Health Plan Coverage. In satisfaction of the provisions of [Section 4.02(d)] of the Severance Plan, the Company shall provide Executive and his eligible family members with continued medical, dental and accident insurance benefits under the applicable benefit programs of the Companies (the "health and welfare benefits"). If Executive makes timely application for such health and welfare benefits pursuant to Executive's benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall pay the premiums for such coverage to the same extent paid by the Company immediately prior to the Termination Date for the first 18 months following the Termination Date, or the date on which Executive becomes eligible for comparable health and welfare benefits through a new employer, whichever is earlier. For the avoidance of doubt, the Company and Executive agree that the premiums paid for the benefit of Executive by the Company hereunder shall be taxed as imputed income to Executive.

For a period of two (2) years after the Executive's Date of Termination (such period of time is referred to herein as the "Benefit Period"), the Company shall, to the extent permitted by the terms 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 provisions of [Section 4.02(d)] of the Severance Plan, the Company shall provide Executive and his eligible family members with continued medical, dental and accident insurance benefits under the applicable benefit programs of the Companies (the "health and welfare benefits"). If Executive makes timely application for such health and welfare benefits pursuant to Executive's benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), provided that Executive first timely elects to continue such coverage under COBRA, and subject to any federal COBRA premium subsidies (if any) for which Executive may be eligible; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. Additionally, during the Benefit Period, the Company shall paywill also continue Employee's life insurance and disability coverage and other benefits (other than the premiums for such coveragemedical 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 same extent paid bypermitted under such applicable plans, programs, practices and policies, and will pay to the Company immediatelyEmployee the fringe benefits pursuant to [Section 4(b)(vi)] which have accrued prior to the Termination Date for the first 18 months following the Termination Date, or the date on which Executive becomes eligible for comparable health and welfare benefits through a new employer, whichever is earlier. For the avoidance of doubt, the Company and Executive agree that the premiums paid for the benefit of Executive by the Company hereunder shall be taxed as imputed income to Executive.Termination.

Medical Coverage. In satisfaction of the provisions of [Section 4.02(d)] of the Severance Plan,addition, the Company shall provide the Executive and his eligible family members with continued medical, dental and accidentvision insurance benefits under(which may also cover, if applicable, the applicable benefit programsExecutive’s spouse and eligible dependents) for three hundred sixty-five (365) days from the date of the Companies (the "health and welfare benefits"). IfExecutive’s termination of employment or until such time as the Executive makes timely applicationis eligible for suchgroup health and welfare benefitscoverage under another employer’s plan, whichever occurs first. In order to trigger the Company’s obligation to provide health care continuation benefits, the Executive must elect continuation coverage pursuant to Executive's benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"1985, as amended (“COBRA”), upon such eligibility. The Company’s obligation shall be satisfied solely through the Company shall paypayment of the Executive’s COBRA premiums for such coverageduring the 365-day period, but only to the same extent paidthat such premiums exceed the amount that would otherwise have been payable by the Company immediately prior toExecutive for coverage of the Termination Date forExecutive and the first 18 months following the Termination Date, or the date on which Executive becomesExecutive’s eligible for comparable health and welfare benefits through a new employer, whichever is earlier. For the avoidance of doubt, the Company and Executive agreedependents that the premiums paid for the benefit of Executivewere covered by the Company hereunder shallCompany’s medical, dental, and vision insurance programs at the time of the Executive’s termination of employment had the Executive continued to be taxed as imputed income to Executive.employed by the Company.

The Company will pay or reimburse the provisions of [Section 4.02(d)] of the Severance Plan, the Company shall provide Executive andfor his eligible family members with continued medical, dental and accident insurance benefits under the applicable benefit programs of the Companies (the "health and welfare benefits"). If Executive makes timely application for such health and welfare benefitspremiums charged to continue medical coverage pursuant to Executive's benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"(“COBRA”), the Company shall pay the premiums for such coverage toat the same extent paid byor reasonably equivalent medical coverage for the CompanyExecutive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Termination DateSeverance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this [clause (c)] shall commence with continuation coverage for the first 18 monthsmonth following the Termination Date,month in which the Executive’s Severance Date occurs and shall cease with continuation coverage for the fifteenth (15th) month (or, if the Severance Date occurs on or after the date onof a Change of Control, the eighteenth (18th) month) following the month in which the Executive’s Severance Date occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for comparablecoverage under the health and welfare benefits throughplan of a newfuture employer, whichever is earlier. Foror the avoidance of doubt,date the Company and Executive agree that the premiums paid for the benefit of Executive byceases to offer group medical coverage to its active executive employees or the Company hereunderis otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall be taxed as imputed incomenotify the Company in writing of such election prior to Executive.such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place.