # the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.

new employment or self-employment (such period from the termination date through the earliest of [(A) through (C)], the “COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums could result in a violation of the nondiscrimination rules of Section 105(h)(2) of 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 Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay you on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. You may, but are not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. On the sixtieth (60th) day following your Separation from Service, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such payment will be you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the Separation from Service through such sixtieth (60th) day, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease;

COBRA Benefits. Should you timely elect and be eligible to continue receiving group health insurance pursuant to the “COBRA” law, the Company will, until the earlier of # the date that is 12 months following the Separation Date, and # the date on which you obtain alternative coverage (as applicable, the “COBRA Contribution Period”), continue to pay the share of the premiums for such coverage to the same extent it was paying such premiums on your behalf immediately prior to the Separation Date. The remaining balance of any premium costs during the COBRA Contribution Period, and all premium costs thereafter, shall be paid by you on a monthly basis for as long as, and to the extent that, you remain eligible for COBRA continuation. You agree that, should you obtain alternative medical and/or dental insurance coverage prior to the date that is 12 months following the Separation Date, you will so inform the Company in writing within five (5) business days of obtaining such coverage.

Severance Health Premium Reimbursements. If Employee timely elects to continue his Company-provided group health insurance coverage pursuant to the federal COBRA law, the Company will reimburse Employee for the cost of such COBRA premiums to continue health insurance coverage at the same level of coverage for Employee and his dependents (if applicable) in effect as of the termination date, through the end of six (6) months or until such time as Employee qualifies for health insurance benefits through a new employer, whichever occurs first. Employee shall notify the Company in writing of such new employment not later than five (5) business days after securing it.

Should Employee elect, pursuant to the protections afforded by the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), to continue group health care coverage as is from time to time provided by or through the Company to all similarly situated eligible employees, the Company shall pay the then applicable COBRA contribution for each month of Employee’s eligibility through the Severance Period, or until Employee terminates such coverage, whichever shall occur first. Notwithstanding the foregoing, the parties acknowledge that Employee’s COBRA election could result in the Employee’s irrevocable forfeiture of any retiree health care benefits she might otherwise be entitled to receive under the applicable Company-sponsored health care plan, and that it may be more advantageous for Employee to elect retiree health care benefits under such plan as of his termination date. This election must be made on or before the Last Day of Work. In the event Employee elects retiree health care as of the termination date, the Company shall pay Employee an additional monthly sum of $1,300 per month for a period of 24 months. This payment will be paid directly to Employee (subject to tax withholdings) as an additional severance payment.