Continuation of Certain Coverage. In any case where the Company is obligated to 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 to 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 to do so would result in adverse tax consequences to Executive, to other current or former employees of the Company or to 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 to Executive, to other current or former employees of the Company or to 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 to 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 to the Company’s satisfaction either complies with Section 409A or with the requirements for exemption from [Section 409A].

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.