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.

COBRA Benefits. ShouldHealth Benefit. Subject to the Company’s right of election for an alternative lump-sum payment under [Section 9(d)] hereof, if you timelyare subject to an Involuntary Termination and you elect and be eligible to continue receiving groupyour health insurance pursuant tocoverage under the “COBRA” law,Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following your Separation, then the Company will,will pay the same portion of your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earlierearliest of # the date that is 12 monthsclose of the six (6) month period following your Separation, # the Separation Date, andexpiration of your continuation coverage under COBRA or # the date on whichwhen 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 remainbecome eligible for COBRA continuation. You agree that, should you obtain alternative medical and/or dentalsubstantially equivalent health 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.connection with new employment or self-employment.

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 and be eligiblecontinued coverage under COBRA, the Company will reimburse you for or pay directly (at the Company’s discretion) the COBRA premiums to continue receivingyour 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: # ​; # the date you become eligible for group health insurance pursuant to the “COBRA” law, the Company will, until the earlier ofcoverage through a new employer; or # the date that is 12 months followingyou cease to be eligible for COBRA continuation coverage for any reason. If the Separation Date,Company elects to reimburse you, you must timely pay your premiums, and #then provide the date on whichCompany with proof of same to obtain reimbursement for your COBRA premiums under this [Section 3(b)]. In the event you obtain alternative coverage (as applicable, the “COBRA Contribution Period”), continuebecome covered under another employer’s group health plan or otherwise cease to pay the share of the premiumsbe eligible 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 costsCOBRA during the COBRA ContributionPremium Period, and all premium costs thereafter,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 be paid by youpay you, on the first day of each calendar month, a monthly basis for as long as, andfully taxable cash payment equal to the extent that,applicable COBRA premiums for that month for the remainder of the COBRA Premium Period, which you remain eligible formay (but are not obligated to) use toward the cost of 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.premiums.

if you timely elect continued coverage under COBRA for yourself and be eligibleyour covered dependents under the Company’s group health plans following such termination, then the Company will pay the COBRA premiums necessary to continue receiving groupyour health insurance pursuantcoverage then in effect for yourself and your eligible dependents, as and when due to the “COBRA” law, the Company will,insurance carrier or COBRA administrator (as applicable), until the earlierearliest of # the date that is 12 monthsclose of the 9 month period following your Separation from Service, # the Separation Date, andexpiration of your eligibility for the continuation coverage under COBRA, or # the date on whichwhen you obtain alternativebecome eligible for substantially equivalent health insurance coverage (as applicable,in connection with new employment or self-employment (such period from the “COBRA Contribution Period”)termination date through the earliest of [(1) through (3)], continue to pay the share“COBRA Payment Period”). However, if at anytime the Company determines, in its sole discretion, that the payment of the COBRA premiums for such coverage towould result in a violation of 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.

if you timely elect continued coverage under COBRA for yourself and be eligibleyour covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall pay the COBRA premiums necessary to continue receiving groupyour health insurance pursuant tocoverage in effect for yourself and your eligible dependents on the “COBRA” law, the Company will,termination date (the “COBRA Benefits”) until the earlierearliest of # the date that is 12 monthsclose of the six (6) month period following the Separation Date, andtermination of your employment, # the expiration of your eligibility for the continuation coverage under COBRA, or # the date on whichwhen 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 remainbecome eligible for COBRA continuation. You agree that, should you obtain alternative medical and/or dentalsubstantially equivalent health 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.connection with ​

If you elect COBRA Benefits. ShouldContinuation Coverage, 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”),shall continue to participate in all medical, dental and vision insurance plans you were participating in on the termination date, and the Corporation shall pay the share ofentire applicable premium. During the premiums for such coverageCOBRA Continuation Period, you shall be entitled to benefits on substantially the same basis and cost as would have otherwise been provided had you not separated from service. To the extent it was payingthat such premiums on your behalfbenefits are available under the above-referenced benefit plans and you had such coverage immediately prior to the Separation Date.termination of employment, such continuation of benefits for you shall also cover your dependents for so long as you are receiving benefits under this [Section 5]. The remaining balance of any premium costs during the COBRA Contribution Period,Continuation Period for medical and all premium costs thereafter,dental insurance under this [Section 5(i)] shall be paiddeemed to run concurrent with the continuation period federally mandated by you on a monthly basisCOBRA (generally 18 months), or any other legally mandated and applicable federal, state, or local coverage period for benefits provided to terminated employees under the health care plan. For purposes of this Agreement, # “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as long as,amended, and to# “COBRA Continuation Period” shall mean the extent that, you remain eligiblecontinuation period for COBRA continuation. You agree that, should you obtain alternative medical and/orand dental insurance coverage prior to be provided under the terms of this Agreement which shall commence on the first day of the calendar month following the month in which 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.your termination falls and generally shall continue for an 18 month period.

Group Health Benefits. Should you timelythe Executive elect and be eligible to continue receiving group healthmedical insurance pursuant to the “COBRA”"COBRA" law, the Company will, untilfor the earliershorter of # the date that is 12 monthsBenefit Period following the Executive's Separation Date,Date determined in accordance with [Section 2(a)(i)-(iv)])] hereof and # until the date on which you obtain alternative coverage (as applicable, the “COBRA Contribution Period”),Executive becomes eligible for group health benefits from a subsequent employer, continue to pay the share of the premiumspremium for such coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage. The continuing health benefit coverage provided by the Company shall be applicable to the same extent it was paying such premiums on your behalf immediately prior toExecutive, as well as all eligible dependents of Executive who were receiving health benefit coverage from the Company as of the Separation Date. The remaining balance of any premium costs during the COBRA Contribution Period, and all premium costs thereafter, shall be paid by youthe Executive on a monthly basis for as long as, and to the extent that, you remainthe Executive remains 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.

for the period beginning on the Separation Date and be eligible to continue receiving group health insurance pursuant to the “COBRA” law, the Company will, until the earlier of #ending on the date thatwhich is 12twelve (12) full months following the Separation Date, and #Date (or, if earlier, the date on which you obtain alternative coverage (as applicable, the “COBRA Contribution Period”)applicable continuation period under COBRA expires), continuethe Company shall arrange to provide or pay the shareapplicable premiums for Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the premiums for such coverageSeparation Date with health (including medical and dental) insurance benefits substantially similar to the same extent it was paying such premiums on your behalfthose provided to Executive and his or her dependents immediately prior to the Separation Date. The remaining balanceNotwithstanding the previous sentence, with regard to such COBRA continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of anythe Public Health Service Act), the Company shall in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the monthly COBRA premium costs duringthat the COBRA Contribution Period,Executive would be required to pay to continue the Executive’s and all premium costs thereafter,his or her covered dependents’ group insurance coverages in effect on the Separation Date (which amount shall be paid by youbased on a monthly basisthe premiums for as long as, and to the extent that, you remain eligible forfirst month of 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.coverage).

Conditioned on Employee’s proper and timely elect and be eligibleelection to continue receiving grouphis health insurance pursuant tobenefits under COBRA after the “COBRA” law,Separation Date, reimbursement of Employee’s applicable COBRA premiums for the Company will, until the earlierlesser of # the date that is 12twelve (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 remainDate or until Employee becomes 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.benefits from another employer.

Should you timely elect and be eligible to continue receiving group health insuranceEmployee elect, pursuant to the “COBRA” law,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 will, untilto all similarly situated eligible employees, 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 toCompany shall pay the sharethen applicable COBRA contribution for each month of Employee’s eligibility through the premiums forSeverance Period, or until Employee terminates 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 duringcoverage, whichever shall occur first. Thereafter, Employee shall pay the COBRA Contribution Period, and all premium costs thereafter,contribution for the remaining months of eligibility or until Employee terminates coverage, whichever 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.occur first.