subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of # the 12 month anniversary of the Date of Termination; # the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or # the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period

subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of # the 12 month anniversary of the Date of Termination; # the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or # the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates;

subject to the Executive’syour copayment of premium amounts at the applicable active employees’ rate and the Executive’syour proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall​ will pay to the group health plan provider orprovider, the COBRA provider or you a monthly payment equal to the monthly employer contribution that the Company​ would have made to provide health insurance to the Executiveyou if the Executiveyou had remained employed by the Company​ until the earliest of # the 12 nine (9)-month anniversary of the Date of Termination;Termination Date; # the date that the Executive becomes eligibleyour eligibility for group medical plan benefits under any other employer’s group medical plan; or # the cessation of the Executive’s healthyour continuation rights under COBRA; provided, however, that if the Company​ determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall​ will convert such payments to payroll payments directly to the Executiveyou for the time period specified above (the “COBRA Subsidy”). Such payments shall be subject to tax-related deductions and withholdings and paid on ​’s regular payroll dates.

subjectIf Executive timely elects to receive continued healthcare coverage pursuant to the Executive’s copaymentprovisions of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay todirectly pay, or reimburse Executive for, the group health plan provider orCompany’s portion of the COBRA provider a monthly payment equal topremium (at the monthly employer contribution thatsame rates in effect on the Company would have made to provide health insurance toDate of Termination) for Executive and Executive’s covered dependents through the Executive if the Executive had remained employed by the Company until the earliestearlier of # the 12 nine (9)-month anniversary of the Date of Termination;Termination and # the date that the Executive becomesand Executive’s covered dependents, if any, become eligible for group medical plan benefitshealthcare coverage under any otheranother employer’s group medical plan;plan(s). Notwithstanding the foregoing, # if any plan pursuant to which such benefits are provided is not, or #ceases prior to the cessationexpiration of the Executive’s healthperiod of continuation rightscoverage to be, exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) under COBRA; provided, however, that ifTreasury Regulation Section 1.409A-1(a)(5), or (y) the Company determines that it cannot pay such amountsis otherwise unable to thecontinue to cover Executive under its group health plan provider or the COBRA provider (if applicable)plans without potentially violatingpenalty under applicable law (including,(including without limitation, Section 2716 of the Public Health Service Act), thenthen, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 6(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the provisions of COBRA. Executive shall convert such payments to payroll payments directly tonotify the Company immediately if Executive for the time period becomes covered by a group health plan of a subsequent employer.

subjectIf Executive timely elects to receive continued healthcare coverage pursuant to the Executive’s copaymentprovisions of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),COBRA, the Company shall pay todirectly pay, or reimburse Executive for, the group health plan provider orCompany’s portion of the COBRA provider a monthly payment equal topremium (at the monthly employer contribution thatsame rates in effect on the Company would have made to provide health insurance toDate of Termination) for Executive and Executive’s covered dependents through the Executive if the Executive had remained employed by the Company until the earliestearlier of # the 12 twelve (12)-month anniversary of the Date of Termination;Termination and # the date that the Executive becomesand Executive’s covered dependents, if any, become eligible for group medical plan benefitshealthcare coverage under any otheranother employer’s group medical plan;plan(s). Notwithstanding the foregoing, # if any plan pursuant to which such benefits are provided is not, or #ceases prior to the cessationexpiration of the Executive’s healthperiod of continuation rightscoverage to be, exempt from the application of Section 409A of the Code under COBRA; provided, however, that ifTreasury Regulation Section 1.409A-1(a)(5), or (ii) the Company determines that it cannot pay such amountsis otherwise unable to thecontinue to cover Executive under its group health plan provider or the COBRA provider (if applicable)plans without potentially violatingpenalty under applicable law (including,(including without limitation, Section 2716 of the Public Health Service Act), thenthen, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 6(c)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the provisions of COBRA. Executive shall convert such payments to payroll payments directly tonotify the Company immediately if Executive for the time period becomes covered by a group health plan of a subsequent employer.

Benefits Payments. Upon completion of appropriate forms and subject to the Executive’s copayment of premium amounts at the applicable active employees’ rateterms and the Executive’s proper election to receive benefitsconditions under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to pay its share of the costs for Employee’s coverage under the Company’s group health insurance plan, until the earlier to occur of twelve (12) months following Executive’s termination date or the date Executive begins employment with another employer; provided that such Company-paid premiums may be recorded as additional income pursuant to Section 6041 of the Code and not entitled to any tax qualified treatment to the group health plan providerextent necessary to comply with or avoid the discriminatory treatment prohibited by the Patient Protection and Affordable Care Act of 2010 and the Health Care and Education Reconciliation Act of 2010 or Section 105(h) of the Code. Executive shall bear full responsibility for applying for COBRA provider a monthly payment equal to the monthly employer contribution that thecontinuation coverage and Company wouldshall have madeno obligation to provide health insuranceExecutive such coverage if Executive fails to the Executive if the Executive had remained employed by the Company until the earliest of # the 12 month anniversary of the Date of Termination; # the date that the Executive becomes eligible for group medical planelect COBRA benefits under any other employer’s group medical plan; or # the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period in a timely fashion.

subjectIf Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the Executive’s copaymentprovisions of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),COBRA, the Company shall pay todirectly pay, or reimburse Executive for, the group health plan provider orpremium for Executive and Executive’s covered dependents through the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliestearlier of # the 12three (3) month anniversary of the Datedate of Termination;Executive’s termination of employment and # the date that the Executive becomesand Executive’s covered dependents, if any, become eligible for group medical plan benefitshealthcare coverage under any otheranother employer’s group medical plan;plan(s). Notwithstanding the foregoing, # if any plan pursuant to which such benefits are provided is not, or #ceases prior to the cessationexpiration of the Executive’s healthperiod of continuation rightscoverage to be, exempt from the application of Section 409A of the Code under COBRA; provided, however, that ifTreasury Regulation Section 1.409A-1(a)(5), or (ii) the Company determines that it cannot pay such amountsis otherwise unable to thecontinue to cover Executive under its group health plan provider or the COBRA provider (if applicable)plans without potentially violatingpenalty under applicable law (including,(including without limitation, Section 2716 of the Public Health Service Act), thenthen, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company shall convert such paymentsceases to payroll payments directlypay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the Executive for the time period provisions of COBRA.

subjectIf Executive elects to receive continued healthcare coverage pursuant to the Executive’s copaymentprovisions of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),COBRA, the Company shall pay todirectly pay, or reimburse Executive for, the group health plan provider orpremium for Executive and Executive’s covered dependents through the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliestearlier of # the 12six- month anniversary of the Datedate of Termination;Executive’s termination of employment and # the date that the Executive becomesand Executive’s covered dependents, if any, become eligible for group medical plan benefitshealthcare coverage under any otheranother employer’s group medical plan;plan(s). Notwithstanding the foregoing, # if any plan pursuant to which such benefits are provided is not, or #ceases prior to the cessationexpiration of the Executive’s healthperiod of continuation rightscoverage to be, exempt from the application of Section 409A of the Code under COBRA; provided, however, that ifTreasury Regulation Section 1.409A-1(a)(5), or (ii) the Company determines that it cannot pay such amountsis otherwise unable to thecontinue to cover Executive under its group health plan provider or the COBRA provider (if applicable)plans without potentially violatingpenalty under applicable law (including,(including without limitation, Section 2716 of the Public Health Service Act), thenthen, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company shall convert such paymentsceases to payroll payments directlypay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the Executive for the time period provisions of COBRA.

Benefit Payments. Upon completion of appropriate forms and subject to applicable terms and conditions under the COBRA, the Company shall continue to pay its share of the costs for Employee’s coverage under the Company’s group health insurance plan, until the earlier to occur of twelve (12) months following Executive’s copaymenttermination date or the date Executive begins employment with another employer; provided that such Company-paid premiums may be recorded as additional income pursuant to Section 6041 of premium amounts at the applicable active employees’ rateCode and not entitled to any tax qualified treatment to the extent necessary to comply with or avoid the discriminatory treatment prohibited by the Patient Protection and Affordable Care Act of 2010 and the Executive’s proper election to receive benefits under the Consolidated Omnibus BudgetHealth Care and Education Reconciliation Act of 1985, as amended (“COBRA”),2010 or Section 105(h) of the Code. Executive shall bear full responsibility for applying for COBRA continuation coverage and Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have madeno obligation to provide health insuranceExecutive such coverage if Executive fails to the Executive if the Executive had remained employed by the Company until the earliest of # the 12 month anniversary of the Date of Termination; # the date that the Executive becomes eligible for group medical planelect COBRA benefits under any other employer’s group medical plan; or # the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period in a timely fashion.

subjectthe monthly health premiums for such coverage paid by the Company on behalf of the Executive and any eligible dependents immediately prior to the Executive’s copayment of premium amounts at the applicable active employees’ rate anddate that the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Companyemployment terminates until the earliest of #(x) the 12 month anniversary ofdate that is nine (9) months following the Date of Termination; #date that the Executive’s employment terminates, (y) the date that the Executive becomesand the Executive’s eligible dependents cease to be eligible for group medicalsuch COBRA coverage under applicable law or plan benefits under any other employer’terms and (z) the date on which the Executive obtains health coverage from another employer. Notwithstanding the foregoing, in the event that the Company’s group medical plan; or # the cessationpayment of the Executive’s health continuation rightsamounts described under COBRA; provided, however, that if[subsection (ii)] would subject the Company determines that it cannot pay such amounts to any tax or penalty under the group health plan providerPatient Protection and Affordable Care Act (as amended from time to time, the “ACA”), or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716105(h) of the Public Health Service Act)Internal Revenue Code of 1986, as amended (“[Section 105(h)]”), thenor applicable regulations or guidance issued under the ACA or [Section 105(h)], the Executive and the Company shall convertagree to work together in good faith, consistent with the requirements for compliance with or exemption from [Section 409A], to restructure such payments to payroll payments directly to the Executive for the time period benefit.