COBRA Coverage. Seller will provide for any required continuation coverage pursuant to Section 4980B of the Code (“COBRA Coverage”) for Business Employees with respect to any “qualifying event” (as defined in Section 4980B(f)(i) of the Code) that occurred before the Closing Date and Buyer will provide COBRA Coverage for the Hired Employees and their qualified beneficiaries with respect to qualifying events occurring on or after the Closing Date.

COBRA. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

COBRA Coverage. If the Participant timely and properly elects continuation health care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) under the Employer’s health care plan, the Employer will pay the “Company’s portion” (as defined below) of the COBRA premiums actually paid by the Participant for such COBRA continuation coverage (“COBRA Coverage”) for a designated period following the date of the Participant’s Qualifying Termination (as set forth in the table below). The “Company’s portion” of COBRA Coverage shall be the difference between one hundred percent (100%) of the costs of such COBRA Coverage and the dollar amount of medical premium expenses paid for the same type or types of Employer medical benefits by a similarly situated Employee on the date of the Participant’s Qualifying Termination.

COBRA. By law, and regardless of whether you sign this Agreement, you will be eligible for medical, dental and vision insurance pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The COBRA qualifying event shall be deemed to have occurred on the Separation Date. If you are currently participating in the Company’s group health insurance plans, your participation as an employee will end on May 31, 2019. Thereafter, to the extent provided by the federal COBRA law or, if applicable, state insurance laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits at your own expense. If you timely elect and remain eligible for continued coverage under COBRA, and execute and return this Agreement, the Company will pay your COBRA premium for 12 months of coverage through May 31, 2020 or until you obtain health care benefits from another employer. The Company will not be responsible for any taxes that this additional payment may impose on you.

COBRA Coverage. Subject to Section 3(d), the Company will provide COBRA Coverage until the earliest of # a period of twelve (12) months from the date of the Executive’s termination of employment, # the date upon which the Executive (and the Executive’s eligible dependents, as applicable) becomes covered under similar plans, or # the date upon which the Executive ceases to be eligible for coverage under COBRA.

COBRA. To the extent provided by the federal COBRA law or, if applicable, state insurance laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. If you timely elect continued coverage under COBRA, the Company will pay your COBRA premiums to continue your coverage (including coverage for eligible dependents, if applicable) through the period (the “COBRA Premium Period”) starting on the Separation Date and ending on the earliest to occur of: # January 31, 2020; # 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, including plan termination. 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 in writing of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall provide you with taxable monthly payments in an amount equal to the premium amount for the first month of your COBRA coverage, and such monthly installments shall be made through the remainder of the COBRA Premium Period.

COBRA Coverage. Subject to Section 3(d), the Company will pay the premiums for coverage under COBRA (as defined below) for the Executive and the Executive’s eligible dependents, if any, at the rates then in effect, subject to any subsequent changes in rates that are generally applicable to the Company’s active employees (the “COBRA Coverage”), until the earliest of # if the Qualifying Non-CIC Termination occurs prior to December 31, 2019, a period of three (3) months from the date of the Executive’s termination of employment, and if the Qualifying Non-CIC Termination occurs on or following December 31, 2019, a period of six (6) months from the date of the Executive’s termination of employment, # the date upon which the Executive (and the Executive’s eligible dependents, as applicable) becomes covered under similar plans, or # the date upon which the Executive ceases to be eligible for coverage under COBRA.

COBRA Health Insurance Coverage. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall be interpreted to require Bank to extend COBRA health insurance coverage benefits to Executive in violation of applicable law. In the event that, following termination of Executive’s employment with Bank, Executive shall be entitled to receive extended insurance benefits pursuant to the terms of this Agreement, Executive shall be required to elect COBRA health insurance coverage and, thereafter, Bank shall provide such coverage to Executive through a COBRA subsidy; provided, however, that at such time as Bank is no longer permitted to extend COBRA health insurance coverage benefits to Executive under applicable law, Bank shall provide a cash payment to Executive in lieu of such subsidy (with each cash payment being equal to the amount of the last COBRA subsidy provided to Executive prior to Executive’s termination pursuant to the terms hereof) , and Executive shall elect and obtain his own health insurance coverage.

COBRA. Should Executive 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 twelve (12) months following the Separation Date, and # the date on which Executive obtains 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 Executive’s 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 Executive on a monthly basis for as long as, and to the extent that, Executive remains eligible for COBRA continuation. Executive agrees that, should Executive obtain alternative medical and/or dental insurance coverage prior to the date that is twelve (12) months following the Separation Date, Executive will so inform the Company in writing within five (5) business days of obtaining such coverage.

Cost of COBRA Continuation Coverage. If and to the extent that Executive, following a termination of Executive’s employment described in Section 3.3, properly and timely elects (on behalf of Executive and Executive’s qualified beneficiaries) continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health plan, Executive shall pay from time to time the then-current portion of the cost of such coverage that would be payable by the Company’s similarly situated active employees and the Company shall pay the balance of such then-current costs as long as and for the period during which the Company remains obligated for continuing payments under Section 3.3(c) (without regard to any acceleration by the Company of such payments). The Company shall be authorized to deduct from the installments to be paid under Section 3.3 Executive’s then-current share of the cost of such coverage. The Company’s subsidy of such group health plan coverage shall terminate upon the earlier of # the date of termination of COBRA continuation coverage and # the payment in full by the Company of its obligations under