During the continuation coverage period specified in section 4980B of the Internal Revenue Code of 1986, as amended (“ Code ”), and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, Employee may elect to continue to participate in any medical, prescription drug, dental, vision, health care spending account and any other “group health plan” (as such term is used in section 4980B of the Code) for the continued benefit of Employee (and Employee’s spouse and dependents) in which such person(s) were participating immediately prior to the Separation Date or, if such arrangements are altered by the Company, which is provided to similarly situated beneficiaries under the plans with respect to which a qualifying event has not occurred (“ COBRA Coverage ”).  In the event that Employee elects COBRA Coverage, the Company will pay to the Company’s third party COBRA administrator on the Employee’s behalf the premiums the Employee will be required to pay to maintain such COBRA Coverage for Employee and Employee’s spouse and dependents for the twelve-month period following the Separation Date (or until Employee becomes eligible for health care benefits from a new employer, if earlier), in either case the “ COBRA Coverage Period ”); provided, however, that if the Company determines, in its sole discretion, that its payment of the Employee’s COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying the Employee’s COBRA premiums, the Company shall instead pay to Employee on the first day of each month of the COBRA Coverage Period, a fully taxable cash payment equal to the Employee’s COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “ Special Severance Payment ”), for the remainder of the COBRA Coverage Period.  The Employee may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums.