EMPLOYMENT BEGINNING
ON OR BEFORE THE DISTRIBUTION DATE AND WHO HAS ACCEPTED SUCH OFFER.
1.2
"ASO CONTRACT" MEANS AN ADMINISTRATIVE
SERVICES ONLY CONTRACT OR OTHER CONTRACT WITH A THIRD-PARTY ADMINISTRATOR OR
SERVICE PROVIDER THAT PERTAINS TO ANY SUPPLIER WELFARE PLAN OR SPINCO WELFARE
PLAN.
1.3
"BENEFICIARY" MEANS THE INDIVIDUAL(S)
DESIGNATED BY AN EMPLOYEE, FORMER EMPLOYEE, BY OPERATION OF LAW OR OTHERWISE, AS
THE PARTY ENTITLED TO COMPENSATION, BENEFITS, INSURANCE COVERAGE OR ANY OTHER
GOODS OR SERVICES UNDER ANY PLAN.
1.4
"COBRA" MEANS THE CONSOLIDATED OMNIBUS BUDGET
RECONCILIATION ACT OF 1986
1.5
"CODE" MEANS THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.
1.6
"DISTRIBUTION AGREEMENT" MEANS THE MASTER
SEPARATION AND DISTRIBUTION AGREEMENT BETWEEN SUPPLIER AND SPINCO OF EVEN DATE
HEREWITH.
1.7
"DISTRIBUTION DATE" MEANS THE DATE UPON WHICH
SUPPLIER COMPLETES THE DISTRIBUTION OF SPINCO'S COMMON STOCK.
1.8
"EMPLOYEE" MEANS ANY INDIVIDUAL WHO PERFORMS
SERVICES PURSUANT TO A COMMON-LAW EMPLOYER-EMPLOYEE RELATIONSHIP.
1.9
"ERISA" MEANS THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED.
1.10
"FOREIGN PLAN," WHEN IMMEDIATELY PRECEDED BY
"SUPPLIER," MEANS A PLAN MAINTAINED BY SUPPLIER OR WHEN IMMEDIATELY PRECEDED BY
"SPINCO," A PLAN MAINTAINED BY SPINCO, IN EITHER CASE FOR THE BENEFIT OF
EMPLOYEES WHO PERFORM SERVICES AND/OR ARE COMPENSATED UNDER A PAYROLL THAT IS
ADMINISTERED OUTSIDE THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, AND THE
DISTRICT OF COLUMBIA.
1.11
"FORMER SPINCO EMPLOYEE" MEANS AN EMPLOYEE WHOSE
EMPLOYMENT WITH SPINCO TERMINATED FOR ANY REASON (INCLUDING RETIREMENT OR
LONG-TERM DISABILITY) BEFORE THE DISTRIBUTION DATE AND WHO, AS OF THE
DISTRIBUTION DATE, IS NOT EMPLOYED BY SUPPLIER OR AN AFFILIATE OF SUPPLIER;
PROVIDED, HOWEVER, THAT ANY EMPLOYEE WHO TERMINATED EMPLOYMENT AT ANY TIME PRIOR
TO THE DISTRIBUTION DATE AND SUBSEQUENTLY BECAME EMPLOYED BY SUPPLIER AFTER SUCH
TERMINATION (AND DID NOT RETURN TO EMPLOYMENT WITH SPINCO), SHALL NOT BE A
FORMER SPINCO EMPLOYEE FOR ANY PURPOSE HEREUNDER.
1.12
"GOVERNMENTAL AUTHORITY" MEANS ANY FEDERAL, STATE OR
LOCAL COURT, GOVERNMENT, DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY, OFFICIAL
OR OTHER REGULATORY, ADMINISTRATIVE OR GOVERNMENTAL AUTHORITY, INCLUDING,
WITHOUT LIMITATION, THE UNITED STATES DEPARTMENT OF LABOR ("DOL"), AND THE
INTERNAL REVENUE SERVICE ("IRS").
1.13
"GROUP INSURANCE POLICY" MEANS A GROUP INSURANCE
POLICY ISSUED UNDER ANY SUPPLIER WELFARE PLAN OR ANY SPINCO WELFARE PLAN, AS
APPLICABLE.
1.14
"HIPAA" MEANS THE HEALTH INSURANCE PORTABILITY AND
ACCOUNTABILITY ACT OF 1996, AS AMENDED ("HIPAA"),
1.15
"HMO" MEANS A HEALTH MAINTENANCE ORGANIZATION THAT
PROVIDES BENEFITS UNDER THE SUPPLIER WELFARE PLANS OR THE SPINCO WELFARE PLANS.
2
1.16
"HMO AGREEMENTS" MEANS CONTRACTS, LETTER AGREEMENTS,
PRACTICES AND UNDERSTANDINGS WITH HMOS THAT PROVIDE MEDICAL SERVICES UNDER THE
SUPPLIER WELFARE PLANS OR SPINCO WELFARE PLANS.
1.17
"KEY RECIPIENT" MEANS THE HOLDERS OF SUPPLIER
OPTIONS SET FORTH ON SCHEDULE I, ATTACHED HERETO AND MADE A PART HEREOF.
1.18
"LIABILITIES" MEANS ANY AND ALL LOSSES, CLAIMS,
CHARGES, COMPENSATION, BENEFITS, DEBTS, DEMANDS, ACTIONS, COSTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, ADMINISTRATIVE AND RELATED COSTS AND EXPENSES OF
ANY PLAN, PROGRAM OR ARRANGEMENT), OF ANY NATURE WHATSOEVER, WHETHER ABSOLUTE OR
CONTINGENT, MATURED OR UNMATURED, LIQUIDATED OR UNLIQUIDATED, ACCRUED OR
UNACCRUED,