COBRA. If you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following your Separation, then the Company will reimburse you the company contribution portion of your monthly premium under COBRA as it pays for active employees until the earliest of: # the close of the nine-month period following your Separation; # the expiration of your continuation coverage under COBRA; or # the date when you commence new employment or substantial self-employment and you agree to inform the Company immediately in such event; provided you timely elect and pay for COBRA coverage. COBRA reimbursements shall be made by the Company consistent with the Company’s normal expense reimbursement policy, provided that you submit documentation to the Company substantiating your payments for COBRA coverage. The first COBRA reimbursement payment will be made within thirty (30) days after the Release Deadline.

COBRA. If you are subject to an Involuntary Termination and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of # the close of the 6-month period following your Separation, # the expiration of your continuation coverage under COBRA or # the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Such payments will be treated as taxable compensation income to you if required or advisable, in the Company's sole discretion, to avoid adverse consequences to you, the Company or the Company's other employees.

In addition, provided you timely elect to continue your group health insurance coverage after the Separation Date pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or any state law of similar effect (collectively, “COBRA”), the Company will reimburse the monthly COBRA premiums (the “COBRA Payments”) you pay to continue your health insurance coverage (including dependent coverage) under COBRA until the earlier of # a period of six (6) months after the Separation Date, # the date you become eligible for group health insurance coverage through a new employer or # the date you cease to be eligible for COBRA coverage (the “COBRA Payment Period”). You must submit to the Company appropriate documentation of the foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. 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), at the end of each remaining month of the COBRA Payment Period, the Company shall pay you directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to you. You agree to promptly notify the Company in writing if you become eligible for group health insurance coverage through a new employer before the end of the COBRA Payment Period.

COBRA Reimbursement. The Company shall reimburse Employee for the premium payments Employee makes for COBRA coverage in an amount equal to the Company-paid portion for such benefits as of immediately prior to the Separation Date for a period of up to the first eighteen (18) full calendar months following the Separation Date, or until Employee has secured health insurance coverage through another employer, whichever occurs first, provided Employee timely elects and pays for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. COBRA reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating Employee’s payments for COBRA coverage. Notwithstanding the preceding, if the Company determines in its sole discretion that it cannot provide COBRA reimbursement benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead provide the Employee a taxable payment in an amount equal to the Company-paid portion of the monthly COBRA premium to continue the Employee’s group health coverage in effect on the date of termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether the Employee elects COBRA continuation coverage and will commence in the month following the month of the Separation Date and continue for the period of months indicated in this paragraph

COBRA Reimbursement. The Company shall reimburse Employee for the premium payments Employee makes for COBRA coverage in an amount equal to the Company-paid portion for such benefits as of immediately prior to the Separation Date for a period of up to the first eighteen (18) full calendar months following the Separation Date, or until Employee has secured health insurance coverage through another employer, whichever occurs first, provided Employee timely elects and pays for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), 4834-3858-9691.2

. Subject [[Organization C:Organization]] provisions of Section 2(a), as additional consideration for this Agreement, the Company will reimburse the entire amount of your health insurance premiums (for you and your eligible dependents) under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), upon your timely application for COBRA benefits and your remaining eligible for COBRA benefits, for a period of eighteen (18) months from the Separation Date, starting as soon as practicable after you complete the appropriate COBRA election form(s) and the Revocation Period described in Section 19 expires; provided that the first reimbursement after the Revocation Period shall include a reimbursement for any health insurance premiums paid by you for you and your family under the Company’s existing health plans since the Separation Date. If you become eligible for and elect to take healthcare benefits under another employer’s plan during the eighteen (18) month period, you will promptly notify the Company and understand the COBRA reimbursement will terminate thereon. If the Company wishes to avoid any adverse consequences to you or the Company under either Code [Section 105(h)] or the Patient Protection and Affordable Care Act of 2010, then the Company may gross-up the payment such that you are reimbursed for the full COBRA premium on an after-tax basis.

Provided you timely elect to continue your group health insurance coverage after the Separation Date pursuant to COBRA, the Company will reimburse the COBRA Payments you pay to continue your health insurance coverage (including dependent coverage) under COBRA until the earlier of # a period of nine (9) months after the Separation Date, # the date you become eligible for group health insurance coverage through a new employer or # the date you cease to be eligible for COBRA coverage (the “CIC COBRA Payment Period”). You must submit to the Company appropriate documentation of the foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. 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), at the end of each remaining month of the CIC COBRA Payment Period, the Company shall pay you directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to you. You agree to promptly notify the Company in writing if you become eligible for group health insurance coverage through a new employer before the end of the CIC COBRA Payment Period.

During the Severance Period, if I timely elect to receive continued health coverage (medical, prescription and dental) under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and I pay the full monthly COBRA premium cost for such health coverage, the Company will reimburse me monthly an amount equal to the monthly COBRA premium that I pay, less the premium charge that is paid by the Company’s active executives for such coverage as in effect on the Separation Date (the “COBRA Reimbursement”). The COBRA Reimbursement payments shall commence on the first payroll date that is administratively practicable after the Separation Date (and within 60 days after the Separation Date). The first payment shall include any payments for the period from the Separation Date to the commencement date. The Company shall reimburse me under this subsection only for the portion of the Severance Period during which I continue COBRA coverage under the Company’s health plan. The COBRA health care continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the Severance Period.

Subject to your timely and proper election of health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), from the Separation Date until the earliest of: # December 31, 2020; # the date you are no longer eligible to receive COBRA continuation coverage; and # the date on which you receive substantially similar coverage from another employer or other source, the Company shall reimburse you for the monthly COBRA premiums paid by you for yourself and your dependents (the “COBRA Payments”). Such reimbursement shall be paid to you on the first day of the month immediately following the month in which you timely remit the premium payment for COBRA coverage. Notwithstanding the foregoing, if the Company’s making payments under this Section 2(d) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 2(d) in a manner as is necessary to comply with the ACA.

if you timely elect continued coverage under COBRA for yourself and your 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 your health insurance coverage in effect for yourself and your eligible dependents on the termination date until the earliest of # the close of the twelve (12) month period following the termination of your employment, # the expiration of your eligibility for the continuation coverage under COBRA, or # the date when you become eligible for substantially equivalent health insurance coverage in connection with 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 Internal Revenue Code of 1986, as amended (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 paid to 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.

You will receive reimbursement for any premiums you pay for continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) during the twenty-four (24) month period following the Separation Date.