Benefits Continuation. Subject to the Employee signing and not revoking a release of claims in a form prescribed by the Corporation and the Employee remaining in strict compliance with the terms of this Agreement and any other written agreements between the Corporation and the Employee, the Corporation will pay the employer portion of the Employee’s COBRA premiums for health and dental insurance coverage under the Corporation’s group health and dental insurance plans for the same period of time the Employee remains eligible to receive the Severance Payment installments under Section 6(b)(iii) (up to a maximum of twelve (12) months), provided the Employee timely elects COBRA coverage. Notwithstanding the foregoing, the Corporation will discontinue COBRA premium payments if, and at such time as, the Employee # is eligible to be covered under the health and/or dental insurance policy of a new employer, # ceases to participate, for whatever reason, in the Corporation’s group insurance plans, or # ceases to be eligible to receive the Severance Payment installments under Section 6(b)(iii).

Continuation of Service; Termination of Employment. Executive hereby confirms that, effective as of March 20, 2015, or on such earlier date as the Company requests (the “Resignation Effective Date”), his employment with the Company and any Group Companies will be terminated and he will resign from any and all positions as an officer, director or employee of the Company and any Group Companies. The Company hereby confirms that Executive’s employment with the Company and the Group Companies will continue in effect under the terms of the Employment Agreement from the date hereof until the Resignation Effective Date. Executive agrees to remain employed by the Company and to carry out such duties as are reasonably requested by the Chief Executive Officer of the Company from time to time from the date hereof until the Resignation Effective Date. Executive agrees to execute any documents requested by the Company to implement his resignation from any positions with the Company or any Group Companies.

Commencing on September 17, 2015, and continuing until June 30, 2016 or, if earlier # the closing date of the Merger or # the date that is six months after the termination of the Merger Agreement (the “Extension Period”), the Executive shall continue to be employed by the Company as its Executive Vice President and General Counsel. On the last day of the Extension Period (the “Termination Date”), the employment of the Executive by the Company (and any subsidiary of the Company that employs the Executive) will cease, unless the Company and the Executive otherwise shall mutually agree.

Subject to the provisions of [clause (d) of this Section 2.7] and the provisions of [Section 2.14], Borrower shall have the option to # convert all or any portion of the outstanding Base Rate Loans equal to $500,000, and integral multiples of $100,000 in excess of such amount, to a SOFR Loan, and # convert all or any portion of the outstanding SOFR Loans equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan.

Continuation of Indemnification. All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is ​ of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any Proceeding by reason of the fact that the Indemnitee is or was ​ of the Company or is or was serving in any other capacity referred to in this Section 9. This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as ​ of the Company or as an agent of another enterprise at the Company’s request.

CONTINUATION OF INDEMNITY. All agreements and obligations of Corporation contained herein shall continue during the period Director is a director, officer, employee or agent of Corporation (or is or was serving at the request of Corporation as a director, officer, employee, trustee, or agent or another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Director shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, investigative or otherwise, by reason of the fact that Director was an executive officer of Corporation or serving in any other capacity referred to herein.

Continuation of Certain Provisions. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

Continuation of Certain Coverage. In any case where the Company is obligated [[Organization A:Organization]] provide coverage under [Section 3.03(a)] or [Section 4.01(b)], the Company at its option may provide such coverage directly under its own plans, and, for the avoidance of doubt, shall provide such coverage on a basis that [[Organization A:Organization]] the extent permitted by applicable law is, in whole or in part, taxable or nontaxable, provided, that any such coverage that can be provided on a nontaxable basis shall be so provided unless the Company determines that [[Organization A:Organization]] do so would result in adverse tax consequences [[Organization A:Organization]] Executive, [[Organization A:Organization]] other current or former employees of the Company or [[Organization A:Organization]] the Company. If in the Company’s good faith determination continued coverage under its own plans would be impracticable notwithstanding diligent effort by the Company or would result in adverse tax consequences [[Organization A:Organization]] Executive, [[Organization A:Organization]] other current or former employees of the Company or [[Organization A:Organization]] the Company, the Company may instead provide Executive with cash in an amount such that Executive may obtain coverage under other insurance policies providing coverage that is at least equivalent [[Organization A:Organization]] the coverage under the Company’s plans, including deductibles, co-payment percentages or amounts, and maximum coverage amounts. Any provision of coverage, including cash payments as herein provided, shall be accomplished in a manner that [[Organization A:Organization]] the Company’s satisfaction either complies with Section 409A or with the requirements for exemption from [Section 409A]. IN WITNESS WHEREOF, the parties hereto have executed this amended and restated employment agreement as of the date first above written.

Continuation of Confidentiality Obligations. The Consultant acknowledges and agrees that the obligations set out in this Section survive the termination of this Agreement for any reason. The Consultant further acknowledges that the obligations set out in this Section are not in substitution for any obligations which the Consultant may now or hereafter owe to the Company and which exist apart from this Agreement and do not replace any rights of the Company with respect to any such obligations.

Employment. This Award Agreement does not confer upon Executive any right to continue in employment, nor shall it, except during the period specified in the preceding sentence, restrict Executive’s right to terminate employment at any time.