Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s Separation from Service and ending on the earliest to occur of: # [number] (#) months following Executive’s Separation from Service; # the date Executive becomes eligible for group health insurance coverage through a new employer; or # the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive 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, the Company instead shall pay to Executive, on the first day of each calendar month remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, which Executive may, but is not obligated to, use toward the cost of COBRA premiums.

Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) startingbeginning on the Executive’s Separation from ServiceDate and ending on the earliest to occur of: # [number] (#)date which is twelve (12) full months following Executive’sthe Separation from Service; #Date (or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company shall arrange to provide or pay the applicable premiums for Executive becomesand his or her eligible for groupdependents who were covered under the Company’s health insurance coverage through a new employer;plans as of the Separation Date with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or #her dependents immediately prior to the date Executive ceasesSeparation Date. Notwithstanding the previous sentence, with regard to be eligible forsuch COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing,coverage, if the Company determines,determines in its sole discretion,discretion that it cannot payprovide the COBRA Premiumsforegoing benefit without a substantial risk ofpotentially violating applicable law,law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall payin lieu thereof provide to Executive, on the first day of each calendar month remainingExecutive a taxable monthly payment in the COBRA Premium Period, a fully taxable cash paymentan amount equal to the applicablemonthly COBRA premium that the Executive would be required to pay to continue the Executive’s and his or her covered dependents’ group insurance coverages in effect on the Separation Date (which amount shall be based on the premiums for that month, subject to applicable tax withholdings, which Executive may, but is not obligated to, use toward the costfirst month of COBRA premiums.coverage).

Provided thatIf Executive timely elects to receive continued healthcare coverage underpursuant to the provisions of COBRA, the Company shall pay Executive’directly pay, or reimburse Executive for, the Company’s COBRA premiums to continue Executive’portion of the premium (at the same rates in effect on the Date of Termination) for Executive and Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”)covered dependents through the period (the “COBRA Premium Period”) starting onearlier of # the Executive’s Separation from Servicetwelve (12)-month anniversary of the Date of Termination and ending on the earliest to occur of: # [number] (#) months following Executive’s Separation from Service; # the date Executive becomesand Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, # if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health insurance coverage through a new employer; or #plans without penalty under applicable law (including without limitation, Section 2716 of the datePublic Health Service Act), then, 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 be eligible for COBRA continuationpay premiums pursuant to this Section 6(c)(ii), Executive may, if eligible, elect to continue healthcare coverage for any reason, including plan termination. Inat Executive’s expense in accordance with the eventprovisions of COBRA. Executive shall notify the Company immediately if Executive becomes covered under another employer’sby a group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive 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, the Company instead shall pay to Executive, on the first day of each calendar month remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, which Executive may, but is not obligated to, use toward the cost of COBRA premiums.subsequent employer.

Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) startingbeginning on the Executive’s Separation from ServiceDate and ending on the earliest to occur of: # [number] (#)date which is twelve (12) full months following Executive’sthe Separation from Service; #Date (or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company shall arrange to provide or pay the applicable premiums for Executive becomesand his or her eligible for groupdependents who were covered under the Company’s health insurance coverage through a new employer;plans as of the Separation Date with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or #her dependents immediately prior to the date Executive ceasesSeparation Date. Notwithstanding the previous sentence, with regard to be eligible forsuch COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing,coverage, if the Company determines,determines in its sole discretion,discretion that it cannot payprovide the COBRA Premiumsforegoing benefit without a substantial risk ofpotentially violating applicable law,law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall payin lieu thereof provide to Executive, on the first day of each calendar month remainingExecutive a taxable monthly payment in the COBRA Premium Period, a fully taxable cash paymentan amount equal to the applicablemonthly COBRA premium that the Executive would be required to pay to continue the Executive’s and his or her covered dependents’ group insurance coverages in effect on the Separation Date (which amount shall be based on the premiums for that month, subject to applicable tax withholdings, which Executive may, but is not obligated to, use toward the costfirst month of COBRA premiums.coverage);

Provided thatIf Executive timely elects to receive continued healthcare coverage under COBRA,pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay Executive’directly pay, or reimburse Executive for, the Company’s COBRA premiums to continue Executive’portion of the premium (at the same rates in effect on the Date of Termination) for Executive and Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”)covered dependents through the period (the “COBRA Premium Period”) starting onearlier of # the Executive’s Separation from Servicenine (9)-month anniversary of the Date of Termination and ending on the earliest to occur of: # [number] (#) months following Executive’s Separation from Service; # the date Executive becomesand Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, # if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover Executive under its group health insurance coverage through a new employer; or #plans without penalty under applicable law (including without limitation, Section 2716 of the datePublic Health Service Act), then, 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 be eligible for COBRA continuationpay premiums pursuant to this Section 6(b)(ii), Executive may, if eligible, elect to continue healthcare coverage for any reason, including plan termination. Inat Executive’s expense in accordance with the eventprovisions of COBRA. Executive shall notify the Company immediately if Executive becomes covered under another employer’sby a group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive 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, the Company instead shall pay to Executive, on the first day of each calendar month remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, which Executive may, but is not obligated to, use toward the cost of COBRA premiums.subsequent employer.

Provided thatIf Executive timely elects to receive continued healthcare coverage underpursuant to the provisions of COBRA, the Company shall pay Executive’directly pay, or reimburse Executive for, the premium for Executive and Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”)covered dependents through the period (the “COBRA Premium Period”) starting onearlier of # the Executive’six- month anniversary of the date of Executive’s Separation from Servicetermination of employment and ending on the earliest to occur of: # [number] (#) months following Executive’s Separation from Service; # the date Executive becomesand Executive’s covered dependents, if any, become eligible for group health insurancehealthcare coverage through a new employer; or # the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event.plan(s). Notwithstanding the foregoing, # if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company determines,is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law,either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company instead shallceases to pay premiums pursuant to Executive, on the first day of each calendar month remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, whichthis Section 4.1(a)(ii), Executive may, but is not obligated to, use towardif eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the costprovisions of COBRA premiums.COBRA.

Provided thatIf Executive timely(or in the event of death, his designee) elects to receive continued healthcare coverage underpursuant to the provisions of COBRA, the Company shall pay Executive’directly pay, or reimburse Executive for, the premium for Executive and Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”)covered dependents through the period (the “COBRA Premium Period”) starting onearlier of # the Executive’three (3) month anniversary of the date of Executive’s Separation from Servicetermination of employment and ending on the earliest to occur of: # [number] (#) months following Executive’s Separation from Service; # the date Executive becomesand Executive’s covered dependents, if any, become eligible for group health insurancehealthcare coverage through a new employer; or # the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event.plan(s). Notwithstanding the foregoing, # if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company determines,is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law,either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company instead shallceases to pay premiums pursuant to Executive, on the first day of each calendar month remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, whichthis Section 4.1(b)(ii), Executive may, but is not obligated to, use towardif eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the costprovisions of COBRA premiums.COBRA.

Provided thatIf Executive timely elects to receive continued healthcare coverage underpursuant to the provisions of COBRA, the Company shall pay Executive’directly pay, or reimburse Executive for, the premium for Executive and Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”)covered dependents through the period (the “COBRA Premium Period”) starting on the Executive’s Separation from Serviceearlier of # six months and ending on the earliest to occur of: # [number] (#) months following Executive’s Separation from Service; # the date Executive becomesand Executive’s covered dependents, if any, become eligible for group health insurancehealthcare coverage through a new employer; or # the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event.plan(s). Notwithstanding the foregoing, # if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company determines,is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law,either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company instead shallceases to pay premiums pursuant to Executive, on the first day of each calendar month remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, whichthis Section 4.1(b)(ii), Executive may, but is not obligated to, use towardif eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the costprovisions of COBRA premiums.COBRA.

Provided that“COBRA Benefit” means, provided Executive timely elects continued coverage under COBRA,COBRA continuation coverage, the period of months during which the Company shallwill pay Executive’sthe COBRA premiums to continue Executive’s coverage (includingand maintain health care coverage for Executive and any eligible dependents, if applicable) (“COBRA Premiums”) throughdependents who are covered at the period (the “COBRA Premium Period”) starting ontime of the Executive’Executive’s Separation from Service and ending ontermination of employment under the Company’s group health plans, provided that, notwithstanding the foregoing, # the Company will make such payments until the earliest to occur of: # [number] (#)the number months as indicated in Section 7(b) or Section 7(c), as applicable, following Executive’s Separation from Service;the Qualifying Termination date; # the date when Executive becomes eligible for groupsubstantially equivalent health insurance coverage through ain connection with new employer;employment or self-employment; or # the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing,reason and # if the Company determines,determines in its sole discretion,discretion that it cannot pay the COBRA Premiumspremiums without a substantial risk of violatingpotentially incurring financial costs or penalties under applicable law, the Company instead shallmay pay to Executive, on the first day of each calendar month remaining in the COBRA Premium Period,Executive a fully taxable cash payment equal to the applicableamount that the Company would have otherwise paid for COBRA premiums (based on the premium for the first month of coverage), which payment will be made regardless of whether Executive or Executive’s eligible dependents elect COBRA continuation coverage and will be paid in monthly installments on the same schedule and over the same time period that month, subject to applicable tax withholdings, which Executive may, but is not obligated to, use toward the costCOBRA premiums would otherwise have been paid on behalf of COBRA premiums.Executive.

Provided thatif Executive is eligible for and timely elects continued coverage under COBRA,COBRA Continuation Coverage, the Company shallwill pay Executive’s COBRAthe monthly premiums to continue Executive’sfor the level of coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”)Executive maintained on the date of termination through the COBRA Payment End Date, provided that if during the period (the “COBRA Premium Period”) starting on the Executive’s Separation from ServiceExecutive is receiving this benefit, Executive obtains new employment and ending on the earliest to occur of: # [number] (#) months following Executive’s Separation from Service; # the date Executive becomes eligible for coverage under any group health insurance coverage through abenefits plan of the new employer; or # the dateemployer, Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediatelyshall promptly notify the Company in writing 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, the Company instead shall pay to Executive, on the first day of each calendar month remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, which Executive may, but is not obligated to, use toward the cost of COBRA premiums.eligibility; and