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.

As of the Termination Date # the vested portion of each option award will be exercisable for 90 days thereafter, or any longer period specified in the Plan or the applicable option award agreement, subject to the maximum term applicable to such option, and the unvested portion of all option awards shall be forfeited to the Company, and # with respect to unvested restricted stock awards, all restrictions on unvested shares shall continue to lapse as if your termination had not occurred.

Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the Company COBRA Payment without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the Company COBRA Payment, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the Company COBRA Payment for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.

Cash and COBRA Severance. The aggregate amount of the Cash and COBRA Severance (as defined in the Offer Letter) will be equal to Nine Hundred Thousand Dollars ($900,000), plus an amount equal to the cash bonus Employee otherwise would have received under [[Organization A:Organization]]’s fiscal year 2021 bonus plan in which Employee participated as of the Termination Date, based on # Employee’s target bonus opportunity of $865,000 for [[Organization A:Organization]]’s fiscal year 2021, and # actual performance for [[Organization A:Organization]]’s fiscal year 2021 compared to the applicable performance metrics set forth under such plan, but with such resulting amount prorated to reflect the portion of [[Organization A:Organization]]’s 2021 fiscal year during which Employee was an employee of the Company.

The Executive may continue coverage with respect to the Company’s group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for himself and each of his “Qualified Beneficiaries” as defined by COBRA (“COBRA Coverage”). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of # the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, # the last day of the consecutive eighteen (18) month period following the date of the Executive’s termination of employment and # the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment.

Additional Payment. An additional payment in the gross amount of $4,008.60, which is intended to cover the cost of COBRA premiums for Employee for six months (the “Additional Payment”). The Additional Payment will be paid to Employee in one lump sum, within 30 days from the Effective Date of this Agreement. Employee understands and acknowledges that it is Employee’s responsibility to timely elect COBRA overage and make all required COBRA payments directly to the applicable insurance carrier.

COBRA Benefits. “COBRA” as used herein shall mean the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended. Executive shall receive a lump sum payment in an amount equal to the cost of COBRA continuation for a period of not less than twelve (12) months.

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 Premium. “COBRA Premium” means the monthly cost of providing healthcare continuation coverage for a qualified beneficiary under COBRA, as adjusted from time to time.

Health Benefit. Provided that you properly and timely elect to continue your health insurance benefits under COBRA after the last day of this month in accordance with the notice provided by Anthem, [[Organization B:Organization]] shall pay on your behalf your applicable COBRA premiums for up to one month or until you become eligible under another employer’s health insurance, whichever is earlier; provided, however, that if [[Organization B:Organization]] determines that reimbursed or payment of COBRA premiums would violate the provisions of the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act of 2010, [[Organization B:Organization]] will, in lieu thereof, provide you a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the Separation Date, for one month or until you become eligible under another employer’s health insurance, whichever is earlier (the “Health Benefit”).