EXHIBIT 10.4
MINERALS TECHNOLOGIES INC.
HEALTH AND WELFARE PLAN
(Effective April 1, 2003)
April 2003
MINERALS TECHNOLOGIES INC.
HEALTH AND WELFARE PLAN
(Effective April 1, 2003)
TABLE OF CONTENTS
Page
INTRODUCTION
1
Article I.
Definitions
2
1.1.
ADA
2
1.2.
Affiliate
2
1.3.
Benefit Component
2
1.4.
Benefits
3
1.5.
Board
3
1.6.
Cafeteria Program
3
1.7.
Claims Processor
3
1.8.
COBRA
3
1.9.
Code
3
1.10.
Company
3
1.11.
Dependent
3
1.12.
Effective Date
3
1.13.
Eligible Employee
3
1.14.
Employee
3
1.15.
Employee Plan Contributions
3
1.16.
Employer
3
1.17.
Employer Plan Contributions
4
1.18.
ERISA
4
1.19.
FMLA
4
1.20.
HIPAA
4
1.21.
HMO
4
1.22.
Participant
4
1.23.
Plan Administrator
4
1.24.
Plan Year
4
1.25.
Service Provider
4
1.26.
Third Party Administrator
4
1.27.
USERRA
4
1.28.
Welfare Plan
4
1.29.
Welfare Plan Committee
4
Article II.
Participation
5
2.1.
Participation
5
2.2.
Cessation of Participation
5
2.3.
Continuation Coverage
5
Article III.
Contributions
6
3.1.
Employer Plan Contributions
6
3.2.
Employee Plan Contributions
6
Article IV.
Benefits
6
4.1.
Provision of Benefits
6
Article V.
Claims, Claims Procedure, Appeals, and Payment
6
5.1.
Claims
6
5.2.
Claims Procedure
6
5.3.
Appeal and Review Procedure
7
5.4.
Notices
7
5.5.
Evidence
7
5.6.
Payment
7
5.7.
Coordination of Benefits
8
5.8.
Proof of Loss
8
5.9.
Nonassignment
8
5.10.
Government-Provided Benefits
8
5.11.
Receipt and Release of Information
8
5.12.
Subrogation
9
5.13.
Right of Recovery
9
Article VI.
Purpose and Funding
9
6.1.
Purpose
9
6.2.
Funding Policy
9
Article VII.
Adoption of Welfare Plan by Participating Employer
10
Article VIII.
Plan Administration
11
8.1.
Allocation of Plan Administration Responsibilities
11
8.2.
Welfare Plan Committee Membership
12
8.3.
Welfare Plan Committee Meetings
12
8.4.
Fiduciary Duties
12
8.5.
Indemnification of Fiduciaries
13
8.6.
Discretionary Power of Plan Administrator
13(ii)
8.7.
Miscellaneous
13
Article IX.
Amendment and Termination
14
9.1.
Amendment
14
9.2.
Termination
14
Article X.
Miscellaneous
14
10.1.
State of Jurisdiction
14
10.2.
Severability
14
10.3.
Welfare Plan Not An Employment Contract
14
10.4.
Non-Transferability of Interest and Facility of Payment
14
10.5.
Mistake of Fact
15
10.6.
Cost of Administering the Welfare Plan
15
10.7.
Withholding for Taxes
15
10.8.
Bonding and Insurance
16
10.9.
Nondiscrimination Requirements
16
10.10.
Prohibition on Compensation
16
10.11.
No Vested Rights
16
10.12.
Titles and Headings
16
10.13.
Tax Effects
16
10.14.
Continuation Coverage under COBRA or Other Applicable Law
16
10.15.
FMLA or USERRA Leaves of Absence
16(iii)
10.16.
Qualified Medical Child Support Orders
17
10.17.
Entire Document
17
Article XI.
HIPAA Privacy
17
11.1.
Definitions
18
11.2.
Disclosure of Summary Health Information
22
11.2.
Disclosure of Protected Health Information to the Company
22
11.4.
Permitted Use and Disclosure of Protected Health Information
22
11.5.
Required Uses and Disclosures of Protected Health Information
27
11.6.
Minimum Necessary
27
11.7.
Employer Certification and Responsibility
28
11.8.
Employees with Access to Protected Health Information
29
11.9.
Limitations to Protected Health Information Access and Disclosure
29
11.10.
Noncompliance
29
11.11.
Nondisclosure of Protected Health Information by HMOs
30
11.12.
Notice to Employees
30
11.13.
Policies and Procedures
30
11.14.
Hybrid Entity Designation
31
11.15.
Electronic Data Security Standards
32
APPENDIX A -
LIST OF BENEFIT COMPONENTS
34
APPENDIX B -
PARTICIPATING EMPLOYERS
35
MINERALS TECHNOLOGIES INC.
HEALTH AND WELFARE PLAN
(Effective April 1, 2003)
INTRODUCTION
Minerals Technologies Inc. hereby establishes the Minerals Technologies Inc. Health and Welfare Plan (hereinafter the "Welfare Plan"), effective April 1, 2003, to provide health and welfare benefits for the Eligible Employees of Minerals Technologies Inc. and participating Affiliates. The Welfare Plan includes and encompasses: (i) the Minerals Technologies Inc. Flexible Benefits Plan (the "Cafeteria Program"), which in turn includes the Premium Conversion Program benefit component, covering Eligible Employees of Minerals Technologies Inc.; and (ii) each of the individual plans, programs, insurance contracts, and benefit components that are listed in Appendix A (collectively, with the Cafeteria Program, hereinafter referred to as "Benefit Components"), and the terms of each such Benefit Component are hereby incorporated into the Welfare Plan by reference.
THE WELFARE PLAN, TOGETHER WITH EACH BENEFIT COMPONENT FORMING A PART OF THE WELFARE PLAN, CONSTITUTES THE WRITTEN PLAN DOCUMENT FOR THE MINERALS TECHNOLOGIES INC. HEALTH AND WELFARE PLAN.
In the event that any term or provision in the Welfare Plan document is in conflict with any of the terms or provisions of any Benefit Component, the terms or provisions in the Welfare Plan document will govern. Where terms and provisions specifically applicable to an individual Benefit Component are not addressed in the Welfare Plan document, such terms and provisions as set forth in such Benefit Component will govern.
The Welfare Plan is designed to meet the applicable requirements of the Code, ERISA, COBRA, HIPAA, the ADA, the FMLA, the USERRA, and any other applicable law, including regulations and rulings issued pursuant to any such laws, to the extent applicable to a Benefit Component. The Welfare Plan is specifically designated as a welfare benefit plan under ERISA, and shall be treated as a single welfare benefit plan for purposes of the reporting requirements under Title I of ERISA. However, to the extent permitted by Title I of ERISA, an Employer may elect to satisfy the summary plan description and summary of material modifications requirements of ERISA separately with respect to any one or more of the Benefit Components. Notwithstanding the foregoing, each individual Benefit Component shall be subject to ERISA only to the extent required by ERISA.
Except as otherwise provided, each Benefit Component is a separate plan for purposes of satisfying the nondiscrimination requirements of the Code. However, each Benefit Component which is a self-insured group health plan (if any), together with any HMO coverage that is offered in lieu of coverage under any such Benefit Components, shall constitute a single plan for
purposes of the nondiscrimination requirements of Section 105(h)(2) of the Code. It is intended that all applicable nondiscrimination requirements of the Code be satisfied, including all requirements under Code Sections 79, 105(h), and 125.
The Welfare Plan is maintained for the exclusive benefit of Eligible Employees and/or any of their eligible Dependents.
The general provisions of the Welfare Plan shall apply only to Eligible Employees of an Employer who are Participants as defined in Article I. Provisions of any individual Benefit Component shall apply only with respect to Participants who are eligible to receive Benefits under such Benefit Component. The rights and Benefits, if any, of former Employees who are Participants will be determined in accordance with the provisions of the Welfare Plan as in effect on the date their employment terminated.
Article I.
Definitions
Any terms that are used or separately defined in any Benefit Component shall have the meaning set forth in such Benefit Component.
Where required by the context, the noun, verb, adjective and adverb forms of each defined term includes any of its other forms and the singular includes the plural and the plural includes the singular. "He," "him" and "his" include "she," "her" and "hers."
The following terms used in the Welfare Plan shall have the following meanings:
1.1. ADA . The Americans with Disabilities Act of 1990, as amended.
1.2. Affiliate . Any corporation, partnership or other entity which is: (a) a member of a "controlled group of corporations" (as that term is defined in Code Section 414(b)) of which the Company is a member;
(b) a member of any trade or business under "common control" (as that term is defined in Code Section 414(c)) with the Company;
(d) any other entity required to be aggregated with the Company pursuant to U.S. Department of Treasury regulations issued under Code Section 414(o).
1.3. Benefit Component . The Cafeteria Program and each of the individual plans, programs, insurance contracts, and benefit components that is part of the Welfare Plan, as listed in Appendix A. Existing Benefit Components may be discontinued
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or amended, in whole or in part, and new Benefit Components may be added, at any time by the Welfare Plan Committee or the Board.
1.4. Benefits . The benefits provided to Participants under any Benefit Component, as listed in the schedule of benefits for such Benefit Component or in one or more other written documents approved by the Welfare Plan Committee or the Board, with respect to such Benefit Component.
1.5. Board . The Board of Directors of Minerals Technologies Inc.
1.6. Cafeteria Program . The Minerals Technologies Inc. Cafeteria Program, as it may be amended from time to time.
1.7. Claims Processor . Any person or entity appointed by the Plan Administrator to process claims in accordance with Article V hereof.
1.8. COBRA . The Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
1.9. Code . The Internal Revenue Code of 1986, as amended.
1.10. Company . Minerals Technologies Inc.
1.11. Dependent . Any individual who meets the applicable definition of "dependent" under any Benefit Component(s), but then only with respect to such Benefit Component(s).
1.12. Effective Date . April 1, 2003.
1.13. Eligible Employee . Any Employee who meets the applicable eligibility requirements under any Benefit Component(s), but then only with respect to such Benefit Component(s).
1.14. Employee . Any person who is a full-time, salaried employee of an Employer who is paid from sources within the United States, or a part-time employee of an Employer who works at least 24 hours per week and who is paid from sources within the United States.
1.15. Employee Plan Contributions . The contributions, if any, made by a Participant in accordance with any Benefit Component.
1.16. Employer . Minerals Technologies Inc., and any of its subsidiaries or Affiliates, that, with the consent of the Board, adopts the Welfare Plan in accordance with Article VII hereof, and any organization that is a successor thereto.
1.17. Employer Plan Contributions . The contributions, if any, made by an Employer in accordance with Section 3.1.
1.18. ERISA . The Employee Retirement Income Security Act of 1974, as amended.
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1.19. FMLA . The Family and Medical Leave Act of 1993, as amended.
1.20. HIPAA . The Health Insurance Portability and Accountability Act of 1996, as amended.
1.21. HMO . A health maintenance organization.
1.22. Participant . An Eligible Employee who meets the requirements of Section 2.1 or a Dependent.
1.23. Plan Administrator . The Welfare Plan Committee appointed by the Board pursuant to Article VIII. Certain administrative functions with respect to the Welfare Plan may be delegated to any other person, persons, or entity, including a Third Party Administrator or Claims Processor, in accordance with reasonable procedures established by the Welfare Plan Committee.
1.24. Plan Year . The twelve-month period beginning January 1st and ending on the following December 31st.
1.25. Service Provider . Any insurance company, HMO, point of service provider ("POS"), physician, hospital, or any other service provider who provides, or is obligated to provide, pursuant to a contractual arrangement with the Welfare Plan or any Employer, Benefits under any plan, program, insurance contract, or benefit component that is part of the Welfare Plan.
1.26. Third Party Administrator . Any individual or entity appointed to assist in the administration of the Welfare Plan, or any Benefit Component, in accordance with such written agreement as may be entered into between the Plan Administrator and such Third Party Administrator.
1.27. USERRA . The Uniformed Services Employment and Reemployment Rights Act of 1994, as amended.
1.28. Welfare Plan . This Minerals Technologies Inc. Health and Welfare Plan, including any Benefit Component that is a part of the Welfare Plan, as it may be amended from time to time.
1.29. Welfare Plan Committee . The committee established under Article VIII.
Article II.
Participation
2.1. Participation . An Eligible Employee shall be eligible to participate in the Welfare Plan on the Effective Date, to the extent that he is eligible to participate in one of more of the Benefit Components forming a part of the Welfare Plan on such
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date; or, if he becomes an Eligible Employee after the Effective Date, in accordance with the following: (i) with respect to any Benefit Component providing medical or dental Benefits, on the first day of the month coincident with or next following [completion of one full calendar month of employment with an Employer]; and
(ii) with respect to any Benefit Component providing Benefits other than medical or dental Benefits, on the earliest date that he becomes eligible for such Benefits in accordance with the eligibility and participation provisions contained in at least one of any such Benefit Components or one or more other written documents approved by the Welfare Plan Committee or the Board with respect to such Benefit Component, but then only with respect to such Benefit Component(s).
Participation in the Welfare Plan shall be contingent upon participation in any such Benefit Component(s), and upon receipt by the Plan Administrator of such applications, consents, proofs of birth or marriage, elections, beneficiary designations, proof of reimbursable expenses, and/or other documents and information as may be prescribed by the Plan Administrator, in its discretion, or by any Benefit Component. An Eligible Employee who does not timely elect coverage under any Benefit Component shall be deemed to have elected individual coverage under a Benefit Component providing medical benefits, and shall be deemed to have waived participation in all other Benefit Components. Eligible Dependents will participate in the Welfare Plan to the extent provided in, and in accordance with the provisions of, the applicable Benefit Component. A Participant shall be deemed conclusively, for all purposes, to have consented to the terms and provisions of the Welfare Plan and any Benefit Component(s) to the extent of his participation thereunder.
2.2. Cessation of Participation . Subject to Section 2.3, participation of a Participant and/or his eligible Dependents generally will terminate when such Participant no longer is an Eligible Employee, or in accordance with the terms and provisions of any Benefit Component.
2.3. Continuation Coverage . The term "Participant" shall include any former Participant and/or Dependent of such former Participant who remains covered under a Benefit Component that is subject to COBRA, the FMLA, the USERRA, or other similar applicable law, pursuant to the continuation coverage provisions of such Benefit Component.
Article III.
Contributions
3.1. Employer Plan Contributions . Any Employer who has adopted the Welfare Plan in accordance with the provisions of Article VII hereunder agrees to contribute such amounts as are required to fund any self-funded Benefit provided hereunder, or to pay any premium, fee, expense, or other amount required under the terms of any Benefit Component.
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3.2. Employee Plan Contributions . Any Participant must pay any premium, fee, expense, co-pay, or other amounts required under the terms of any Benefit Component in order to receive Benefits under such Benefit Component.
Article IV.
Benefits
4.1. Provision of Benefits . Each Participant shall be entitled to the Benefits set forth in any applicable schedule of benefits or in one or more other written documents approved by the Welfare Plan Committee or the Board with respect to any Benefit Component(s) in which he is a Participant, and for which Benefits he is eligible by virtue of his employment with the Employer, but only with respect to such Benefit Component(s) and only to the extent it is determined under the applicable Benefit Component that he has satisfied all of the conditions precedent to his receiving such Benefits. All Benefits under a Benefit Component shall be payable or provided under such Benefit Component only if such Benefits relate to periods in which a Participant has elected to participate in such Benefit Component (if applicable). All such Benefits shall be legally enforceable to the extent required by the Code, ERISA and other applicable law.
Article V.
Claims, Claims Procedure, Appeals, and Payment
5.1. Claims . A claimant must file a claim for Benefits on a form prescribed by the Claims Processor or Plan Administrator, or as set forth in any Benefit Component. The claim form must be completed in its entirety, including all information and reports from doctors and hospitals (if applicable), plus any proof of claim requirements established by the Claims Processor, Plan Administrator, or as set forth in any such Benefit Component. A claim will be considered filed for purposes of the Welfare Plan's claims procedure when a properly completed claim form and all additional materials necessary to process the claim are received by the Claims Processor or Plan Administrator, as applicable.
5.2. Claims Procedure . A Claims Processor or the Plan Administrator shall review all applications for Benefits. A Claims Processor or the Plan Administrator generally shall notify the claimant in writing of its decision within ninety (90) days of receipt of the application. If special circumstances require any extension of time (not to exceed an additional ninety (90) days) for processing the claim, a Claims Processor or the Plan Administrator shall notify the claimant in writing of such extension prior to the expiration of the initial ninety-day period.
Any denial of a claim for Benefits shall be stated in writing and shall state clearly, in language calculated to be understood by the claimant: (i) the specific reason(s) for the decision;- -6-
(ii) references to the pertinent provisions of the Welfare Plan, or any Benefit Component;
(iv) a copy of the appeals procedures under the Welfare Plan.
5.3. Appeal and Review Procedure . A claim is deemed denied if the claimant has not received a response within the time period set forth in Section 5.2 above. If a claim has been denied, such person may appeal the denial within sixty (60) days after receipt of written notice thereof by submitting a request for review of the denial of the claim in writing to the Plan Administrator. The claimant also may submit a written statement of issues and comments concerning a claim and may request an opportunity to review the Welfare Plan document and any other pertinent documents. If so requested, the Claims Processor or Plan Administrator shall make such documents available to the claimant, at a convenient location during regular business hours, within thirty (30) days after its receipt of such request.
If a claimant appeals in accordance with the foregoing, the Claims Processor or Plan Administrator shall render its final decision, setting forth the specific reasons therefore in writing, and transmit such written decision to the affected claimant by certified mail within sixty (60) days of its receipt of the request for review, unless extenuating circumstances require an extension of time. If there are such extenuating circumstances, written notice of such extension of time shall be given to the claimant before the end of the original sixty-day period, and a decision shall be rendered as soon as administratively feasible, but not later than one hundred and twenty (120) days after receipt of the initial request for review.
5.4. Notices . Notices and documents relating to the Welfare Plan may be delivered, or mailed via registered mail, postage prepaid, to the Plan Administrator in care of the Vice President Organization and Human Resources, Minerals Technologies Inc., 405 Lexington Avenue, New York, New York 10174. Any notice required under the Welfare Plan may be waived by the person entitled to such notice.
5.5. Evidence . Evidence required of anyone under the Welfare Plan may be fulfilled by means of certificate, affidavit, or other documentation, or such other information as the Welfare Plan Committee and/or Claims Processor shall require under rules uniformly applicable.
No legal action, grievance, or arbitration proceeding against the Welfare Plan, an Employer, the Plan Administrator, a Claims Processor, or any other person for the recovery of any claim may be commenced until the Welfare Plan's claims procedures as set forth in this Section have been exhausted.
5.6. Payment . Payment of any claim will be made to the Participant unless he has previously authorized payment to a person rendering services, treatment or supplies. If the Participant dies before all benefits have been paid, the remaining benefits, if any, will be paid to the Participant's estate or to any person or corporation appearing to the Welfare Plan to be
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entitled to payment. Such payment will fully discharge the Welfare Plan's obligations with respect to that claim. If a Participant is a minor, or otherwise not competent to give a valid receipt for payment of any Benefit due him under the Welfare Plan and if no request for payment has been received from a duly appointed guardian or other legally appointed representative of that person, payment may be made directly to the individual or institution that has assumed the custody or the principal support of that person.
5.7. Coordination of Benefits . If a Participant is covered under another group medical plan, the payment of Benefits will be determined in accordance with the rules in effect with respect to any applicable Benefit Component, as stated in such Benefit Component or one or more written documents approved by the Welfare Plan Committee or the Board with respect to such Benefit Component.
5.8. Proof of Loss . Written proof of loss must be furnished to the Plan Administrator or Claims Processor within two years after the date of the loss for which claim is made, provided that the Welfare Plan has not been terminated, or, if the Welfare Plan has been terminated, within 90 days of such termination. Failure to furnish written proof of loss within that time will neither invalidate nor reduce any claim if it is shown that it was not reasonably possible to furnish written proof of loss within that time, provided that such proof is furnished as soon as reasonably possible and in no event, in the absence of legal incapacity, later than one year from the time proof is otherwise required. Notwithstanding the foregoing, an individual claiming Benefits must always comply with any applicable proof of loss or substantiation of claims provisions or requirements contained in any applicable Benefit Compon ent.
5.9. Nonassignment . Except for assignments of reimbursements payable for coverage for hospital, surgical, or medical charges, or made pursuant to a "qualified medical child support order," no assignment of any rights or benefits under the Welfare Plan may be made.
5.10. Government-Provided Benefits . The Welfare Plan does not provide Benefits in lieu of, and does not affect any requirement for coverage by, any benefits provided under any federal, state or local government including, without limitation, any workers' compensation insurance or benefit.
5.11. Receipt and Release of Information . The Plan Administrator (or, for purposes of this Section 5.11, any person or entity to whom specific fiduciary responsibilities have been delegated by the Plan Administrator in accordance with Section 8.1) may, without consent of or notice to any person, release to or obtain from any insurance company or other organization or person any information, with respect to any person, which the Plan Administrator, in its sole discretion, deems to be necessary for the administration of the Welfare Plan. The Plan Administrator will be free from any liability that might arise in relation to such action. Any person claiming benefits under the Welfare Plan will furnish to the Plan Administrator such information as may be necessary to implement this provision.
5.12. Subrogation . If any payment for benefits under the Welfare Plan are paid, the Welfare Plan will, to the extent of such payment, be subrogated to all the rights of recovery of the Participant arising out of any claim or cause of action which
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