ADOPTION AGREEMENT FOR THE EMPLOYEE BENEFIT PLAN

Transcription

1 Plan Sponsor Information ADOPTION AGREEMENT FOR THE EMPLOYEE BENEFIT PLAN 1. Legal Name of the Company Sponsoring the Plan: Novus Health Services, Inc. 2. Address of the Company s Principal Office: 2595 Dallas Pkwy Suite 440 Frisco, Texas Federal Employer Identification Number of Company: Principal Contact Information for the Company: Larissa Hair larissahair@novushs.com (972) Business Entity Type of the Company: S Corporation 6. Legal Names(s) and Federal Employer Identification Number(s) of all of the Related Employer(s) that will participate in the Plan: KBSE Associates, Inc dba Novus Home Care Total number of employees: 100+ Plan Information 1. Effective Date This Plan will be:. Restating Plan effective from January 1, Plan Number: Legal agent for the Plan: Preston Huffington (972)

2 4. Plan Year: A twelve month period beginning on September 1 and ending on August The laws of the State or Commonwealth of Texas will apply to the administration of the Plan. 6. Benefits under the Component Benefits Program include: Health Flexible Spending Account Dependent Care Flexible Spending Account Medical Benefits Vision Benefits Long Term Disability Benefits AD&D Benefits Group Term Life Insurance Benefits 7. Are any of the above benefits are self-insured? Yes; Health Flexible Spending Account, Dependant Care Flexible Spending Account 8. If any benefit that is self-insured, does an outside claims administrator pay claims: Yes. alt Bentley Yates If the question is yes, does the claims administrator make final decision on claims and should it be named as a Named Fiduciary for any claims decisions: No 9. Is or are the Medical Benefit(s) grandfathered? No 10. Special enrollment rights under HIPAA for gaining a new dependent or losing coverage will apply to the following benefits: Medical Dental Vision 11. Benefits Coverage during FMLA: 2

3 FMLA applies and all benefits under the Component Benefit Program continue. If employee contributions are required, the employee makes contributions During the leave 12. Benefits Coverage during all other Approved Leaves of Absence: All benefits continue during the approved leave and premium is due during leave. 13. Termination of Participation: The following events will terminate participation: Termination of employment Transfer to noneligible employee group Reduction of Hours The loss or eligibility in one or all of the benefits under the Component Benefit Program 14. Rehired Employees: If an employee is rehired, he or she will be reinstated with the same benefit options: N/A; rehired employees are treated as new employees 15. Under COBRA, the following benefits will be offered: Medical Dental Vision FSA Medical 16. When an employee or his or her Qualified Beneficiary elects COBRA coverage, is there one election for all benefits: No. There is separate election for each benefit. 17. Under the laws of the State of Texas, the Medical Benefits are subject to the Texas State Continuation rules and regulations. 18. The Plan Administrator under the Plan shall be: The Company sponsoring the Plan 19. The Named Fiduciary under the Plan shall be: The Company sponsoring the Plan For any benefits that are self-funded the Named Fiduciary under the Plan shall be: 3

4 The Company sponsoring the Plan IN WITNESS HEREOF, the Company has caused this Adoption Agreement to be executed by its duly authorized Officer on the date indicated below: Novus Health Services, Inc. (Legal Name of the Company) (Date) By: (Signature & Title of Officer) Participating Related Employer Authorized Signature Date KBSE Associates, Inc dba Novus Home Care

5 THE EMPLOYEE BENEFIT PLAN PLAN DOCUMENT THIS DOCUMENT, TOGETHER WITH THE ATTACHED DOCUMENTS LISTED ON THE FINAL PAGE, CONSTITUTE THE WRITTEN PLAN DOCUMENT REQUIRED BY ERISA 402

6 THE EMPLOYEE BENEFIT PLAN TABLE OF CONTENTS Page I. Introduction..1 II. III. IV. Definitions 1 Eligibility and Participation Requirements..3 Summary of Plan Benefits.6 V. Administration VI. VII. VIII. IX. Circumstances Which May Affect Benefits...11 Protected Health information Amendment or Termination of the Plan Claims Procedures...18 X. General Provisions...20 Attachments 23 Benefits under the Component Benefit Program Benefits Eligibility under the Component Benefit Program Participating Related Employers

7 I. - INTRODUCTION 1.01 Purpose The Company maintains the Plan for those current and former employees and their Spouses and other Dependents to provide those benefits provided through the Component Benefit Programs. The applicable Component Benefit Programs are indicated in the Adoption Agreement. Certain Benefits under the Component Benefit Program require an eligible Employee to make an annual election to enroll for coverage. The details of such annual elections are described the material behind the Attachments Section. Each benefit under the Component Benefit Program is summarized in a certificate of insurance booklet issued by an Insurer, a summary plan description or another governing document prepared by the Company. When the Plan refers to an insurance contract, it also refers to any attachments to such contract, as well as documents incorporated by reference into such contract (such as the application and the certificate of insurance booklet). A copy of each booklet, summary or other governing document is attached to this document in the Attachments Section. If the terms of this document conflict with the terms of such insurance contract, then the terms of the insurance contract will control, rather than this document, unless otherwise required by law. The Plan is effective as of date specified in the Adoption Agreement. This document and its Attachments constitute the written plan document required by ERISA Exclusive Benefit No part of the Plan or its assets shall be used for purposes other than for the exclusive benefit of eligible Employees, their Spouses, their other designated Dependents and their designated beneficiaries, in accordance with the provisions of the Plan, other than the paying of reasonable expenses associated with administering the Plan. II. - DEFINITIONS The following words and phrases used herein shall have the following meanings, unless a different meaning is plainly required by the context. Masculine pronouns used in this Plan shall include masculine and feminine gender unless the context indicates otherwise, and words in the singular also include the plural. These are general definitions and the presence of any definition in this section is not, in and of itself, an indication of the existence of a benefit. Adoption Agreement means the agreement that the Company has executed specifying the elective provisions of the Plan and is hereby attached to and made part of this Plan. 1

8 Cafeteria Plan means a cafeteria plan under Code Section 125 sponsored by the Company. Claims Administrator means the entity or entity indicated in the Adoption Agreement. COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Code means the Internal Revenue Code of 1986, as amended. Company means the entity or entities designated in the Adoption Agreement or any successor to it by merger, purchase or otherwise and any predecessor which has maintained this Plan or any corporation, sole proprietor, partnership or association that assumes the obligations of this Plan. Component Benefit Program means those benefits programs specified in Section 1.01 of the Plan. Dependent means an Employee s Spouse or other dependents that satisfies the dependent eligibility requirements of the applicable Component Benefit Programs. Employee means any current or former employee of the Employer who satisfies the eligibility provisions as specified in the applicable Component Plan Program. The determination of whether an individual is an Employee, an independent contractor or any other classification of worker or service provider and the determination of whether an individual is classified as a member of any particular classification of employees shall be made solely in accordance with the classifications used by the Company and shall not be dependent on, or change due to, the treatment of the individual for any purposes under the Code, common law or any other law, or any determination made by any court or government agency. Employer means the Company and any related employers who are participating under this Plan. ERISA means the Employee Retirement Income Security Act of 1974, as amended. FMLA means the Family Medical Leave Act of 1993, as amended. GINA means the Genetic Information Nondiscrimination Act of HCERA means the Health Care and Education Reconciliation Act of HIPAA means the Health Insurance Accountability and Portability Act of 1996, as amended. HITECH means the Health Information Technology for Economic and Clinical Health Act. 2

9 Insurer means any insurance company, health maintenance organization, preferred provider organization or any similar organization with whom the Company has contracted for an insured or contractually-established benefit. MHPA means the Mental Health Parity Act of MHPAEA means the Paul Wellstone and Pete Domenici Mental Health Parity and Addiction Equity Act. NMHPA means the Newborns' and Mothers' Health Protection Act of 1996, as amended. Named Fiduciary means the individual(s) or entity or entities specified in the Adoption Agreement NMHPA means the Newborns' and Mothers' Health Protection Act of 1996, as amended. Participant means an eligible enrolled Employee and/or eligible covered Dependents. Plan means this employee benefit plan, as adopted by the Company specified in the Adoption Agreement. Plan Administrator means the person, the committee or the entity specified in the Adoption Agreement to be the administrator, as defined in ERISA Section 3(16)(A). "Plan Year" means a twelve (12) month period specified in the Adoption Agreement. The Plan Year is also is the accounting period for the Plan. Protected Health Information ( PHI ) is individually identifiable health information that is maintained or transmitted by a covered entity, subject to specified exclusions as provided in 45 CFR Spouse means an individual who is legally married to a Participant as determined under Revenue Ruling USERRA means the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended. WHCRA means the Women's Health and Cancer Rights Act of 1998, as amended General Rules III - ELIGIBILITY AND PARTICIPATION REQUIREMENTS An eligible Employee with respect to the Plan will be those employees eligible under one or more benefits under the Component Benefit Program. Once an Employee has met the eligibility requirements and an appropriate Enrollment Form has been submitted to the Plan Administrator, the Employee s coverage 3

10 will commence on the date specified in the benefits under the Component Benefit Program, as found in the Attachments. Dependents also may be eligible to participate in and receive benefits from one or more of the Component Benefit Programs. Information about dependent eligibility and coverage is found in the Attachments as found in the Attachments. Certain benefits under the Component Benefit Program require that an eligible Employee make an annual election to enroll for coverage. Information regarding enrollment procedures, including when coverage begins and ends for the various benefits under the Component Benefit Program, is set forth in the attached certificate of insurance booklet, summary plan description or other governing document behind the applicable. An eligible Employee may begin participating in any benefit based on his or her election to participate in accordance with the terms and conditions established for each benefit under the Component Benefit Program Termination of Participation An eligible Employee s participation and the participation of his or her eligible Dependents in the Plan will terminate on the date specified in the benefit description under the Component Benefit Program, as found in the Attachments section and provided in Section Reimbursements after termination of participation will be made pursuant to Section 3.06 (relating to a run-out period for submitting incurred prior to termination and relating to COBRA). Other circumstances can result in the termination of benefits as specified in the Adoption Agreement. The insurance contracts (including the certificate of insurance booklets), plans, and other governing documents in the Attachments provide additional information Participation Following Termination of Employment or Loss of Eligibility If a Participant terminates his or her employment for any reason, including (but not limited to) disability, retirement, layoff or voluntary resignation, and then is rehired within time specified in the Adoption Agreement, the Employee will be reinstated with the same benefit options that such individual had before such termination. If an Employee (whether or not a Participant) terminates employment and is not rehired within the time specified in the Adoption Agreement or ceases to be an Eligible Employee for any other reason, including (but not limited to) a reduction in hours, and then becomes an eligible Employee again, such Employee must complete the waiting period described in the benefit description under the Component Benefit Program before again becoming eligible to participate in the benefits Participation During Leaves of Absence 4

11 A. Notwithstanding any other provision to the contrary in this Plan, if a Participant is eligible for a qualifying leave under FMLA then to the extent required by FMLA, as applicable, the Company shall continue to maintain those benefits under the Component Benefit Program as specified in the Adoption Agreement, on such terms and conditions as specified in the Adoption Agreement. The Participant may continue coverage during unpaid leave by paying for coverage on a pre-tax or after-tax basis, as specified in the Adoption Agreement. B. If a Participant is eligible for a qualifying leave under USERRA, then to the extent required by USERRA, as applicable, the Company shall continue to maintain the required benefits on the same terms and conditions as under COBRA, as specified in Section The Participant may continue coverage during unpaid leave by paying for coverage on an after-tax basis while on leave. C. If a Participant is eligible for leave of absence that is not subject to FMLA or USERRA, the Company shall continue to maintain those benefits under the Component Benefit Program, as specified in the Adoption Agreement, on such terms and conditions as specified in the Adoption Agreement. The Participant may continue coverage during unpaid leave by paying for coverage on a pre-tax or after-tax basis as specified in the Adoption Agreement Enrollment An Employee who is eligible to participate in this Plan shall commence participation on the first day after the eligibility requirements have been satisfied, provided that any enrollment forms are submitted to the Plan Administrator before the date that participation would commence. Once an Employee is enrolled, his or her participation shall continue until the Employee s participation ceases pursuant to Section Such enrollment forms shall identify the Spouse and other Dependents who are eligible for benefits under the Component Benefit Program as specified in the Adoption Agreement COBRA Rights If coverage under one or more of the Component Plan Programs for an eligible Employee or his or her eligible family members ceases because of certain qualifying events specified under COBRA (such as termination of employment, reduction in hours, divorce, death or a child ceasing to meet the definition of Dependent), then an eligible Employee and his or her eligible Dependents may have the right to purchase continuation coverage for a temporary period of time for certain coverages under this Plan. COBRA rights are explained in detail in the certificate of insurance booklet and the Summary of Rights and Obligations Regarding Continuation of Plan Coverage. 5

12 COBRA rights are explained in detail in the certificate of insurance booklet and the Summary of Rights and Obligations Regarding Continuation of Plan Coverage. Notwithstanding any provision to the contrary in this Plan, to the extent required by COBRA, the Participant and his or her Spouse and other Dependents ( Qualified Beneficiaries ), whose coverage terminates under the Plan because of a COBRA qualifying event, shall be given the opportunity to continue (on a self-pay basis) the same coverage that he or she had under the Plan the day before the qualifying event for the periods prescribed by COBRA (subject to all conditions and limitations under COBRA). However, in the event that such coverage is modified for all similarly-situated non-cobra Participants prior to the date continuation coverage is elected, Qualified Beneficiaries shall be eligible to continue the same coverage that is provided to similarly-situated non-cobra Participants. A premium for continuation coverage shall be charged to Qualified Beneficiaries in such amounts and shall be payable at such times as are established by the Plan Administrator and permitted by COBRA. If an eligible Employee or his or her covered eligible dependents qualify for COBRA, then the applicable will be treated as a single plan or separate plans as specified in the Adoption Agreement State Continuation of Group Coverage The law requires some group plans to continue coverage for an additional six months after your COBRA coverage ends. For state continuation to apply, your plan must have been issued by an insurance company or HMO subject to Texas insurance laws and rules. In addition, you must have been continuously covered under the group contract for at least three consecutive months immediately before the end of your employment. Your termination may be for any reason except involuntary termination for cause. If you re not eligible for COBRA coverage, you can continue your group coverage for nine months. The continuation period begins immediately after your termination. If you have a disability that meets the standards of the Social Security Administration, your coverage period may be extended by an additional 11 months. State and federal law requires employers to tell you about continuation of coverage within 30 days from the end of your employment. If you want to continue your insurance coverage, you must notify your employer in writing no later than the 60th day after coverage was terminated. IV. - SUMMARY OF PLAN BENEFITS 4.01 Benefits and Contributions 6

13 The Plan provides a Participant with those benefits under the Component Benefit Program specified in the Adoption Agreement. A summary of each benefit provided under the Plan is set forth in the attached certificate of insurance booklet, summary plan description or other governing document behind the Attachment section. The cost of the benefits provided through the Component Benefit Program will be funded wholly by employer contributions, in part by employer contributions, in part by pre-tax or post-tax employee contributions or wholly by pre-tax or post-tax employee contributions as specified in the benefits description under the Component Benefit Program. The Company will determine and periodically communicate to the eligible Employee s its share of the cost of benefits provided through each Component Benefit Program, and it may change that determination at any time. The Company will make its contributions in an amount that (in the Company s sole discretion) is at least sufficient to fund the benefits or a portion of the benefits that are not otherwise funded by the eligible Employee s contributions. The Company will pay its contribution and the eligible Employee s contributions to the Insurer or, with respect to benefits that are self-insured, will use these contributions to pay benefits directly to or on behalf of the Participants from the Company s general assets. The eligible Employee s contributions toward the cost of a particular benefit will be used in their entirety prior to using Employer contributions to pay for the cost of such benefit. With respect to benefits under the Component Benefit Program that are group health plans, the Plan will provide benefits in accordance with the requirements of all applicable laws, such as COBRA, HIPAA, HITECH. MHPA, NMHPA, USERRA, GINA, MHPAEA, WHCRA, HCERA and PPACA Qualified Medical Child Support Orders With respect to benefits under the Component Benefit Program, the Plan will also provide benefits as required by any qualified medical child support order, or QMCSO (defined in ERISA Section 609(a)) and will provide benefits to dependent children placed with participants or beneficiaries for adoption under the same terms and conditions as apply in the case of dependent children who are natural children of participants or beneficiaries, in accordance with ERISA Section 609(c).The Plan has detailed procedures for determining whether an order qualifies as a QMCSO. Participants and beneficiaries can obtain, without charge, a copy of such procedures from the Plan Administrator Benefits for Adopted Children With respect to benefits under the Component Benefit Program, the Plan will extend benefits to dependent children placed with a Participant for adoption under the same terms and conditions as apply in the case of dependent children who are natural children of other participants. 7

14 4.04 Special Rights on Childbirth Group health plans and health insurance issuers offering group medical coverage generally may not, under federal law, restrict benefits for any hospital length of stay in connection with childbirth for the mother or newborn child to less than 48 hours following a normal vaginal delivery, or less than 96 hours following a cesarean section. However, federal law generally does not prohibit the mother s or newborn s attending provider, after consulting with the mother, from discharging the mother or her newborn earlier than the above periods. In any case, such plans and issuers may not, under federal law, require that a provider obtain authorization from the plan or the insurance issuer for prescribing a length of stay not in excess of the above periods Special Enrollment Rights under HIPAA HIPAA requires that the Plan provide for a special enrollment period for certain benefits under the Component Benefit Program, as specified in the Adoption Agreement for any Employee or Participant who experiences a qualifying event. Qualifying events include the addition of a new Spouse or Dependent by marriage, adoption, placement for adoption or birth or loss of coverage under another health and welfare plan. The special enrollment right applies to the Employee, Participant or Dependent, who initially waived coverage under the Plan due to coverage under a health and welfare plan. In order to obtain coverage under this special enrollment period, the Employee or Participant must elect coverage within 30 days of the qualifying event. Effective dates for commencement of coverage are determined under the terms and conditions provided for under the certificate of insurance benefits attached to this Plan. The Plan will also provide a special enrollment period for benefits under the Component Benefit Program, specified in the Adoption Agreement for any Employee, Dependent or Participant who becomes eligible for premium assistance program under a Medicaid plan or State Child Health Insurance Plan. In order to obtain coverage under this special enrollment period, the Employee, Dependent or Participant must elect coverage within 60 days of the qualifying event Right to Recover Benefit Overpayments and Other Erroneous Payments If, for any reason, any benefit under the Plan is erroneously paid or exceeds the amount appropriately payable under the Plan to a Participant or a beneficiary, the Participant or the beneficiary shall be responsible for refunding the overpayment to the Plan. In addition, if the Plan makes any payment that, according to the terms of the Plan, should not have been made, the insurance companies, the Plan Administrator or the Company (or designee) may recover that incorrect payment, whether or not it was made due to the insurance companies' or Plan Administrator s (or its designee s) own error, from the person to whom it was made or from any other appropriate party. As may be permitted in the sole discretion of the Plan Administrator, the refund or repayment may be made in 8

15 one or a combination of the following methods: (a) in the form of a single lumpsum payment, (b) as a reduction of the amount of future benefits otherwise payable under the Plan, (c) as automatic deductions from pay or (d) any other method as may be required or permitted in the sole discretion of the Plan Administrator or the insurance companies. The Plan may also seek recovery of the erroneous payment or benefit overpayment from any other appropriate party Participant's Responsibilities Each Participant shall be responsible for providing the Plan Administrator, Claims Administrator, if applicable, and the Company and, if required by an insurance company, with respect to a fully-insured benefit, the insurance company with his or her current address. If required by the insurance company, with respect to a fully-insured benefit, each employee who is a Participant shall be responsible for providing the insurance company with the address of each of his or her covered eligible dependents. Any notices required or permitted to be given to a Participant hereunder shall be deemed given if directed to the address most recently provided by the Participant and mailed by first class United States mail. The insurance companies, the Plan Administrator and the Company shall have no obligation or duty to locate a Participant Right to Information and Fraudulent Claims Any person claiming benefits under the Plan shall furnish the Plan Administrator or, with respect to a fully-insured benefit, the insurance company with such information and documentation as may be necessary to verify eligibility for and/or entitlement to benefits under the Plan. The Plan Administrator, Claims Administrator, if applicable, (and, with respect to a fully-insured benefit, the insurance company) shall have the right and opportunity to have a Participant examined when benefits are claimed, and when and as often as it may be required during the pendency of any claim under the Plan. The Plan Administrator, Claims Administrator, if applicable, and, with respect to a fully-insured benefit, the insurance company also shall have the right and opportunity to have an autopsy done in the case of death, where it is not forbidden by law. If a person is found to have falsified any document in support of a claim for benefits or coverage under the Plan, or failed to have corrected information which such person knows or should have known to be incorrect, or failed to bring such misinformation to the attention of the Plan Administrator, the Claims Administrator, if applicable, or the insurance company, the Plan Administrator may, without the consent of any person, terminate the person s Plan coverage, including retroactively. In addition, the insurance company may refuse to honor any claim for benefits under the Plan for the Participant related to the person submitting the falsified information. Such person shall be responsible to provide 9

16 restitution, including monetary repayment to the Plan, with respect to any overpayment or ineligible payment of benefits Plan Administration V. - ADMINISTRATION The administration of the Plan is under the supervision of the Plan Administrator. The principal duty of the Plan Administrator is to see that the Plan is carried out, in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Plan. The administrative duties of the Plan Administrator include, but are not limited to, interpreting the Plan, prescribing applicable procedures, determining eligibility for and the amount of benefits, and authorizing benefit payments and gathering information necessary for administering the Plan. The Plan Administrator may delegate any of these administrative duties among one or more persons or entities, provided that such delegation is in writing, expressly identifies the delegate(s) and expressly describes the nature and scope of the delegated responsibility. The Plan Administrator has the discretionary authority to interpret the Plan in order to make eligibility and benefit determinations as it may determine in its sole discretion. The Plan Administrator also has the discretionary authority to make factual determinations as to whether any individual is entitled to receive any benefits under the Plan. The Company will bear its incidental costs of administering the Plan. The Company may shift from time to time certain administration costs to Participants. The Company shall communicate to the Participants the details of any cost shifting arrangements Power and Authority of Insurer Certain benefits under the Component Benefit Program the Plan are fully insured and provided by the Insurer indicated in the Attachments. The Insurers are responsible for (1) determining eligibility for and the amount of any benefits payable under the respective Component Benefit Program, and (2) prescribing claims procedures to be followed and the claims forms to be used by employees pursuant to their respective benefits under the Component Benefit Program. The Insurers, not the Company, are responsible for paying claims with respect to these programs. The Company shares responsibility with the Insurers for administering these program benefits. 10

17 Insurance premiums for employees and their eligible family members are paid in part by the Company out of its general assets and in part by employees' pre-tax payroll deductions. The Plan Administrator provides a schedule of the applicable premiums during the initial and subsequent open enrollment periods and on request for each of the component benefit programs, as applicable. Contributions for the insured component benefit program are also made in part or in whole by the Company and/or in part or in whole by employees' pre-tax or post tax payroll deductions. VI. - CIRCUMSTANCES WHICH MAY AFFECT BENEFITS 6.01 Denial or Loss of Benefits A Participant s benefits under the Plan will cease when the eligible Employee s participation in the Plan terminates as provided in Section 3.02 above. A Participant s benefits will also cease on termination of the Plan. Other circumstances can result in the termination, reduction or denial of benefits and are specified in the Component Benefit Program documents and in the Adoption Agreement. Claims may be denied under the benefits under the Component Benefit Program if the eligible Employee has a pre-existing condition and/or incur costs within the exclusionary period. Such limitations are specified in the certificate of insurance booklets, summary plan descriptions and other governing documents in the applicable Attachments Coordination of Benefits For Participants and Dependents who do not maintain coverage under a health and welfare plan sponsored by another unrelated employer, the Plan will be the primary payer for all eligible claims and benefits. For Dependents provided coverage from a Participant under the Plan who maintain coverage under another health and welfare plan provided by another unrelated employer s health and welfare plan will be the primary payer and this Plan will provide benefits claims as the secondary payer. Where a Dependent is covered by a Participant and by a Spouse who has coverage under a health and welfare plan provided through a different unrelated employer, the birthday rule will be used to determine which parent s coverage is primary or otherwise as determined under state law or any other rule stated in the Certificate of Insurance or plan document or description, a copy of which is attached to this Plan. For Participants, their Spouses or their other Dependents who are eligible for Medicare because they are age 65 or older or have end-stage renal disease, the benefits provided by the Company will be the primary plan for payment of benefits and claims until the participant retires or otherwise terminates employment if the Medicare Secondary Payer Rule applies. Medicare coverage 11

18 will only pay secondary to the Company s Plan and such payments and benefits coverage will be determined by CMS (Center for Medicare Services). For Participants, their Spouse or other Dependents who are eligible for Medicare because they are disabled, the benefits provided by the Company will be primary for the payment of benefits and Medicare will be secondary for benefits provided under coverage as determined under federal law under the Medicare Secondary Payer Rule Subrogation of Benefits The purpose of the Plan is to provide the Participant with coverage for claims under the benefits under the Component Benefit Program that are not the responsibility of any third party. If a Participant incurs a claim for under the benefits under the Component Benefit Program as a result of injures caused by someone else s negligence, wrongful act or omission, the Plan is not responsible to pay these expenses. If this happens, the Plan Administrator. Claims Administrator, if applicable, or the Insurer will contact Participant and ask him or her to sign a subrogation agreement. This means that the Company, the Claims Administrator, if applicable, or Insurer can take steps to recover what it paid to cover under the benefits under the Component Benefit Program from the third party that caused injury or illness. If the Participant does not sign a subrogation agreement, his or her claims for medical, dental and/or vision expenses related to the injury or illness may be denied. If the Plan pays the Participant s claim for benefits, and a third party or entity should pay the claim, the Participant of the Plan, agrees to the following conditions: A. The Plan shall be subrogated to all of the Participant s rights of recovery arising out of any claim or cause of action which may result or be attributable to a third party s negligent or wrongful acts or omission to the extent of amounts paid. B. The Participant also agrees to reimburse the Plan for any medical, dental and/or vision expenses paid to the eligible Employee if he or she recovers any amounts from a third party for the injury or illness. C. The Plan s subrogation and reimbursement rights shall apply to any recoveries by the Participant, or the Participant s estate, because the Participant suffered an injury or illness that could be attributed to a third party s negligence, wrongful act or omission. The Plan shall have first priority rights and such rights shall extend to, but not be limited to, the following recoveries by the Participant: 1. any payment made by or on behalf of a third party for benefits under the Component Benefit Program or his/her Insurer, such as a settlement, judgment, or arbitration award, or otherwise; 12

19 2. any payment as a result of a settlement, judgment, arbitration award or otherwise made by an Insurer for uninsured or underinsured motorist coverage (It doesn t matter whose insurance coverage it is the eligible Employee s or the other person s); 3. any payment from any source that is intended to compensate the Participant for the injury resulting from the negligence or alleged negligence of a third party; 4. any payment under Workers Compensation; 5. any payment under no-fault or other state required motor vehicle insurance; or 6. any payment made through the Participant s automobile, school or homeowner s insurance policy to cover the Participant for the injury D. The Participant will fully cooperate and do his or her part to ensure the Plan s right of recovery and subrogation are secured. If necessary, the Participant will grant a lien on any money that he or she may receive, equal to the value of any amounts paid by the Plan. The Participant will not take any action or be a party to any agreement that does not recognize the rights of the Plan to recover expenses. The Participant shall grant a lien on any amounts recovered from a third party and assign it to the Plan for any expenses paid. Similarly, the Participant may not assign rights to any third party to recover money, including the Participant s minor children, without the written consent of the Plan Administrator. E. The Plan has a prior lien against all amounts that the Participant may recover, even those amounts designated exclusively for non-benefits under the Component Benefit Program expense damages. The Participant shall not defeat or reduce the Plan s recovery rights by the use of the Made-Whole Doctrine, Rimes Doctrine or any doctrine that is intended to take away the Plan s rights to recover its expenses. F. The Participant may not incur any expenses on behalf of the Plan to pursue a payment. The Participant may not deduct court costs or attorney s fees from any amount reimbursed to the Plan, without written consent from the Plan Administrator. The Participant cannot use the Fund Doctrine, Common Fund Doctrine or Attorney s Fund Doctrine to use the Plan s funds for these purposes. The benefits under the Plan are secondary to any coverage under no-fault or similar insurance. G. If the Participant fails or refuses to honor the Plan s recovery and subrogation rights, the Plan may recover any costs to enforce its rights. This includes, but is not limited to attorney s fees, litigation, court costs and other expenses. 13

20 ARTICLE VII - PROTECTED HEALTH INFORMATION 7.01 Permitted Disclosure of Enrollment/Disenrollment Information The Plan may disclose to the Employer information on whether the individual is participating in any medical benefits under the Component Benefit Program, or is enrolled in or has disenrolled in such benefits as required under HIPAA and HITECH. For purposes of this article, Protected Health Information or PHI shall mean information designated in 45 CFR Section , as amended from time to time. Generally, PHI means individually identifiable health information that is transmitted by, or maintained in, electronic media or any other form or medium. This information must relate to (a) the past, present or future physical or mental health, or condition of an individual; (b) a provision of health care to an individual; or (c) payment of the provision of health care to an individual. If the information identifies or provides a reasonable basis to believe it can be used to identify an individual, it is considered individually identifiable health information. Electronic Protected Health Information or Electronic PHI means PHI that is transmitted by or maintained in electronic media Permitted Uses and Disclosure of Summary Health Information The Plan may disclose Summary Health Information to the Employer, provided the Employer requests the Summary Health Information for the purpose of (a) obtaining premium bids from medical plans for providing medical benefits under the Component Benefit Program; or (b) modifying, amending, or terminating the Plan or those benefits. Summary Health Information means information that (a) summarizes the claims history, claims expenses or type of claims experienced by individuals for whom the Employer had provided medical benefits under the Component Benefit Program; and (b) from which the information described at 42 CFR Section (b)(2)(i) has been deleted, except that the geographic information described in 42 CFR Section (b)(2)(i)(B) need only be aggregated to the level of a five-digit zip code Permitted and Required Uses and Disclosure of Protected Health Information for Plan Administrative Purposes Unless otherwise permitted by law, and subject to the conditions of disclosure described in Section 7.04 and obtaining written certification pursuant to Section 7.06, the Plan (or an Insurer on behalf of the Plan) may disclose PHI or Electronic PHI to the Employer, provided the Employer uses or discloses such PHI and Electronic PHI only for Plan administration purposes. Plan administration purposes means administration functions performed by the Employer on behalf of the Plan, such as quality assurance, claims processing, auditing, and monitoring. Plan administration functions do not include functions 14

21 performed by the Employer in connection with any other benefit or benefit plan of the Employer, and they do not include any employment-related actions or functions. Enrollment and disenrollment functions performed by the Employer are performed on behalf of Participants and beneficiaries, and are not Plan administration functions. Enrollment and disenrollment information held by the Employer is held in its capacity as the plan sponsor and is not PHI. Notwithstanding the provisions of this Plan to the contrary, in no event shall the Employer be permitted to use or disclose PHI or Electronic PHI in a manner that is inconsistent with 45 CFR Section (f) Conditions of Disclosure for Plan Administration Purposes The Employer agrees that with respect to any PHI (other than Enrollment/Disenrollment Information and Summary Health Information and information disclosed pursuant to a signed authorization that complies with the requirements of 45 CFR Section , which are not subject to these restrictions) disclosed to it by the Plan (or an insurance company on behalf of the Plan), the Employer shall: A. not use or further disclose the PHI other than as permitted or required by the Plan or as required by law; B. ensure that any agent, including a subcontractor, to whom it provides PHI received from the Plan, agrees to the same restrictions and conditions that apply to the Employer with respect to PHI; C. not use or disclose the PHI for employment-related actions and decisions or in connection with any other benefit or employee benefit plan of the Company; D. report to the Plan any use or disclosure of PHI of which it becomes aware that is inconsistent with the uses or disclosures provided for; E. make available PHI to comply with HIPAA s right to access in accordance with 45 CFR Section ; F. make available PHI for amendment and incorporate any amendments to PHI in accordance with 45 CFR Section ; G. make available the information required to provide an accounting of disclosures in accordance with 45 CFR Section ; H. make its internal practices, books, and records relating to the use and disclosure of PHI received from the Plan available to the Secretary of Health and Human Services for purposes of determining compliance by the Plan with HIPAA s privacy requirements; 15

22 I. if feasible, return or destroy all PHI received from the Plan that the Employer still maintains in any form and retain no copies of such information when no longer needed for the purpose for which disclosure was made, except that, if such return or destruction is not feasible, limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible; and J. ensure that the adequate separation between the Plan and the Employer (i.e. the firewall ), required in 45 CFR Section 504(f)(2)(iii), is established. The Employer further agrees that if it creates, receives, maintains or transmits any Electronic PHI (other than enrollment/disenrollment information and Summary Health Information and information disclosed pursuant to a signed authorization that complies with the requirements of 45 CFR Section , which are not subject to these restrictions) on behalf of the Plan, it will: A. implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the Electronic PHI that it creates, receives maintains or transmits on behalf of the Plan; B. ensure that the adequate separation between the Plan and the Employer (i.e., the firewall ), required by 45CFR Section 504(f)(2)(iii) is supported by reasonable and appropriate security measures; C. ensure that any agent, including a subcontractor, to whom it provides Electronic PHI agrees to implement reasonable and appropriate security measures to protect the information; and D. report to the Plan any security incident of which it becomes aware, as follows: the Employer will report to the Plan, with such frequency and at such times as agreed, the aggregate number of unsuccessful, unauthorized attempts to access, use, disclose, modify, or destroy Electronic PHI or to interfere with systems operations in an information system containing Electronic PHI; in addition the Employer will report to the Plan as soon as feasible any successful unauthorized access, use disclosure, modification or destruction of Electronic PHI or interference with systems operations in an information system containing Electronic PHI Adequate Separation between Plan and the Employer The Employer shall allow those classes of employees or other persons in the Employer s control designated by the Employer to be given access to PHI. No other persons shall have access to PHI. These specified employees (or classes of employees) shall only have access to and use PHI to the extent necessary to perform the plan administration functions that the Employer performs for the Plan. In the event that any of these specified employees do not comply with the 16

23 provisions of this Section, that employee shall be subject to disciplinary action by the Employer for non-compliance pursuant to the Employer s employee discipline and termination procedures. The Employer shall ensure that the provisions of this section are supported by reasonable and appropriate security measures to the extent that the persons designated above create, receive, maintain, or transmit Electronic PHI on behalf of the Plan Certification of the Employer The Plan shall disclose PHI to the Company only upon the receipt of a certification by the Company that the Plan has been amended to incorporate the provisions of 45 CFR Section 504(f)(2)(ii), and that the Company agrees to the conditions of disclosure set forth in this Article Amendment of the Plan VIII. - AMENDMENT OR TERMINATION OF THE PLAN The Company shall have the right to amend the Plan at any time and to any extent deemed necessary or advisable; provided, however, that no amendments shall: A. have the effect of discriminatorily depriving, on a retroactive basis, any eligible Employee, dependent or beneficiary of any beneficial interest that has become payable prior to the date such amendment is effective; or B. have the result of diverting the assets of the Plan to any purpose other than those set forth in this Plan. The Company shall promptly notify the Plan Administrator and all interested parties of any amendment adopted pursuant to this Section, and shall execute any instruments necessary in connection therewith Termination of the Plan The Company shall have the right to terminate the Plan in its entirety, or any portion thereof at any time provided, however, that such termination may not take place until 60 days prior to the date on which written notice is provided to the Plan Administrator. An officer of the designated by the Company may sign insurance contracts for this Plan on behalf of the Company, including amendments to those contracts, and may adopt (by a written instrument) amendments to the Plan that he or she considers to be administrative in nature or advisable to comply with applicable law. IX. - CLAIMS PROCEDURES 17

24 9.01 Claims for Fully Insured Benefits For purposes of the determination of the amount of, and entitlement to, benefits of the Component Benefit Programs provided under insurance contracts, the respective Insurer is the Named Fiduciary under the Plan, with the full power to interpret and apply the terms of the Plan as they relate to the benefits provided under the applicable insurance or HMO contract. To obtain benefits from the Insurer under the Component Benefit Program, a Participant must follow the claims procedures under the applicable insurance contract, which may require a Participant to complete, sign and submit a written claim on the insurer s form. In that case, the form is available from the Plan Administrator. The Insurer will decide a Participant s claim in accordance with its reasonable claims procedures, as required by ERISA. The Insurer has the right to secure independent medical advice and to require such other evidence as it deems necessary in order to decide the Participant s claim. If the Insurer denies the Participant s claim, in whole or in part, he or she will receive a written notification setting forth the reason(s) for the denial. If a Participant s claim is denied, he or she may appeal to the Insurer for a review of the denied claim. The Insurer will decide the appeal in accordance with its reasonable claims procedures, as required by ERISA. If a Participant doesn t appeal on time, he or she shall lose your right to file suit in a state or federal court, as he or she has not have exhausted his or her internal administrative appeal rights (which is generally a prerequisite to bringing a suit in state or federal court). After a Participant s appeal for medical benefits has been denied by Insurer, he or she shall be eligible to file a request for review under the external review procedure as provided under Treasury Regulations Section T(d)(1)(i); DOL Regulations Section (d)(1)(i) and HHS Regulations Section (d)(1)(i), if applicable. The attached certificate of insurance booklet contains more information in regard to how to file a claim and for details regarding the Insurer s claims procedures. The Certificate of Insurance booklet contains more information in regard to how to file a claim and for details regarding the Insurer s claims procedures. For more details regarding about how to file a claim and the procedures applicable to your claim, please consult the Certificate of Insurance, which can be requested in full from the Human Resources department Claims for Self-Funded Benefits 18