reimbursement pursuant to this paragraph 4 shall, subject to Section 5.7(a) of the Employment Agreement, commence with continuation coverage for the month following the month in which your Separation from Service occurs and shall cease with continuation coverage for the twenty-fourth month following the month in which your Separation from Service occurs (or, if earlier, shall cease upon the first to occur of your death, the date you become eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage or the MERP to its active executive employees or the Company is otherwise not able under applicable law or the terms of the Company’s benefit plans to offer COBRA continuation coverage to you). To the extent you elect COBRA coverage, you shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place.
In consideration for the extension of the Period of Employment through December 31, 2021, you will be granted 115,100 additional RSUs. Such RSUs will vest in one installment on March 31, 2022 and will be subject to terms established by NCLH’s Board of Directors or a committee thereof and will be granted pursuant to and subject to the terms and conditions of an RSU award agreement and NCLH’s Amended and Restated 2013 Performance Incentive Plan (together with any successor equity incentive plan, the “NCLH Equity Plan”), each of which will be provided to you in conjunction with the grant of such award.
You will continue to be eligible to participate in the NCLH Equity Plan and to receive grants of equity awards under the NCLH Equity Plan as may be approved from time to time by the Compensation Committee in its sole discretion.
|6.||Effect on the Employment Agreement|
Except as modified pursuant to this Agreement, the Employment Agreement shall remain in full force and effect. On and after the date hereof, each reference in the Employment Agreement to “this Agreement,” “herein,” “hereof,” “hereunder” or words of similar import shall mean and be a reference to the Employment Agreement as amended hereby. To the extent that a provision of this Agreement conflicts with or differs from a provision of the Employment Agreement, such provision of this Agreement shall prevail and govern for all purposes and in all respects.
To the extent possible, this Agreement is to be construed and interpreted in accordance with, and to avoid any tax, penalty, or interest under, Section 409A of the Code. For clarity, any reduction of base salary pursuant to the March 2020 Letter Agreement will continue to apply for so long as it applies to other executive officers of the Company or NCLH, including through the Transition Period, if applicable.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken