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Continuation of Benefits. Effective as of the Termination Date, you will cease all health benefit coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefits.

If you elect COBRA Continuation of Benefits. Effective as ofCoverage, you shall continue to participate in all medical, dental and vision insurance plans you were participating in on the Termination Date,termination date, and the Corporation shall pay the entire applicable premium. During the COBRA Continuation Period, you will cease all health benefit coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you mayshall be entitled to elect continuing medical, prescriptionbenefits on substantially the same basis and cost as would have otherwise been provided had you not separated from service. To the extent that such benefits are available under the above-referenced benefit plans and you had such coverage immediately prior to termination of employment, such continuation of benefits for you shall also cover your dependents for so long as you are receiving benefits under this Section 5. The COBRA Continuation Period for medical and dental insurance under this Section 5(i) shall be deemed to run concurrent with the continuation period federally mandated by COBRA (generally 18 months), or any other legally mandated and applicable federal, state, or local coverage period for benefits provided to terminated employees under the health care plan. For purposes of this Agreement, # “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In1985, as amended, and # “COBRA Continuation Period” shall mean the event that you choose continuation period for medical and dental insurance to be provided under the terms of such coverage under COBRA, youthis Agreement which shall commence on the first day of the calendar month following the month in which the date of your termination falls and generally shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefits.an 18 month period.

ContinuationProvided you validly elect continuation of Benefits. Effective asyour medical and dental coverage under Section 4980B(f) of the Termination Date, you will cease all health benefit coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitledInternal Revenue Code of 1986 (the “Code”) (relating to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In), your coverage and participation under the event thatCompany’s medical and dental benefit plans and programs in which you choose continuationwere participating immediately prior to your termination of such coverage under COBRA, youemployment pursuant to this paragraph 11, shall continue at no cost to receiveyou (except as set forth below) until the medical, prescriptionearlier of # the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, and # the date on which you become eligible for medical and/or dental benefits atcoverage from another employer; provided, that, during the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costsperiod that are implemented by the Company provides you with respectthis coverage, an amount equal to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Companytotal applicable COBRA cost (or such other amounts as may be required by law) will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the extent the provisionbalance, if any, of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefits.required by law;

ContinuationHealth Benefits: medical and dental insurance coverage for you and your eligible dependents at no cost to you (except as hereafter described) pursuant to the [[Organization A:Organization]] benefit plans in which you participated in at the time of Benefits. Effective asyour termination of the Termination Date, you will cease all health benefit coverage andemployment (or, if different, other benefit plans generally available to senior level executives) for a period of eighteen (18) months following the termination date, or if earlier, the date on which you become eligible for medical or dental coverage provided byas the Company. Notwithstanding the foregoing, youcase may be entitled to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for thefrom a third party, which period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross incomeconsidered to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period; provided, however, that during the period without any extensionthat [[Organization A:Organization]] provides you with this coverage, the cost of such coverage will be treated as taxable income to you and [[Organization A:Organization]] may withhold taxes from your compensation for this purpose; provided, further, that you shall be solely responsiblemay elect to continue your medical and dental insurance coverage under COBRA at your own expense for the full costbalance, if any, of any heath premiums for the period required by law; provided, further that to the extent [[Organization A:Organization]] is unable to continue such benefits because of underwriting on the plan term or if such continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefitwould violate Code Section 105(h), [[Organization A:Organization]] shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you anywith economically equivalent benefits determined on an after-tax basis (to the extent such benefits.benefit was non-taxable).

Continuationthe same level of Benefits. EffectiveCompany-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that # the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Termination Date, you will cease all health benefitInternal Revenue Code of 1986, as amended (the “Code”); and # Employee elects continuation coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitledpursuant to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 19851985, as amended (“COBRA”). In, within the event that you choose continuation of such coverage under COBRA, youtime period prescribed pursuant to COBRA. The Company shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employmentprovide Employee with such Company-paid coverage on a monthly basis following the Termination Date (including any changes in benefits or costs that are implemented byuntil the Company with respectearlier of # the date Employee (and his/her eligible dependents) is no longer eligible to similarly-situated employees who are continuing in their employment),receive continuation coverage pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount followingor # twelve (12) months from the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefits.Date.

for up to a twelve‑month period after the Date of Termination, the Corporation will arrange to provide you and your eligible dependents with Health Insurance Continuation (defined below) or other substantially similar coverage based on the medical and dental plans in which you were participating in on the Date of Benefits. Effective as ofTermination; provided, however, that benefits otherwise receivable by you pursuant to this [Subsection 2(c)(iv)] will be reduced to the Termination Date,extent other comparable benefits are actually received by you during the twelve‑month period following your termination, and any such benefits actually received by you or your dependents will cease all health benefitbe reported to the Corporation; and provided, further that any insurance continuation coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing,that you may be entitled to elect continuing medical, prescription and dental coveragereceive under COBRA or similar foreign or state laws will commence on the Consolidated Omnibus Budget Reconciliation ActDate of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefits.Termination.

ContinuationHealth Benefits: medical and dental insurance coverage for you and your eligible dependents at no cost to you (except as hereafter described) pursuant to the [[Organization A:Organization]] benefit plans in which you participated in at the time of Benefits. Effective asyour termination of the Termination Date, you will cease all health benefit coverage andemployment (or, if different, other benefit plans generally available to senior level executives) for a period of thirty-six (36) months following the termination date, or if earlier, the date on which you become eligible for medical or dental coverage provided byas the Company. Notwithstanding the foregoing, youcase may be entitled to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for thefrom a third party, which period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross incomeconsidered to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period; provided, however, that during the period without any extensionthat [[Organization A:Organization]] provides you with this coverage, the cost of such coverage will be treated as taxable income to you and [[Organization A:Organization]] may withhold taxes from your compensation for this purpose; provided, further, that you shall be solely responsiblemay elect to continue your medical and dental insurance coverage under COBRA at your own expense for the full costbalance, if any, of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefits.period required by law;

ContinuationFor a period of Benefits. Effectivetwo (2) years after the Executive's Date of Termination (such period of time is referred to herein as of the Termination Date, you will cease all health benefit coverage and other benefit coverage provided"Benefit Period"), the Company shall, to the extent permitted by the Company. Notwithstandingterms and conditions of any relevant plan, program or policy, continue paying its normal portion of Executive's medical, dental and health insurance premiums pursuant to the foregoing, you may be entitled to elect continuing medical, prescription and dental coverage underprovisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA("COBRA"). In the event, provided that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligibleExecutive first timely elects to continue such coverage under COBRA. The costs ofCOBRA, and subject to any federal COBRA premium subsidies (if any) for which Executive may be eligible; provided, however, that if the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you becomeExecutive becomes reemployed with another employer and is eligible to receive medical, prescriptionmedical or dentalother welfare benefits under another employer-employer provided plan, this COBRA premium subsidy benefitthe medical and other welfare benefits described herein shall cease regardingbe secondary to those provided under such other plan during such applicable coverage. You agree that you will notifyperiod of eligibility. Additionally, during the Benefit Period, the Company within seven dayswill also continue Employee's life insurance and disability coverage and other benefits (other than the medical and other welfare benefits covered by the foregoing sentence) under the plans, programs, practices and policies described in Section 4(b)(iv) above, to the extent permitted under such applicable plans, programs, practices and policies, and will pay to the Employee the fringe benefits pursuant to Section 4(b)(vi) which have accrued prior to the Date of your obtaining employment that will provide you any such benefits.Termination.

ContinuationSubject to Employee’s timely election of Benefits. Effective as of the Termination Date, you will cease all health benefit coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receiveand provided that Employee is eligible and remains eligible for COBRA coverage, and that this Agreement is not terminated earlier for Cause, the medical, prescriptionCompany will contribute the portion of the premiums previously paid by the Employer for continuation of Employee’s medical (including vision and pharmacy/PBM) and dental benefits atunder COBRA, until the levels you would have been entitled to receive had you remained in employment followingexpiration of the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the CompanyTerm, after which time Employee will reimburse to you the full COBRA premium amount following the Termination Datebe responsible for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continueall premiums for such continuation coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefits.

Continuation of Benefits. Effective as of the Termination Date, you will cease all health benefit coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescriptionCompany’s medical and dental coverage underemployee benefit plans for 18 months after the Consolidated Omnibus Budget Reconciliation ActDate of 1985 (“COBRA”). InTermination provided that the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligibleParticipant timely makes an election to continue such coverage in the Company’s medical and dental employee benefit plans under COBRA. The costsCOBRA, subject to the requirements and limitations thereof. Unless otherwise limited by applicable law, thereafter, the Company shall pay the cost of the continued coverage of the Participant and/or the Participant’s family under the Company’s portionmedical and dental employee benefit plans for an additional period of any premiums due under this 3.2 shall be includedsix months, in your gross income to the extentcase of a [Schedule A] Participant, or 18 months, in the provisioncase of such benefits would be deemed to be discriminatory under Code Section 105(h). Fora [Schedule B] Participant (for a [Schedule C] Participant, no additional period beyond the avoidance of doubt,initial 18 months); provided however, that if the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployedParticipant becomes re-employed with another employer and is eligible to receive medical, prescriptionmedical or dental benefits under another employer-employer provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notifythe medical and dental benefits provided by the Company within seven daysunder this Plan shall be secondary to those provided under such other plan during the applicable period of your obtaining employment that will provide you any such benefits.eligibility. If the Participant does not timely elect COBRA coverage, the Participant shall not be entitled to the COBRA continuation benefit under this [Section 5.4] of the Plan.

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