HAVE BEEN INCURRED DURING THE
CALENDAR YEAR IN WHICH THE DISTRIBUTION DATE OCCURS AND (2) ALL BENEFITS PAID
TO, OR RECEIVED BY, TRANSFERRED INDIVIDUALS UNDER THE KERR-MCGEE HEALTH AND
WELFARE PLANS, IN EITHER CASE, FOR PURPOSES OF DETERMINING WHEN SUCH PERSONS
HAVE RECEIVED THE MAXIMUM BENEFITS, INCLUDING LIFETIME MAXIMUM BENEFITS,
PROVIDED UNDER ITS HEALTH AND WELFARE PLANS.
6.03.
SPECIAL RULE FOR HCSA AND DCSA PLANS.
To the extent any Transferred Individual contributed to an account under the
Kerr-McGee HCSA Plan or DCSA Plan during the calendar year in which the
Distribution Date occurs, Kerr-McGee shall transfer, as soon as practicable
after the Distribution Date, to the corresponding Tronox Health and Welfare Plan
the account balances of the Transferred Individual for such calendar year under
the Kerr-McGee HCSA Plan or DCSA Plan, regardless of whether the account balance
is positive or negative.
19
6.04.
VENDOR CONTRACTS.
(A)
THIRD-PARTY ASO CONTRACTS.
(1)
AT TRONOX'S REQUEST, KERR-MCGEE SHALL USE
ITS REASONABLE BEST EFFORTS TO CAUSE EACH THIRD-PARTY ADMINISTRATOR THAT
OPERATES PURSUANT TO AN ADMINISTRATIVE SERVICES ONLY CONTRACT THAT RELATES TO
ANY OF THE KERR-MCGEE HEALTH AND WELFARE PLANS (AN "ASO CONTRACT") IN EXISTENCE
AS OF THE DATE OF THIS AGREEMENT TO ENTER INTO AN AGREEMENT WITH TRONOX WITH
SUBSTANTIALLY SIMILAR TERMS AND CONDITIONS.
SUCH TERMS AND CONDITIONS SHALL
INCLUDE THE FINANCIAL AND TERMINATION PROVISIONS, PERFORMANCE STANDARDS,
METHODOLOGY, AUDITING POLICIES, QUALITY MEASURES, REPORTING REQUIREMENTS AND
TARGET CLAIMS.
THE REQUEST BY TRONOX FOR KERR-MCGEE TO NEGOTIATE SUCH ASO
CONTRACTS SHALL BE DEEMED TO BE THE AUTHORIZATION BY TRONOX OF KERR-MCGEE TO ACT
ON ITS BEHALF TO EXTEND TO TRONOX THE TERMS AND CONDITIONS OF THE ASO
CONTRACTS.
TRONOX SHALL USE ITS REASONABLE BEST EFFORTS TO COOPERATE WITH
KERR-MCGEE IN SUCH EFFORTS, AND TRONOX SHALL NOT PERFORM ANY ACT, INCLUDING
DISCUSSING ANY ALTERNATIVE ARRANGEMENTS WITH ANY THIRD PARTY, THAT WOULD
PREJUDICE KERR-MCGEE'S EFFORTS.
(2)
IF IT BECOMES REASONABLY LIKELY THAT
KERR-MCGEE WILL NOT BE SUCCESSFUL IN NEGOTIATING CONTRACT LANGUAGE THAT WILL
PERMIT COMPLIANCE WITH THIS SECTION 6.04(A), KERR-MCGEE SHALL SO NOTIFY TRONOX
PROMPTLY, AND AFTER SUCH NOTIFICATION, TRONOX SHALL BE RELEASED FROM THE
RESTRICTION CONTAINED IN THE LAST SENTENCE OF SECTION 6.04(A)(1).
IN SUCH CASE,
KERR-MCGEE MAY OFFER A CONTINGENCY PLAN FOR THE ADMINISTRATION OF THE PORTION OF
THE KERR-MCGEE HEALTH AND WELFARE PLANS AFFECTED BY THE UNAVAILABILITY OF SUCH
ASO CONTRACT, INCLUDING, IF POSSIBLE, AN OFFER BY THE THIRD-PARTY ADMINISTRATOR
UNDER THE RELEVANT ASO CONTRACT OF ITS SERVICES UNDER A SEPARATE CONTRACT WITH
TRONOX, WITH TERMS AND CONDITIONS AS SIMILAR AS PRACTICABLE TO THOSE OF THE ASO
CONTRACT WITH KERR-MCGEE.
TRONOX SHALL, EFFECTIVE IMMEDIATELY AFTER THE
DISTRIBUTION DATE, EITHER ADOPT ITS OWN CONTINGENCY PLAN OR THE CONTINGENCY PLAN
ESTABLISHED BY KERR-MCGEE FOR SUCH ARRANGEMENT.
(B)
INSURED HMO/PPO/EXPATRIATE CARRIER
AGREEMENTS.
(1)
AT TRONOX'S REQUEST, KERR-MCGEE SHALL USE
ITS REASONABLE BEST EFFORTS TO CAUSE ALL HMOS, PPOS, AND EXPATRIATE CARRIERS
THAT PROVIDE MEDICAL SERVICES UNDER THE KERR-MCGEE HEALTH PLANS IN EXISTENCE AS
OF THE DATE OF THIS AGREEMENT TO PROVIDE COVERAGE TO EMPLOYEES AND RETIREES OF