becoming eligible for other employer-sponsored group health plan coverage, and # the expiration of Executive’s rights under COBRA (the “COBRA Period”). Executive agrees to immediately notify the Company when, at any time during the COBRA Period, Executive becomes eligible for other employer-sponsored medical, dental and/or vision coverage in connection with new employment or self-employment. In the event that the benefits provided herein would subject the Company or any of its affiliates to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Code, Executive and the Company agree to work together in good faith to restructure the foregoing benefit. In the event of death or Disability of the Executive during the COBRA Period, the Company shall pay or reimburse Executive’s spouse for COBRA premiums until the COBRA Period would have otherwise expired absent Executive’s death or Disability.

Executive becomes eligible to receive medical, dental or vision coverage, as applicable, from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility) (the “COBRA Continuation Period”). Notwithstanding the foregoing, if the Company determines it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s and Executive’s covered dependents’ group health coverage in effect on the Date of Termination (which amount shall be based on the premium for the first month of COBRA coverage), less the amount Executive would have had to pay to receive group health coverage as an active employee for Executive and his or her covered dependents based on the cost sharing levels in effect on the Date of Termination, which payments shall be made for the remainder of the COBRA Continuation Period.

If the Executive was enrolled in a group health plan (i.e., medical, dental, or vision plan) sponsored by the Company or an affiliate of the Company immediately prior to the date of termination, the Executive may be eligible to continue coverage under such group health plan (or to convert to an individual policy) at the time of the Executive’s termination of employment under the Consolidated Omnibus Budget Reconciliation Act of 1985 (together with any state law of similar effect, “COBRA”). The Company will notify the Executive of any such right to continue such coverage at the time of termination pursuant to COBRA. No provision of this Plan will affect the continuation coverage rules under COBRA, except that the Company’s payment, if any, of applicable insurance premiums will be credited as payment by the Executive for purposes of the Executive’s payment required under COBRA. Therefore, the period during which an Executive may elect to continue the Company’s or its affiliate’s group health plan coverage at his or her expense under COBRA, the length of time during which COBRA coverage will be made available to the Executive, and all other rights and obligations of the Executive under COBRA (except the obligation to pay insurance premiums that the Company pays, if any) will be applied in the same manner that such rules would apply in the absence of this Plan. If the Executive is eligible for and timely elects continued coverage under COBRA, the Company shall pay the full amount of the COBRA premiums (the “Company COBRA Payment”) for the continued coverage under the Company’s group health plans of the Executive and the Executive’s then-eligible dependents, for that number of months following the Executive’s termination equal to the Severance Multiplier or such lesser number of months until the Executive and his eligible dependents cease to be eligible for continued coverage under COBRA (the “COBRA Payment Period”). The Executive shall be required to notify the Company immediately if the Executive becomes eligible under a group health plan of a subsequent employer. Upon the conclusion of the COBRA Payment Period, the Executive will be responsible for the timely payment of the full amount of premiums required under COBRA for the duration of the COBRA period. For purposes hereof, any applicable insurance premiums that are paid by the Company shall not include any amounts payable by the Executive under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Executive.

If Executive timely elects to continue coverage under the health, dental and/or vision plans of the Company pursuant to the Consolidated Omnibus Reconciliation Act (“COBRA”) following the Retirement Date, information concerning which Executive will be provided under separate cover, then the Company shall pay to Executive for up to eighteen (18) months, on a taxable basis, an ‎amount equal to the monthly ‎‎contribution that the Company makes toward the health insurance ‎‎‎premium for a regular active employee who receives the same coverage ‎‎as Executive (the “COBRA Contribution”). If during such eighteen (18) month COBRA period, Executive obtains employment that offers substantially similar health, dental and/or vision benefits, Executive shall immediately notify the Company (and agrees) that such Company health, dental and/or vision benefits can

Notwithstanding the foregoing, if Executive obtains full-time employment during this twelve (12) month period that entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must notify the Company and no further reimbursements will be paid by the Company [[Organization A:Organization]] Executive pursuant to this subsection. If the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Executive a taxable lump-sum payment in an amount equal [[Organization A:Organization]] monthly (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the date which the Executive terminates his employment (which amount shall be based on the premium for the first month of COBRA coverage).

for a period of 12 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the total compensation to the Executive, the Executive’s spouse and dependents under COBRA; and