History and Purpose. Pursuant to a Separation and Distribution Agreement by and between Xxxxxx Laboratories (“Xxxxxx”) and Hospira, Inc. (“Hospira”) dated as of April 12, 2004, Abbott distributed as a dividend to its shareholders all of the outstanding shares of common stock, par value $0.01 per share, of Hospira, together with the associated preferred stock purchase rights, owned by Abbott (the “Distribution”). In connection with the Distribution, Hospira established the Hospira 401(k) Retirement Savings Plan (the “401(k) Plan”) and certain assets and liabilities were transferred from the Xxxxxx Laboratories Stock Retirement Plan (the “Abbott SRP”) to the 401(k) Plan with respect to certain persons who were transferred from employment with Abbott to employment with Hospira in connection or contemporaneously with the Distribution (“Transferred Employees”). In connection with the Distribution, Abbott retained all liabilities with respect to the Xxxxxx Laboratories 401(k) Supplemental Plan (the “Abbott KSP”). This Hospira 401(k) Supplemental Plan (the “Plan”) is being established by Hospira to provide Transferred Employees a limited opportunity to continue to accumulate capital for their retirement or other termination of employment in excess of the contributions allowed under the 401(k) Plan.
History and Purpose. Camden National Corporation (the “Company”) maintains an Executive Deferred Compensation Plan (the “Plan”) for the benefit of certain officers and highly compensated managerial employees. The Plan has been implemented and documented through a series of annual deferred compensation agreements with each participating employee. The Plan enables eligible executives to defer compensation on a non-tax-qualified basis to supplement benefits for their retirement security. The Plan is maintained as a “top hat” plan exempt from ERISA regulations; that is, an unfunded plan primarily for the benefit of a select group of management or highly compensated employees within the meaning of Section 201(2) and other applicable provisions of ERISA. To simplify Plan documentation, conform the Plan to the new deferred compensation rules under Section 409A of the Internal Revenue Code and commence participant-directed deemed investing of accounts under the Plan, the Company establishes this new Plan document, as an amendment and complete restatement, to govern the operation of the Plan on and after the January 1, 2005 effective date of this restatement. The Plan hereafter shall consist of this document, as amended from time to time, which shall supersede the February, 2006 409A Transitional Amendment and all the Executive Deferred Compensation Agreements previously entered into annually between the Company and each participating employee.
History and Purpose. United Insurance Companies, Inc., a Delaware corporation (the "Company"), established United Insurance Companies, Inc. Employee Stock Ownership Plan (the "Plan") effective January 1, 1987 to promote the mutual interests of the Company, its shareholders, its employees, and the employees of each Related Company (as defined in subsection 1.2) which adopts the Plan, by investing primarily in, and retaining, shares of common stock of the Company ("UICI Common Stock"), thereby providing such employees with an equity interest in the Company and providing the Company and its shareholders with the benefits of an employee workforce whose performance is motivated through a closer identity of interests with the Company's shareholders, and to assist eligible employees to provide for their future security. It is also intended that the Plan may serve as a technique of corporate financing and provide a vehicle for the transfer of ownership of UICI Common Stock. The Plan's acquisition of shares of UICI Common Stock may be financed through one or more loans. Shares of UICI Common Stock so acquired, together with the appreciation on such shares, shall be for the benefit of eligible employees over the periods that such loans are outstanding. The following provisions constitute an amendment, restatement and continuation of the Plan as in effect immediately prior to January 1, 1989, the "Effective Date" of the Plan as set forth herein. The provisions of the Plan as applied to any group of employees may be modified from time to time by the adoption of one or more Supplements. Each supplement shall form a part of the Plan as of the Supplement's effective date.
History and Purpose. The MHCC is responsible for supporting diffusion of health information technology (health IT) and health care transformation throughout Maryland. The value of HIE rests in the promise that more efficient and effective access to health information will improve care delivery while reducing administrative health care costs. The use of HIEs is a key component of health care reform that enables data sharing among appropriately authorized and authenticated users. The Maryland General Assembly, in Health-General §19-143, charged MHCC and the Health Services Cost Review Commission (“HSCRC”) with the designation of a statewide HIE for the State of Maryland (“State”). In furtherance of this authorization, MHCC issued a Request for Applications (“RFA”) for State designation, and in 2009, MHCC and HSCRC competitively selected CRISP as the State-Designated HIE. The MHCC, HSCRC, CRISP, and health care providers throughout the State have devoted substantial resources and efforts to Maryland’s State-Designated HIE. The State- Designated HIE is responsible for building and maintaining the technical infrastructure that can support the secure exchange of electronic health information statewide. CRISP has demonstrated a commitment to meet the objectives of its State partners set forth by MHCC, HSCRC, and the Maryland Department of Health (“MDH”). This commitment warrants extending the State-Designated HIE relationship status through this Agreement. CRISP is an independent nonstock Maryland membership corporation, qualified as tax-exempt under Section 501(c)(3) of the Internal Revenue Code. Since November 15, 2012, CRISP’s bylaws require that its Board of Directors includes two designees of the Secretary of MDH, and other members as provided in the bylaws of that same date, a copy of which has been provided to MHCC. CRISP, acting as the State-Designated HIE, provides HIE services to health care facilities, health care providers, and agencies and units of the State of Maryland, including units of MDH, each in accordance with a written agreement (“Participation Agreement”) that sets forth each party’s respective rights and obligations, including CRISP’s obligations regarding health information, such as protected health information under the Health Insurance Portability Act of 1996 (“HIPAA”) as amended by the Health Information Technology for Economic and Clinical Health (“HITECH”) Act of 2009 and the Maryland Confidentiality of Medical Records Act. It is not the intent of this A...
History and Purpose. Despite the strong policy behind protecting confidential attorney-client communications and attorney work product, such communications and information generally shed their privilege when revealed to third persons in the absence of a reasonable expectation of privacy.i In the simplest terms, the joint defense privilege was created to serve as a method by which co-defendants sharing a common interest could share information and coordinate a strategy without losing the attorney-client privilege.ii The joint-defense privilege is said “to have flowed from the attorney-client privilege.”iii There is not an independent protection created by the joint defense privilege, but rather allows parties facing a common litigation opponent to extend existing attorney-client and work product privileges across the entire defense camp to be shared among all participating defendants. Under the protective cloak of the joint defense privilege, co-defendants and their respective attorneys may exchange information freely among themselves without fear that by their exchange they will forfeit the protection of the attorney-client or work product privileges.iv
