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,