COBRA. As of the Separation Date, any group health insurance coverage and/or dental reimbursement coverage Pennypacker may have with the Company will be terminated and applicable COBRA coverage will be made available to Pennypacker. The available coverage is the same coverage that is available for all non-represented employees of the Company. Beginning on the Separation Date, Pennypacker understands that Pennypacker is eligible to elect continued health and/or dental insurance coverage under COBRA. If Pennypacker elects continued coverage under COBRA, the Company agrees to reimburse Pennypacker for 100% of the monthly COBRA cost upon receipt of proof of payment from the Separation Date through eighteen (18) months following the Separation Date (the “COBRA End Date”). To be eligible for reimbursement, Pennypacker must submit proof of payment within 30 days of payment. Pennypacker understands it is Pennypacker’s sole obligation to make these COBRA payments on a monthly basis in order to continue Pennypacker’s health or dental insurance benefits and that failure by Pennypacker to make these payments timely will result in cessation of benefits. If Pennypacker obtains other employment prior to the COBRA End Date that offers any of such insurance coverage, the Company’s obligation to reimburse Pennypacker for COBRA payments will be terminated. Following the COBRA End Date, to the extent Pennypacker has not obtained and does not obtain other employment that offers any of such insurance coverage, the Company will continue to offer continued coverage under its group health and/or dental insurance plan to Pennypacker on the same terms that are available for all non-represented employees of the Company until the second anniversary of the Separation Date (the “Coverage End Date”) and, if Pennypacker elects continued coverage, then the Company will reimburse Pennypacker for 100% of the monthly cost of such coverage upon receipt of proof of payment until the Coverage End Date.

COBRA. The Seller is wholly responsible for complying with all applicable health care continuation coverage requirements under COBRA and related state Laws with respect to the employees of the Seller and the Seller Affiliates as to qualifying events that occur on or prior to the Closing Date, and the Purchaser is wholly responsible for complying with such coverage requirements with respect

COBRA. Notwithstanding any other provision of this Agreement to the contrary, for the avoidance of doubt, and other than for individuals (and their qualified beneficiaries) identified on [Schedule 6.2(b)], the ​ Group (which, for this purpose, is the “Buying Group” as defined in Treas. Reg. [section 54.4980B-9]9]) will be responsible for providing any required COBRA notices, and for providing COBRA continuation coverage, to all individuals who are “M&A qualified beneficiaries” (as defined in Treas. Reg. [section 54.4980B-9]9]) with respect to the transactions contemplated by this Agreement and the group health plans maintained by the ​ Group (which, for this purpose is the “Selling Group” as defined in Treas. Reg. [section 54.4980B-9]9]). If and to the extent that the Buying Group fails to comply with its obligations under this paragraph, each member of the Buying Group will be jointly and severally liable to the Selling Group for all costs, expenses, and liabilities incurred by any member of the Selling Group however characterized (including benefits paid to M&A qualified beneficiaries which the Selling Group’s group health plans would not otherwise have been required to pay).

COBRA. You hereby further acknowledge and agree that, except as otherwise provided in this Agreement, the Termination Date is the date of termination of your employment with the Company for purposes of participation in and coverage under the employee benefit plans and programs maintained by the Company, and that as of the Termination Date you will only be entitled to receive from the Company # the Accrued Rights and # other rights or benefits specifically provided under the terms of this Agreement. As required by law or regulation, you will be eligible to participate in the Company’s medical, dental and vision plans through COBRA after you are no longer employed by the Company.

Cash Payment for COBRA Premium. Employee will receive a cash payment of in the aggregate amount of $9,538.12, representing an estimate of the Employee’s payment of COBRA continuation payments for a period of four (4) months. This payment shall be paid in a single cash amount, less applicable withholdings, on January 2, 2016, provided that Employee executes this Agreement in the 21-day consideration period, this Agreement has not been revoked, and is no longer subject to revocation by Employee.

COBRA Premium. If the Employee elects to receive COBRA benefits upon termination, the Company shall pay the premium for coverage of the Employee and the Employee's eligible spouse and/or dependents under the Company's group health plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act for the one-year period beginning on the Termination Date.

COBRA Coverage. Purchaser shall be responsible for perpetuating the group health plan continuation coverages pursuant to Code section 4980B and ERISA [sections 601 through 609] for all current and former Business Employees and their spouses and dependents, regardless of termination date. Purchaser shall indemnify and hold Sellers harmless for any Liability to Sellers incur at any time after the Closing Date under the provisions of Code section 4980B or ERISA [sections 601 through 609] with respect to all current and former Business Employees and their dependents or spouses.

Payment. The Committee shall have sole discretion to determine in each Award agreement whether the payment with respect to the exercise of a Stock Appreciation Right will be in the form of all cash, Shares, or any combination thereof. In the event of the exercise of a Stock Appreciation Right payable in Shares, the holder of the Stock Appreciation Right shall receive that number of whole Shares of stock of the Company having an aggregate Fair Market Value on the date of exercise equal to the value obtained by multiplying # the excess of the Fair Market Value of a Share on the date of exercise over the exercise price for the Stock Appreciation Right by # the number of Shares as to which the Stock Appreciation Right is exercised. However, notwithstanding the foregoing, the Committee, in its sole discretion, may place a ceiling on the amount payable upon exercise of a Stock Appreciation Right, but any such limitation shall be specified at the time that the Stock Appreciation Right is granted.

Payment. All payments under this Agreement shall be made in shares of Verizon common stock. Subject to paragraph 7(a) or 7(b), as soon as practicable after the vesting date of the applicable installment of the RSUs specified in paragraph 5(a) (but in no event later than two and one-half months after the applicable vesting date), the number of shares that shall be paid shall equal the number of RSUs that vested on the applicable vesting date (minus shares withheld for taxes). If the Participant dies before any payment due hereunder is made, such payment shall be made to the Participant’s beneficiary, as designated under paragraph 11. Once a payment has been made with respect to a RSU, the RSU shall be cancelled; however, all other terms of the Agreement, including but not limited to the Participant’s obligations and restrictions set forth in [Exhibits A] and B to this Agreement, shall remain in effect.

Payment. In no event shall any shares be issued pursuant to the exercise of an Option until the Participant has made full payment for the shares of Company Stock (including payment of the exercise price and any Applicable Withholding Taxes). Company Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows, provided that the Committee may impose such limitations and restrictions on payments with shares of Company Stock (including without limitation by “net share exercise”) as the Committee, in its discretion, deems advisable:

Payment. Units shall be settled in shares of the Company’s common stock (“Stock”) on a one-for-one basis. On the earlier of # the third anniversary of the Grant Date (the “Specified Date”), # the fifth business day following Awardee’s “separation from service” (within the meaning of Treasury Regulation [section 1.409A-3(a)(1)])]) for any reason, and # the date of a “change in control” (within the meaning of Treasury Regulation [section 1.409A-3(a)(5)])]), the Company shall deliver to Awardee (or Awardee’s estate in the event of the death of Awardee) a certificate, free and clear of any restrictive legend, representing a number of shares of Stock equal to the number of Units.

Payment. Each vested Retention Stock Unit will entitle the Participant to receive one share of Stock (or other consideration of equal value, as determined by the Committee, in the event payment is made following a Change in Control). Subject to Section 6, shares of Stock (or other consideration, as applicable) will be issued to the Participant in full settlement of vested Retention Stock Units during the 60‑day period immediately following the date on which such Retention Stock Units first became vested pursuant to Section 3. At no other time prior to the end of the Restricted Period will any Stock (or other consideration, as applicable) be issued for Retention Stock Units pursuant to the Award. After the issuance of Stock (or other consideration, as applicable) to the Participant, the Participant will own such Stock (or other consideration, as applicable) free of all restrictions described herein. The Participant will not have the right to designate the taxable year of payment.

Payment. (a) Unless otherwise determined by the Committee, in its discretion, a Participant shall have no right to receive a payment under an Award, and in no event shall the Award be considered earned by the Participant, for a Plan Year unless the Participant is employed by the Company or a Subsidiary at all times during the Plan Year.

Payment. Buyer shall deliver to Seller, not later than five days after Closing, certificates for the SOG Common Stock portion of the Purchase Price, and the cash portion of the purchase price or a promissory note (“Purchase Price Note) for the Cash Portion of the Purchase Price; and

Payment. Except to the extent provided to the contrary in [Section 2.10] or [Section 2.12(a), (i)])] all interest, all Letter of Credit Fees, and all other fees payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day of each month, and # all costs and expenses payable hereunder or under any of the other Loan Documents, and all Lender Group Expenses shall be due and payable on the earlier of # the first day of the month following the date on which the applicable costs, expenses, or Lender Group Expenses were first incurred or # the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of the following sentence shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (y)). Borrower hereby authorizes Agent, from time to time without prior notice to Borrower, to charge to the Loan Account # on the first day of each month, all interest accrued during the prior month on the Revolving Loans and all other Obligations hereunder, # on the first day of each month, all Letter of Credit Fees accrued or chargeable hereunder during the prior month, # on the first day of each month, the Unused Line Fee accrued during the prior month pursuant to [Section 2.10(b), (D)])] as and when incurred or accrued, all audit, appraisal, valuation, or other charges or fees payable hereunder pursuant to [Section 2.10(c), (E)])] as and when due and payable, all other fees payable hereunder or under any of the other Loan Documents, # as and when incurred or accrued, all fees, charges, commissions, and costs provided for in [Section 2.11(j), (G)])] as and when incurred or accrued, all fees and costs provided for in [Section 2.10(a) or (c), (H)])])] as and when incurred or accrued, all other Lender Group Expenses, and # as and when due and payable all other payment obligations payable under any Loan Document or any Bank Product Agreement (including any amounts due and payable to the Bank Product Providers in respect of Bank Products). All amounts (including interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement) charged to the Loan Account shall thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and shall initially accrue interest at the rate then applicable to Revolving Loans that are Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with the terms of this Agreement).

Payment. A Participant will receive one Share upon payment of each vested Restricted Share Unit. Payment of vested Restricted Share Units is governed by the Arconic Inc. Amended and Restated Deferred Fee Plan for Directors (the "Deferred Fee Plan"). Except as otherwise set forth in the Deferred Fee Plan, payment of vested Restricted Share Units will occur upon the earlier of the Participant's "separation from service" (as defined in Section 409A of the Code and the Treasury Regulations thereunder) and the Participant's death, within the payment periods specified in the Deferred Fee Plan. In accordance with the deferral election provisions of the Deferred Fee Plan, the Participant may elect to receive payment of his or her vested Restricted Share Units in either a single lump sum or in up to ten (10) annual installments, except as otherwise required or recommended due to applicable local law or set forth in the Deferred Fee Plan. In the absence of such election by the Participant, a vested Restricted Share Unit will be paid in a single lump sum.

Payment. The Borrowers shall default in the payment # when due of any principal amount of any Loans or any reimbursement obligation arising from drawings under Letters of Credit or # within three days of when due of any interest on the Loans or any fees or other amounts owing hereunder, under any of the other Credit Documents or in connection herewith.