Common use of COBRA Benefit Clause in Contracts

COBRA Benefit. Provided Employee (on Employee’s own behalf and/or, if applicable, on behalf of Employee’s eligible dependents) timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (”COBRA”), the Company shall pay on Employee’s behalf the monthly COBRA premium associated with such continuation coverage for the period beginning on the first day of the month following the Release Effective Date and ending on the earliest of: (i) the twelve (12)-month anniversary of the Release Effective Date; (ii) the date Employee is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Employee receives substantially similar coverage from another employer or other source (the applicable period, the “COBRA Period” and each such payment, a “COBRA Payment”). The Company will pay each COBRA Payment, if any, directly to the COBRA administrator; provided that Employee first delivers the applicable COBRA invoice to the Company in the manner outlined in Section 13.13; provided, further, that no COBRA Payment will be paid prior to the Release Effective Date. All COBRA Payments made by the Company pursuant to this Section 3.4.2.3 shall be collectively referred to in this Agreement as the “COBRA Benefit”. Employee acknowledges and agrees that Employee shall be responsible for the full cost of the monthly COBRA premium associated with any such continuation coverage that becomes due, if any, before or after the COBRA Period. Notwithstanding the foregoing, if making the payments outlined under this Section 3.4.2.3 would cause a violation of the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”) or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the Parties agree to reform this Section 3.4.2.3 in a manner as is necessary to comply with the ACA.

COBRA Benefit. Provided Employee (on Employee’s own behalf and/or, if applicable, on behalf of Employee’s eligible dependents) Subject to your timely and properly elects health continuation proper election of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended (”“COBRA”), your then-effective group health benefits for you and your COBRA-eligible dependents shall be continued at the Company shall pay on EmployeeCompany’s behalf cost for all premiums under COBRA (the monthly COBRA premium associated with cost of such continuation coverage for the period beginning on the first day of the month following the Release Effective Date and ending on the earliest of: (i) the twelve (12)-month anniversary of the Release Effective Date; (ii) the date Employee is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Employee receives substantially similar coverage from another employer or other source (the applicable periodpremiums, the “COBRA Period” and each such payment, a Premium”) for ten (10) months (the “COBRA PaymentNon-Cash COBRA”). The , provided that, if the Company determines that it cannot provide the Non-Cash COBRA without potentially violating applicable law or incurring additional expense under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will pay each COBRA Paymentprovide you, if anyin lieu thereof, directly taxable, continued installment payments equal to the COBRA administrator; provided that Employee first delivers Premium for 10-months (measured from the applicable COBRA invoice to the Company in the manner outlined in Section 13.13; provideddate of Separation), further, that no COBRA Payment which payments will be paid prior to the Release Effective Date. All made regardless of whether you elect COBRA Payments made by the Company pursuant to this Section 3.4.2.3 shall be collectively referred to in this Agreement as continuation coverage (the “COBRA BenefitCash COBRA”. Employee acknowledges and agrees that Employee shall be responsible for the full cost of the monthly COBRA premium associated with any such continuation coverage that becomes due, if any, before or after the COBRA Period). Notwithstanding the foregoing, if making the payments outlined number of months of Cash COBRA to be paid, in any case, shall be reduced by the number of months of Non-Cash COBRA previously paid by the Company. Notwithstanding any provision to the contrary, payment of the amounts set forth in Section 3 above shall (i) be subject to any applicable six (6) month delay that may be required under Section 409A. You shall not be entitled to payment of any then-unearned and unpaid portion of the amounts provided under this Section 3.4.2.3 would cause a violation 3 upon termination (i) by the Company for Cause, (ii) by you of your consulting services under this Agreement prior to the end of the nondiscrimination rules applicable Advisory Period for any reason, or (iii) due to non-grandfathered plans under your death or disability. You acknowledge and agree that your strict compliance with the Affordable Care Act (terms of this Agreement, including Section 6 below, is a condition to your receipt of any consideration pursuant to the “ACA”) or result terms of this Agreement. You further acknowledge and agree that in the imposition event of penalties any breach of your obligations under the ACA and the related regulations and guidance promulgated thereunder)this Agreement, the Parties agree Company shall, in its sole and absolute discretion, be entitled to reform refrain from making any payment of amounts provided under this Section 3.4.2.3 in a manner 3 that may be due but have not yet been paid, until such time as is necessary you have fully cured any such breach(es) to comply with the ACAsatisfaction of the Company.