if Executive is eligible for and timely elects COBRA Continuation Coverage, the Company will pay the monthly premiums for the level of coverage Executive maintained on the date of termination through the COBRA Payment End Date, provided that if during the period Executive is receiving this benefit, Executive obtains new employment and becomes eligible for coverage under any group benefits plan of the new employer, Executive shall promptly notify the Company in writing of such eligibility; and

if Executive timely elects COBRA continuation coverage, the Company will pay through the COBRA Payment End Date (as defined above) the monthly premiums for the level of coverage Executive maintained on the date of termination, provided that if during the period Executive is receiving this benefit, Executive obtains new employment and becomes eligible for coverage under the group benefits plan of the new employer, Executive must promptly notify the Company in writing of such eligibility;

if Executive (or, following his death, his spouse) timely elects COBRA continuation coverage, the Company will pay through the COBRA Payment End Date (as defined below) the monthly premiums for the level of coverage Executive maintained on the date of termination. The “COBRA Payment End Date” shall be the earlier of # 12 months following the date of termination and # the date Executive becomes employed by a third party and is eligible for coverage under the group health plan of the new employer. If during the period Executive is receiving this benefit, Executive obtains new employment and becomes eligible for coverage under the group benefits plan of the new employer, Executive shall promptly notify the Company in writing of such eligibility;

if Executive (or, following Executive’s death, Executive’s spouse) is eligible for and timely elects medical continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 for Executive and Executive’s spouse and/or dependents then currently enrolled in such coverage (“COBRA Continuation Coverage”), the Company will pay through the COBRA Payment End Date (as defined below) the monthly premiums for the level of coverage Executive maintained on the date of termination. The “COBRA Payment End Date” shall be the earlier of # 12 months following the date of termination and # the date Executive becomes employed by a third party and is eligible for coverage under any group health plan of the new employer. If during the period Executive is receiving COBRA Continuation Coverage, Executive obtains new employment and becomes eligible for coverage under the group benefits plan of the new employer, Executive shall promptly notify the Company in writing of such eligibility.

so long as the Executive timely elects (and remains eligible for) health benefits continuation pursuant to COBRA, payment by the Company of the Executive’s applicable premiums (including spouse or family coverage if the Executive had such coverage on the Termination Date) for such continuation coverage under COBRA (payable as and when such payments become due) during the period commencing on the Termination Date and ending on the earliest to occur of # the one year anniversary of the Termination Date, and # the date on which the Executive and his or her covered dependents, if any, become eligible for health insurance coverage through another employer.

If Executive timely elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the Company’s portion of the premium (at the same rates in effect on the Date of Termination) for Executive and Executive’s covered dependents through the earlier of # the twelve (12)-month anniversary of the Date of Termination and # the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, # if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 6(c)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the provisions of COBRA. Executive shall notify the Company immediately if Executive becomes covered by a group health plan of a subsequent employer.

Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s Separation from Service and ending on the earliest to occur of: # [number] (#) months following Executive’s Separation from Service; # the date Executive becomes eligible for group health insurance coverage through a new employer; or # the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive 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, the Company instead shall pay to Executive, on the first day of each calendar month remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, which Executive may, but is not obligated to, use toward the cost of COBRA premiums.

If the Executive was enrolled in a group health plan (i.e., medical, dental, or vision plan) sponsored by the Company or an affiliate of the Company immediately prior to the date of termination, the Executive may be eligible to continue coverage under such group health plan (or to convert to an individual policy) at the time of the Executive’s termination of employment under the Consolidated Omnibus Budget Reconciliation Act of 1985 (together with any state law of similar effect, “COBRA”). The Company will notify the Executive of any such right to continue such coverage at the time of termination pursuant to COBRA. No provision of this Plan will affect the continuation coverage rules under COBRA, except that the Company’s payment, if any, of applicable insurance premiums will be credited as payment by the Executive for purposes of the Executive’s payment required under COBRA. Therefore, the period during which an Executive may elect to continue the Company’s or its affiliate’s group health plan coverage at his or her expense under COBRA, the length of time during which COBRA coverage will be made available to the Executive, and all other rights and obligations of the Executive under COBRA (except the obligation to pay insurance premiums that the Company pays, if any) will be applied in the same manner that such rules would apply in the absence of this Plan. If the Executive is eligible for and timely elects continued coverage under COBRA, the Company shall pay the full amount of the COBRA premiums (the “Company COBRA Payment”) for the continued coverage under the Company’s group health plans of the Executive and the Executive’s then-eligible dependents, for that number of months following the Executive’s termination equal to the Severance Multiplier or such lesser number of months until the Executive and his eligible dependents cease to be eligible for continued coverage under COBRA (the “COBRA Payment Period”). The Executive shall be required to notify the Company immediately if the Executive becomes eligible under a group health plan of a subsequent employer. Upon the conclusion of the COBRA Payment Period, the Executive will be responsible for the timely payment of the full amount of premiums required under COBRA for the duration of the COBRA period. For purposes hereof, any applicable insurance premiums that are paid by the Company shall not include any amounts payable by the Executive under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Executive.

■Subject to (x) executive’s timely election of continuation coverage under COBRA, and (y) executive’s continued copayment of premiums at the same level and cost to executive as if executive were an active employee of the Company, continued payment by the Company of executive’s health insurance coverage during the twelve (12) month period following the date of termination to the same extent that the Company paid for such coverage immediately prior to the date of termination, subject to the eligibility requirements and other terms and conditions of such insurance coverage.

Executive becomes eligible to receive medical, dental or vision coverage, as applicable, from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility) (the “COBRA Continuation Period”). Notwithstanding the foregoing, if the Company determines it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s and Executive’s covered dependents’ group health coverage in effect on the Date of Termination (which amount shall be based on the premium for the first month of COBRA coverage), less the amount Executive would have had to pay to receive group health coverage as an active employee for Executive and his or her covered dependents based on the cost sharing levels in effect on the Date of Termination, which payments shall be made for the remainder of the COBRA Continuation Period.