Benefits provided pursuant to this [Section 6(a)(iii)] are contractual only and are not to be considered a continuation of coverage as provided under Code Section 4980B (i.e., COBRA continuation coverage). For purposes of determining the Executive’s eligibility (but not the time of commencement of coverage) for retiree benefits pursuant to such plans and programs, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period, and, if the Executive satisfies the eligibility requirements, such benefits shall commence no later than the expiration of the three-year continuation period provided in the first sentence of this [Section 6(a)(iii)].

COBRA Benefit - Upon termination as a Managerial Employee, if the Executive is entitled to the COBRA Benefit, [[Organization A:Organization]] shall pay the Executive’s monthly premium for the continuation of the Executive’s health insurance coverage under the COBRA immediately following the Executive’s termination, until the earlier of either: # six (6) months after the Employment Termination Date; or # such time as the Executive becomes eligible for alternative health insurance benefits, including health insurance benefits provided by another employer or the state or federal government of the United States.

Section # Continuation and Conversion Rights. On a Participant’s Termination Date, all benefit plans, policies, fringe benefits, and pay practices in which the Participant was participating shall cease to apply to the Participant in accordance with the terms of such benefits plans, policies, procedures, and practices, as applicable and in accordance with the requirements of any applicable law, unless such benefits are specifically continued as a Severance Benefit under this Plan. Any benefit continuation or conversion rights to which a Participant is entitled as of his or her Termination Date shall be made available to him or her.

Continuation of Health Coverage. You will receive information, under separate cover, regarding your rights under COBRA to a temporary extension of your group health coverage, as well as timeframes necessary for continuations, conversions and/or distribution of benefits under the Company’s benefit programs after your Termination Date and otherwise in accordance with the terms thereof.

Death of Executive. If Executive dies during the term of this Agreement, in addition to accrued but unpaid Base Compensation for services provided through the Date of Termination and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and a pro rata share of the Target Bonus for the fiscal year in which Executive dies, Company will be obligated to continue for twelve (12) months after the Date of Termination (defined in Section 5(f) below) to pay the Base Compensation payments under Section 3(a) of this Agreement (such continuation payments are referred to herein as the “Death Benefit Package”). Company may thereafter terminate this Agreement without additional compensation to Executive’s estate except to the extent this Agreement or any plan or arrangement of Company provides for vested benefits or continuation of benefits beyond termination of Executive’s employment.

The Benefits Continuation Period provided for in Section 3(b)(iii) shall be determined using the number of months set forth below next to the Executive’s salary level at the Termination Date.

Date of Termination. “Date of Termination” shall mean: # if the Executive’s employment is terminated by his death, the date of his death; # if the Executive’s employment is terminated on account of disability under Section 4(b) or by the Company for Cause under Section 4(c), the date on which Notice of Termination is given; # if the Executive’s employment is terminated by the Company under [Section 4(d), 30] days after the date on which a Notice of Termination is given; # if the Executive’s employment is terminated by the Executive under Section 4(e) without Good Reason, 30 days after the date on which a Notice of Termination is given, and # if the Executive’s employment is terminated by the Executive under Section 4(e) with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

Termination Date Amendment. Upon execution of this Agreement by the requisite Lenders under [Section 9.05] of the Existing Credit Agreement, with effect from and including the Extension Date, [Section 1.01] of the Existing Credit Agreement is amended by deleting the definition of "Termination Date" in its entirety and replacing it with the following:

Effective Date/Termination. This Plan will be effective as of the Effective Date. No grants will be made on or after the Effective Date under the Predecessor Plans, provided that outstanding awards granted under the Predecessor Plans will continue following the Effective Date. No grant will be made under this Plan on or after the tenth anniversary of the Effective Date, but all grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan. For clarification purposes, the terms and conditions of this Plan shall not apply to or otherwise impact previously granted and outstanding awards under the Predecessor Plans, as applicable (except for purposes of providing for shares of Common Stock under such awards to be added to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan pursuant to the share counting rules of this Plan).

Date of Termination. For purposes of this Agreement, “Date of Termination” shall mean the date of the termination of Executive’s employment with the Company specified in a Notice of Termination.