Administrative Service Agreements Identifying Matrix as Claims Administrator or Plan Administrator by siegellawgroup

Case 2:16-cv-00235-JP Document 16 Filed 03/25/16 Page 1 of 3 I

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA

Kimberly Lash

CI)TIL ACTION

vs. Reliance Standard Life Insurance Company, : Matrix Absence Management, Inc. and Temple University Health System Inc.

No1. 16-cv-00235-JP I

PLAINTIFF'S SUPPLEMENTAL MEMORANDUM OF LAW IN SUPPORT OF HER ANSWER TO MOTION TO DISMISS OF DEFENDANT, MATRIX ABSENCE! MANAGEMENT, INC. I

Plaintiff, Kimberly Lash, by and through couns,l, Bruce L. Neff, Esquire and Associates, I

submits the following Supplemental Memorandum ~n Support of her Answer To Matrix I

Absence Management, Inc.'s Motion to Dismiss. ~laintiffs Memorandum In Support of her I

Answer to Matrix' Motion addresses Matrix' positi~n that it should not be responsible for I I

deciding that Plaintiff was not disabled because Relrance was the plan's claims fiduciary. Plaintiff asserts that Matrix' position is erroneous bfcause the tasks performed by Matrix I

were beyond ministerial.

At the time Plaintiff filed her complaint, she di~ not have possession or substantive I

knowledge of the Third Party Administrative agreetent between Matrix and Reliance. Plaintiff has now been provided with a copy of the 4greement. Plaintiff represents that, I I

should this Court be sympathetic to Matrix' argum911t,Plaintiff should be granted leave to amend her Complaint to allege that Matrix' authorii under the agreement is to grant and !

deny claims, authorize disbursement of benefits, an~ investigate and maintain claims files in I

accordance with industry standards which qualifies ~s fiduciary control respecting the i

Ex. N, p. 1

Case 2:16-cv-00235-JP Document 16 Filed 03/25/16 Page 2 of 3

management of a plan as defined by ERISA. See a portion of the agreement, Exhibit "A" hereto. Accordingly, while maintaining that this Court should deny Defendant's Motion, Plaintiff respectfully requests permission to file an Amended Complaint setting forth facts concerning the relationship between Matrix and Reliance in the event Defendant's relief is granted. NEFF AND ASSOCIATES

Date: March 25, 2016

s/Bruce L. Neff BRUCE L. NEFF, ESQUIRE Identification No.: 02415 Two Penn Center Plaza, Suite 1212 15th Street & JFK Boulevard Philadelphia, PA 19102 (215) 564-3331 (215) 564-6952 (fax) bneff(a),neffandassociates.com Validation of Signature Code: BLN3365 Attorney for Plaintiff, Kimberly Lash

Ex. N, p. 2

Case 2:16-cv-00235-JP Document 16 Filed 03/25/16 Page 3 of 3

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA

Kimberly Lash

CIVIL ACTION

vs. Reliance Standard Life Insurance Company,: Matrix Absence Management, Inc., and Temple University Health System Inc.

No. 16-cv-00235-JP

CERTIFICATION OF SERVICE

I, Bruce L. Neff, Esquire, hereby certify that a true and correct copy of Plaintiffs Supplemental Memorandum of Law in Support of Her Answer to Motion to Dismiss of Defendant, Matrix Absence Management, Inc., was filed via the Eastern District Court's ECF Filing System and served as such, upon counsel listed below by the Court's ECF filing system and by United States Mail, postage prepaid on March 25, 2016. Joshua Bachrach, Esquire Heather J. Austin, Esquire Two Commerce Square 2001 Market Street, Suite 3100 Philadelphia, Pa 19103

Michael J. Fortunato, Esquire Sheri Flannery, Esquire Jason Roberts, Esquire IO South Leopard Road Paoli, PA 19301

NEFF AND ASSOCIATES

BY:

Isl Bruce L. Neff BLN3365 BRUCE L. NEFF, ESQUIRE Attorney for Plaintiff, Bruce L. Neff, Esquire

Ex. N, p. 3

Case 2:16-cv-00235-JP Document 16-1 Filed 03/25/16 Page 1 of 2

EXHIBIT A

Ex. N, p. 4

Case 2:16-cv-00235-JP Document 16-1 Filed 03/25/16 Page 2 of 2

SCHEDULEA SERVICES PROVIDEDBY ADMINISTRATOR

As the admrnistrc1tor of disability policies insured by the Company, Matrix is responsible for fully adjudicating claims consistentwith the terms and provisions of said policies and the procedures of the Company which may be modified from time to time. Activities relatedto adjudication include, but are not limitedto, the following: 1. Receiv[ng,establishingand documentingclaimswithin the Company's claim system(s): 2. Communi ,1t1ngwith and/or respondingto all relevant parties necessaryfor claim adjuck:aticn, within the guidelinesestablishedby the Companywhich may be modified f 1rn time to time and as may be requiredby state or federal regulation; 3. ThorourJhiv investigating and evaluating each claim, using good faith claim handliwJ : nd appropriatelyapplyingpolicy provisionsin reaching appropriate claim dcL "minations;and

lssui::J

t: :e:lybenefit paymentsconsistentwith the terms of each policy.

I i

I ! !

Ex. N, p. 5

Case 1:12-cv-22705-UU Document 1-5 Entered on FLSD Docket 07/24/2012 Page 1 of 13

MATRIX Absence Management, Inc. a DfLPHIcompany ADMINISTRATIVE

SERVICES AGREEMENT

THIS AGREEMENT Is made as of January 1, 2010 by and between LSI Corporation ("Client") and Matrix Absence Management, Inc., a corporation organized and existing under the laws of the State of Delaware (''Matrix").

RECITALS WHEREAS, Client is an employer that provides benefits for its employees; and WHEREAS, Client desires to establish a benefit program (hereinafter defined as the "Plans" as that term is defined in the Definition section of this Agreement) Incorporating Self Insured Short Term Disability and Leave of Absence; and WHEREAS, Client is the Plan Sponsor for the Plans; and WHEREAS, Matrix offers absence and disability management

products to employers; and

WHEREAS, Client desires to utilize Matrix's absence and disability management services for Participants and Employees, and Matrix desires to afford Client access to its absence and disability management services; THEREFORE, in accordance with the terms and conditions contained herein, acknowledged to be good and sufficient consideration, the parties agree as follows: I.

DEFINITIONS

"Allocated Loss Adjustment Expenses" means all costs, charges or expenses incurred by Matrix, its agents or its employees which are properly chargeable to a Claim including, without limitation, court costs; reasoanble fees and expenses of IME's, attorneys, independent adjusters, Investigators, appraisers, medical cost containment service providers, experts and witnesses; and fees for obtaining diagrams, reports, documents and photographs and any other items which are deemed necessary or appropriate to process a Claim, but do not include the fees for services performed by Matrix employees. "Agreement either party.

Period"

means the period from the Effective Date through the date terminated

"Effective Date" means the date upon which this Agreement and the services described herein shall begin to be delivered. "Eligible Pay" means the definition Description. "Employee"

of Eligible

Pay set forth

in the applicable

means an employee of Client.

Exhibit

:::'6

Ex. N, p. 6

Summary

Plan

Case 1:12-cv-22705-UU Document 1-5 Entered on FLSD Docket 07/24/2012 Page 2 of 13

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder. "IME" means independent medical examination. "Participant" means an Employee who elects to enroll In the Plans and Client determines is eligible for, and who is enrolled in, and covered by the Plans. "Plans" means the Disability Summary Plan Descriptions.

Program(s)

to which

this Agreement

applies,

as described

in the

"Proprietary Business Information" means information about Client's business or Matrix's business that is confidential, proprietary, trade secret or is not readily available to the general public; or, information that has been designated by Client or Matrix as confidential or proprietary. "Return to Work" or "RTW" means a transition process for return to active work of those Employees or Participants who are (1) receiving short-term disability benefits or long-term disability benefits, and/or (2) absent from work due to an approved leave, and who have a medical release to return to work at modified duty or with restrictions. "Service Period"

The billing period in which Matrix provides Administrative

Services to the Client.

means that Client has the sole responsibility to pay, and provide "Self-Fund" or "Self-Funded" funds, for all covered Plan benefits and applicable payroll taxes during the term of this Agreement, excluding administrative expenses. "STD" means short-term

disability.

"Summary Plan Descriptions" or "SPD" means documents provided to Participants describing the terms and conditions of coverage offered under the Plans. "Tax" or "Taxes" means taxes, assessments and all other federal, state, local or other governmental charges.

Ex. N, p. 7

Case 1:12-cv-22705-UU Document 1-5 Entered on FLSD Docket 07/24/2012 Page 3 of 13

II.

OBLIGATIONS

OF Matrix

A. General Obligations

Matrix shall administer this Agreement.

the Plans in accordance with the terms and conditions of the Plans and

1. In carrying out its responsibilities under this Agreement, following general administrative services:

Matrix shall provide the

(a) Matrix shall use commercially reasonable efforts to assist Client with respect to its plan when requested by Client concerning issues of program design, including benefits and eligibility and other related administrative services. (b) Matrix shall design communication materials subject to prior approval by Client as related to the Plans implementation process. Client agrees to cooperate in the review and approval of such materials in a timely manner. It is the Client's responsibility to distribute implementation materials to Employees. (c) Matrix is responsible for maintaining and training adequate levels of staff and providing a toll-free customer service telephone number for responding promptly to inquiries from Client, Client's administrative staff, Employees, former Employees that have or have had an active claim under the Plan, Participants and providers concerning the Plans. (d) Matrix shall provide assistance to Client's staff during the Plan's implementation process. Ongoing assistance with training as reasonably requested by Client upon mutual agreement of the parties will be provided at a fee to cover associated expenses. (e) Matrix shall provide assistance with review of the Summary Plan Descriptions developed by Client For each product line. Client is responsible for the costs of printing and distributing the Plan, Summary Plan Description and related documents to Participants. (f) Matrix shall prepare and distribute to Participants, as appropriate, related materials required for processing claims.

forms and

(g) Matrix shall provide information as permitted by law to assist Client in preparing reports required to be furnished to governmental entities regarding the Plans. B. Specific Obligations

1. Matrix agrees to provide standard web based reports that are available without modification. Non-Standard and Custom reports will be produced upon mutual agreement for an additional charge as set forth In Exhibit A. Use of web-based services shall be subject to the current terms and conditions as posted on the Matrix web site. 2. Disability Claim Management Services (a) Matrix shall provide submitted under the Plan:

the following

services

with

respect

to the claims

(i) Matrix will evaluate each disability claim and provide clinical duration management advice that conforms to Matrix and industry standards and practices. Matrix will recommend the disability duration and will provide appropriate information to Client to facilitate RTW. 3

Ex. N, p. 8

Case 1:12-cv-22705-UU Document 1-5 Entered on FLSD Docket 07/24/2012 Page 4 of 13

(ii) Matrix will make" disability determinations regarding claims presented under the Plan to facilitate the Issuance of benefits in accordance with the Plan. (iii) During the term of this Agreement and any renewals thereof, all initial requests of claims under the Plan will be made by the Participant through the toll-free number provided or on the Matrix website. (iv) Matrix will obtain all necessary medical information from the Participant and the appropriate medical provider(s) and advise Client as to the continued disability status of Participants. Client and Matrix will distribute the necessary "release of medical information" authorizations to the Participant. (v) Matrix will provide assistance to Participants regarding eligibility and application for Social Security Disability benefits, as appropriate. (vi) At Client's expense and request, Matrix will arrange special investigative services, IMEs, rehabilitative services, or any other services constituting Allocated Loss Adjustment Expenses as an allocated expense to the Plan. (vii) As per the fees outlined in Exhibit A, and with Client's advance written approval, Matrix will administer the Claims Appeals Briefs. All initial claims shall be reviewed by Matrix. Matrix shall respond to such claims within a reasonable period of time, but not later than 45 days after the claim is submitted, provided that this period may be extended by up to 30 days if Matrix determines that such an extension is necessary due to matters beyond the control of the Plan and Matrix notifies the Claimant and Client of the extension before the expiration of the initial 45-day period. If before the end of the 30-day extension period, Matrix determines that due to matters beyond the control of the Plan, a decision cannot be rendered within the extension period, Matrix may extend the period for up to an additional 15 days, provided that Matrix notifies the Claimant and Client of the extension before the end of the first 30-day extension period. All such initial claim reviews and notifications shall be performed by Matrix in a manner consistent with the Plan document. At Client's expense and request, Matrix will arrange special investigative services, IMEs, rehabilitative services, or any other services constituting Allocated Loss Adjustment Expenses as an allocated expense to the Plan. 3. Administration

of State, Federal and Client Specific Leave of Absences

(a)

Matrix is responsible for the recording, tracking, and reporting of employee absences from various sources as reported through the toll-free number or any other approved media.

(b)

Matrix is responsible for appropriately recording Employee and participant leaves of absence through Matrix's leave management system.

(c)

Matrix is responsible for the administration of Employee leaves of absence in accordance with the requirements of applicable state and federal law and Client's leave of absence policies. Specifically, Matrix shall: (i)

Determine Employee eligibility.

(ii)

Determine entitlement

of leave based on type of leave request.

(iii) Produce and distribute appropriate correspondence leave request. 4

Ex. N, p. 9

based on type of

Case 1:12-cv-22705-UU Document 1-5 Entered on FLSD Docket 07/24/2012 Page 5 of 13

(iv) Produce and distribute appropriate medical certification forms for completion for leave requests which are due to Employee's or an Employee's dependent's medical condition. (v) Review medical certification absence qualifies for coverage.

form

to verify

(vi) Maintain Employee records and documents requests reported to Matrix.

that

the

pertaining

Employee's

to any leave

(d)

If a leave of absence does not qualify under law or Client Plan or the employee is not eligible, Matrix will advise the employee through written notice. Matrix is responsible for determining ellglbllity qualifications.

(e)

Client shall have the full responsibility

for any employment decisions made.

C. Claims Processing Services 1.

Matrix shall process claims for covered services under the Plan for Participants. Claims for Plan benefits must be submitted In a form that is satisfactory to Matrix as previously communicated to Participants and Client. Matrix will use claim procedures and standards that Matrix develops for benefit claim determination. Client delegates to Matrix the discretion and authority to use such procedures and standards.

Client delegates to Matrix the discretionary authority to determine the validity of claims under the Plan. This delegation is subject to Client's retention of full responsibility as Plan Administrator for the final review of denied STD claims, and Client has the discretionary authority to administer, construe and Interpret the terms of the Plans and to make final, binding determinations concerning the availability of STD Plan benefits.

It is expressly agreed by the parties that Client will be the Plan Administrator and named fiduciary of the Plan, as those terms are defined by ERISA or any similar or successor law (collectively referred to as ERISA) with the exclusive authority to control and manage the operation of lhe Plan and that Matrix will be a fiduciary with respect to the Plan solely for purposes of, and to the extent that, its services relating to claims processing and review of appeals are considered fiduciary functions under ERISA and Matrix will have no other fiduciary obligations under the Plan on account of this Agreement. In reviewing and making decisions on claims for benefits, Matrix will have the discretionary authority to interpret the terms of the Plan and to make factual determinations, including determining eligibility for benefits and validity of charges submitted for reimbursement.

Matrix shall determine Participant benefits payable, if any, for each claim and shall notify the Participant of the payment or if there is a denial or partial denial in accordance with the provisions of the Plan. Where no benefits are payable, Matrix shall notify the participant of the denial and any right to appeal the denial as prescribed in the Plans, set forth in the Summary Plan Descriptions, this Agreement and/or which are required under applicable law. This notification will be designed to comply with the ERISA requirements for claim denial notices.

In processing claims under this Agreement, Matrix shall adhere to the Plan provisions relating to third party liability for such claims, including without limitation nonduplication of benefits, Worker's Compensation, and subrogation. 5

Ex. N, p. 10

Case 1:12-cv-22705-UU Document 1-5 Entered on FLSD Docket 07/24/2012 Page 6 of 13

D. Enrollment Services for the Plan. Client shall be responsible for determining the eligibility of Employees to be Participants. Client or its designated third-party benefits administrator shall provide, and Matrix shall accept in an agreed upon format, eligibility information electronically or otherwise on a weekly basis or as needed. Matrix shall be entitled to rely on the most current information provided by Client regarding eligibility of Participants in paying Plan benefits and providing other services under this Agreement. E. Compliance with Laws. Matrix represents and warrants that it will remain, throughout the period in which this Agreement is effective and any Run-Out period, in compliance with all laws, rules, and regulations that are now or hereafter promulgated by any governmental authority or agency that govern or apply to the operation and/or use of the services described herein or that otherwise govern or apply to Matrix. F. Privacy. Matrix represents and warrants that It will remain, throughout the period in which this agreement is effective and any Run-Out period, In compliance with applicable federal [state?] privacy laws and regulations. G. Other Obligations of Matrix. Matrix agrees to Agreement solely in the interest of Participants diligence under the circumstances then prevailing like capacity and familiar with such matters in provisions of the Plan. Ill.

OBLIGATIONS

discharge Its duties with respect to and with the care, skill, prudence, as would a prudent person, acting accordance with, and pursuant to,

this and in a the

OF Client

A. Responsibility for the Plan. Except to the extent this Agreement specifically requires Matrix to have the responsibility for a Plan's administrative function, Client Is responsible for the Plan. Matrix is not the plan administrator of the Plan(s). B. Description of the Plan. Client will give Matrix a written description of the Plan benefits and Plan provisions in a timely manner, so that Matrix will be able to provide its services under this Agreement on the effective date.

C. Plan Documents. Client will provide Matrix with copies of Plan documents and Employee communications. Client will provide to Matrix any documentation within reason, which Matrix requests for review. D. Plan Changes. Client will notify Matrix in writing if Client intends to change relevant Plan benefits or other relevant Plan provisions, including termination of the Plan, within a reasonable period of time but no less than thirty (30) days prior to the change becoming effective. E. Compliance with Laws. Client represents and warrants that it will remain, throughout the period in which this Agreement is effective and any Run-Out period, in compliance with all laws, rules, and regulations that are now or hereafter promulgated by any governmental authority or agency that govern or apply to the operation and/or use of the services described herein or that otherwise govern or apply to Client. Client acknowledges that while Matrix may, from time to time, advise client of regulatory changes that it becomes aware of which may affect the Plans, It is the Client's sole responsibility to maintain awareness of all regulatory changes, and to make such modifications to the Plans as may be required.

Ex. N, p. 11

Case 1:12-cv-22705-UU Document 1-5 Entered on FLSD Docket 07/24/2012 Page 7 of 13

IV.

PAYMENT ARRANGEMENTS

A. Due Dates, Payments, and Penalties. Matrix's charges for Its Administrative Services under this Agreement are set forth in Exhibit A attached to and made a part of this Agreement, as may be changed from time to time by written agreement between Matrix and Client. All invoices are due and payable on the first day of the start of the Service Period. If amounts owed are not paid within Thirty (30) days, Client will pay Matrix interest on these amounts at the rate of six percent (6%) per annum or one half of one percent (.5%) per month.

FUNDING

ARRANGEMENTS

FOR SELF-FUNDED

STD PROGRAM

A. Funding. Matrix will not be required to advance its own funds to pay expenses Covered Claim. If Client fails to promptly provide funds sufficient to make payments on a timely basis, Matrix will have no obligation to perform any further and may terminate this Agreement if such failure continues for fifteen days after written notice to Client.

for any required services Matrix's

B. Termination of Agreement. When this Agreement terminates, the method of providing funds for Plan benefits shall remain in place for the period of time as agreed to by the parties.

VI.

SERVICE FEES

Client agrees to pay to Matrix incorporated herein by reference.

VII.

COMPENSATION

the service fees attached

as Exhibit

A to this Agreement

and

TO Matrix

Client shall pay Matrix the administrative fees provided for in Exhibit A. Any expenses or fees for products or services not specified in this Agreement must be agreed to and approved in writing by Client and Matrix prior to commencement of such products or services. A, Changes in Service Fees. If Client and Matrix agree, Matrix can change the service fees: (1) on each Agreement Period anniversary; (2) any time there are changes made to this Agreement or the Plans, which affect the fees; or (3) when there are changes in laws or regulations which affect the services Matrix is providing, or will be required to provide, under this Agreement. Any new service fee which arises out of such change will be effective on the date agreed to by the parties. Matrix shall, however, provide Client with sixty (60) days prior written notice of the revised service fees for subsequent Agreement Periods, and service fee adjustments. If the parties are unable to agree on the changes to terms or fees, the Agreement shall terminate upon (60) days written notice from Matrix or Client. VIII.

CLAIMS PAYMENT ADVANCES & TAXES

A. Claims Payment Advances, Under no circumstances shall Matrix be required to advance funds to pay for benefits administered under this Agreement. B. Taxes. If Matrix receives notice that any kind of governmental unit or agency contemplates Imposing any use or sales tax, surcharge, or other assessment of any kind ("Tax") with respect to benefits paid or any aspect of services rendered by Matrix under this Agreement, Matrix shall provide Client with written notice as soon as practicable of receipt of such notice and Client will pay such Tax. If Matrix fails to give notice to Client of such Tax within a reasonable time period, then Matrix shall reimburse Client For such, interest and penalties 7

Ex. N, p. 12

Case 1:12-cv-22705-UU Document 1-5 Entered on FLSD Docket 07/24/2012 Page 8 of 13

that may be assessed against Client for nonpayment (to the extent permissible by law). The Taxes described in the preceding sentences shall not include any income or similar tax imposed on Matrix that is attributable to the Agreement. Client shall, at its sole discretion, appeal the Tax or take other action as permitted by the terms of this Agreement, Including termination of this Agreement upon sixty (60) days written notice to Matrix.

IX.

INSURANCE AND INDEMNIFICATION

A. Fidelity Bond. Matrix, at its sole cost, shall procure and maintain in force during the term of this Agreement and any Run-Out period a fidelity bond in the amount of not less than FIVE million dollars ($5,000,000) covering all employees of Matrix.

B. Insurance.

Matrix, at its sole cost, shall maintain commercial general liability and professional liability insurance (errors and omissions liability) policies (or self-insurance programs) with a minimum limit of two million dollars ($2,000,000) per occurrence and annual aggregate, to insure against claims arising out of services performed under this Agreement. The general liability insurance policy should also include personal Injury and contractual liability.

Indemnification

Each of Client and Matrix, and their officers, employees, and agents (collectively referred to as "Indemnitor") agrees to hold the other party ("Indemnltee") harmless and indemnify lndemnitee from and against any and all claims, liability, loss, obligation, suit, judgment, damage, expenses and costs, including reasonable attorneys' fees and costs of defense (collectively "damages") which may be asserted against or Incurred by Indemnitee which arise out of or in connection with Indemnitor's performance or failure to perform its obligations under this Agreement; provided, however, that such indemnification will, not apply to Damages resulting from or relating to Indemnitee's negligence, bad faith, willful misconduct, breach of contract or to the extent ERISA applies, breach of fiduciary duty; and further provided that Indemnitee agrees to reasonably cooperate with lndemnitor in the defense of any claims or litigation. Jn no event, however, shall Matrix be responsible for payment of any underlying benefits due under the Plan.

PLAN BENEFITS LITIGATION Jf a demand is asserted or litigation proceedings or arbitration is commenced by a Participant or any other person to recover benefits ("Plan Benefits Litigation") against Matrix, Client or any combination of the parties, Matrix will immediately notify Client in writing of any potential or actual legal action or regulatory enforcement activity, which affects the Plan, or the performance of Administrative Services by Matrix. If any legal or administrative action is brought against Matrix, Plan or Client, the defense of that action will be borne by Client at its sole cost, other than to the extent of Matrix's breach of this Agreement, which shall be borne by Matrix. Matrix will cooperate with Client in any defense of any action. Matrix will reimburse Client for penalties and other costs which result from Matrix's errors and omissions. In seeking any recovery under this Agreement, Matrix will not be required to take legal action on behalf of the Plan, but will consult with and defer to Client who will have the sole discretion and authority to compromise, settle, or both, any claim for recovery by the Plan.

XI.

AUDITS Client shall have the mutual right to inspect, audit and copy, upon no less than thirty (30) days prior written notice to the other party and during normal business hours or at such other times as may be agreed upon, said relevant books and records as they pertain to this Agreement. Such information shall be provided to each party hereto pursuant to procedures designed to protect the confidentiality of patient health care records In accordance with applicable legal requirements and recognized standards of professional practice. This right shall continue to be provided for a period of three (3) years after the termination of this Agreement.

Ex. N, p. 13

Case 1:12-cv-22705-UU Document 1-5 Entered on FLSD Docket 07/24/2012 Page 9 of 13

XII.

DISPUTE RESOLUTION All disputes arising directly under the express terms of this Agreement or the grounds for termination thereof shall be resolved as follows: An authorized representative of senior management of both parties shall meet to attempt to resolve such disputes. If the disputes cannot be resolved by such persons, either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty (30) days after such written notification, the parties agree to meet for one (1) day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one day mediation, either party may begin litigation proceedings.

XIII.

RECORDS

A. Maintenance. Matrix party shall keep all books and records necessary to reflect accurately the business it transacts with respect to this Agreement and to determine the respective rights of the parties under this Agreement. Such books and records shall be kept at such location as shall be disclosed in writing. All records will be maintained for a period of at least seven (7) years after the date they are first prepared or for such longer period as may be required by law. B. Confidentiality. The parties each acknowledge and agree that each has developed certain trade secrets, client lists, software, knowledge, data, tools, methodologies, processes, plans, procedures, techniques, manuals, treatment protocols, clinical indicators, case rates, provider payment structure information, underwriting methodology, proprietary rating plans, provider practice data, Employee-outcomes data, audit reports, actuarial analyses and other proprietary information (collectively "Confidential Information"). For purposes of this Agreement, the party that has developed Confidential Information to which the other has access is referred to as the "Protected Party." Except with the express written consent of the Protected Party, or as provided herein, the other party shall not disclose to others or take or use for such other party's own purposes or the purposes of others at any time, any Confidential Information of the Protected Party not otherwise in the public domain that may have been or may be obtained by the other party by reason of its relationship with the Protected Party. The parties further agree that this provision shall also be applied to all information that is designated as confidential or proprietary in writing by the Protected Party, whether by letter or by use of a stamp or legend before or at the time any such information is disclosed or delivered to the other party. Notwithstanding the foregoing, the parties recognize that patient's medical records are confidential and are not to be disclosed to third parties without the consent of the patient, unless otherwise permitted or required by applicable law, The agreements contained in this provision shall survive the termination of this Agreement.

XIV. INDEPENDENT CONTRACTORS/SUBCONTRACTING

A. Independent Contractors. Matrix and Client are independent legal entities, Nothing In this Agreement shall be construed or be deemed to create a relationship of joint venturers, principal and agent, or employer and employee, Unless otherwise specifically authorized by Client in writing, Matrix shall have no authority to enter into contracts or otherwise deal with third parties on behalf of, or as agent for, Client. Although Matrix may hire its own independent contractors, agents, or employees to supply data processing, accounting, printing, and other services to it in connection with its performance of services for Client, it Is expressly understood and agreed that such independent contractors, agents, and employees are those of Matrix and not of Client, and Client shall have no responsibility or 9

Ex. N, p. 14

Case 1:12-cv-22705-UU Document 1-5 Entered on FLSD Docket 07/24/2012 Page 10 of 13

obligation,

financial or otherwise, to such independent contractors,

agents, or employees.

B, Assignment. Neither party can assign this Agreement or any rights or obligations under this Agreement to anyone without the other party's written consent, which shall not be unreasonably withheld. Any attempted assignment in violation of this Article shall be void. C. Data Transfer to Third Parties. It is acknowledged that it may be necessary from time to time for Matrix, in performing its duties hereunder, to make available to Independent contractors, agents, or employees documents belonging to Client and/or containing data belonging to Client. Matrix agrees to secure from any such third parties their agreement to maintain the confidentiality of such documents and information. D. Subcontractors. Matrix can use its affiliates or other subcontractors to perform Matrix's or Matrix's services under this Agreement. However, Matrix will be responsible for those services to the same extent that Matrix would have been had it performed those services without the use of an affiliate or subcontractor. XV.

PROPRIETARY

RIGHTS

Each of the parties reserves the right to control the use of any of their symbols, trademarks, computer programs, and service marks currently existing or hereafter established. Both parties agree that they will not use such computer programs, work, symbols, trademarks, service marks, or other devices of the other In advertising, promotional materials, or otherwise and will not advertise or display such devices without the prior written consent of the other party. In addition, both parties further agree that any such signs, displays, literature, computer programs, or material furnished to the other shall remain the property of the other party and shall be returned or destroyed upon demand upon the termination of this Agreement.

XVI.

TERM AND TERMINATION A. Term. This Agreement shall commence on the Effective Date of this Agreement and end when terminated by either party on 60 days prior written notice to the other party for any reason; or is otherwise terminated in accordance with Section XVI.B. B. Termination. Except as provided for in A above, this Agreement provided below.

may be terminated

1. Either of the parties may terminate the Agreement at any time in the event of a material breach by the other which is not cured within thirty (30) days after written notice to the other. The termination shall be effective, without further notice, thirty (30) days after the initial written notice of the breach is given. Any and all performance or other penalties provided for in this Agreement shall be in addition to, and not in lieu of, any legal or equitable remedies either party may have in the event of a material breach of the Agreement by the other. 2. Notwithstanding any other provision in this Agreement, if Client fails to make funds available to pay claims or administrative fees as required under this Agreement within fifteen (15) days after Matrix gives Client written notice that Client has failed- to do so, Matrix may terminate the Agreement. Such termination shall be effective as of the end of the fifteen (15) day notice period. 3. If any state or other jurisdiction penalizes a under the terms of this Agreement, the affected party Agreement's application in such state or jurisdiction. the other party. The Agreement will continue to apply

Ex. N, p. 15

party for administering the Plans may immediately discontinue the Notice must be given promptly to in all other states or jurisdictions.

Case 1:12-cv-22705-UU Document 1-5 Entered on FLSD Docket 07/24/2012 Page 11 of 13

4. By either of the parties, Immediately upon written notice, if the other party shall be adjudged a bankrupt, become Insolvent, have a receiver of its assets or property appointed, make a general assignment for the benefit of creditors, or Institute or cause to be instituted any procedure for reorganization or rearrangement of its affairs.

C. Prior Obligations. Termination of this Agreement for any reason shall not relieve any party of any obligation incurred by it prior to such termination.

D. Runout Claims Processing. Matrix shall continue to provide claims administration for a period of Six (6) months after the termination of this Agreement for claims incurred by Participants prior to the termination date. Client agrees to pay Matrix a fee for claims administration services during this Run-Out Period and as specified in Exhibit A. This fee shall be due and payable at the time of termination. XVII.

GENERAL PROVISIONS A. Amendments. This Agreement may be amended from time to time by mutual agreement between the parties, which amendment shall be in writing and executed by an authorized representative of each party. B. Entire Agreement. This Agreement, including the exhibits and schedules supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter hereof, and contains all of the covenants and agreements between the parties with respect to such matters. Any inducements, promises, or agreements, oral or otherwise, that have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, shall not be valid or binding. This Agreement shall be binding upon the parties, their successors and permitted assigns.

Applicable Law. This Agreement shall be governed by and construed in accordance with ERISA, federal law, and to the extent not pre-empted by state law.

D. Waiver of Breach. Nothing in this Agreement is considered to be waived by any party unless the party claiming the waiver receives the waiver in writing. Waiver of a breach of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or a different provision. E. Severability. unenforceable, and effect.

In the event any portion of this Agreement the remainder of the provisions of this Agreement

is rendered invalid or shall remain in full force

F. Headings. The headings of articles and sections contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. G. Notices. Any notices required to be given pursuant to the terms and provisions of this Agreement shall be In writing, postage prepaid, and shall be sent by certified mail, return receipt requested, to the parties at the addresses below. The notices shall be effective on the date indicated on the return receipt.

To: LSI Corporation 1621 Barber Lane Milpitas, CA 95035

Ex. N, p. 16

Case 1:12-cv-22705-UU Document 1-5 Entered on FLSD Docket 07/24/2012 Page 12 of 13

To: Matrix Absence Management, Inc. 5225 Hellyer Avenue, Suite 210 San Jose, California 95138

H. counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original and all of which, when taken together, shall constitute a single instrument. I.

Information Exchange. Each party shall be responsible for liabilities arising from errors or omissions made by it in the transmission of information to the other party, and each party shall be entitled to assume the accuracy of all information transmitted to it by the other party and to rely on such information for all purposes under this Agreement.

Force Majeure. Neither party shall be liable to the other for any failure of (or delay In performance of) its obligations hereunder due to any cause or circumstance which is beyond Its reasonable control including, but withou_t limiting the generality of the foregoing, any failure or delay caused by fire, explosion, shipwreck, act of God or the public enemy, war, riot, interference by the military or governmental authorities, act(s) of terrorism or compliance with the laws of the United States or with the laws or orders of any other government or regulatory authority.

K. cooperation. Each party agrees to consult, cooperate with and assist the other as reasonably necessary In the performance of its obligations under this Agreement. L. Representations and Warranties. In addition to other representations and warranties throughout this Agreement, each party represents and warrants that this Agreement and the transactions and activities contemplated hereby (i) are within its corporate powers; (ii) have been duly authorized by all of its necessary corporate action; (iii) constitute its legal, valid and binding obligations, enforceable against it In accordance with its terms; and (iv) do not and will not conflict with or result in a breach of any of the provisions of, or constitute a default under the provisions of any law, regulation, licensing requirement, charter provision, by-law or other instrument applicable to it or its employees or to which it is a party or by which it may be bound.

XVIII. SYSTEM ACCESS A. System Access. Matrix grants Client the nonexclusive, nontransferable right to access and use the functionalities contained within the web based systems Matrix makes available to the Client for the purpose of accessing Client's data and reports, under the terms set forth in this Agreement. Client agrees that all rights, title and interest in the systems and all rights in patents, copyrights, trademarks and trade secrets encompassed in the systems will remain Matrix's. In order to obtain access to the systems, Client shall obtain, and be responsible for maintaining, at no expense to Matrix, the hardware, so~ware and Internet browser requirements Matrix provides to Client, including any amendments thereto. Client shall be responsible for obtaining an Internet Service Provider or other access to the Internet. Client shall not (a) access systems or use, copy, reproduce, modify, or excerpt any of the systems documentation provided by Matrix in order to access or utilize systems, for purposes other than as expressly permitted under this Agreement; or (b) share, transfer or lease Client's right to access and use systems, to any other person or entity which is not a 12

Ex. N, p. 17

Case 1:12-cv-22705-UU Document 1-5 Entered on FLSD Docket 07/24/2012 Page 13 of 13

IN WITNESS WHEREOF, authorized representatives of the parties have confirmed the agreement of the parties to the foregoing terms by affixing their signatures below:

LSI Corporation

By: Name: Kathy Kost

WJJovr:

Title: Sr. Director. WW HR Programs Date: March 22 2010

Matrix By:

bsence Mana

•.' \J OJ.A

Name: !vars Zvirbulis Title: President Date: ---=~'----· _'?~1.,,=----=2_<'.J_I ~C_J ___

Ex. N, p. 18

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 1 of 25 /

CSM BAKERY SOLUTIONS LLC SHORT TERM DISABILITY PLAN For Administration of Policy 515483 Effective Date of Plan: January I, 2015

====csm l\ll iii 111111 11111!11 Ill!II

BakerySolutions GROUP! Non-Exempt, (excluding component drivers) Bakery, Confectionary, Tobacco Workers & Grain Millers International Union Local No. 19 Employees of CSM Bakery Solutions LLC

Ex. N, p. 19

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 2 of 25

CSM BAKERY SOLUTIONS LLC SHORT TER.1\1DISABILITY PLAN TABLE OF CONTENTS I.

DEFINITIONS ...................................................................................................................

A. B. C. D. E. F. G. H. I. J. K. L. M. N. 0. P. Q. R. II.

B. C. III.

Elimination Period ................................................................................................... 5 Disability Determination .......................................................................................... 5 Exclusions ............................................................................................................... .5

DISABILITY BENEFITS .................................................................................................

A. B. C. D. E.

Eligibility for Participation ..................................................................................... .4 Effective Date of Participation ................................................................................. 4 Cessation of Participation ........................................................................................ 4

ELIGIBILITY FOR BENEFITS ......................................................................................

A. B. C. IV.

Accident ................................................................................................................... 1 Active Employment ................................................................................................. 1 Claims Administrator ............................................................................................... ! Company .................................................................................................................. 1 Disability .................................................................................................................. 1 Earnings ................................................................................................................... 2 Effective Date .......................................................................................................... 2 Employee ................................................................................................................ .2 ERISA ...................................................................................................................... 2 Health Care Professional. ......................................................................................... 2 Illness ....................................................................................................................... 2 Injury ........................................................................................................................ 2 Objective Medical Evidence .................................................................................... 2 Occupational Injury or Sickness ............................................................................. .3 Physician .................................................................................................................. 3 Plan .......................................................................................................................... 3 Plan Administrator .................................................................................................. .3 Plan Year ................................................................................................................. .3

PARTICIPATION .............................................................................................................

Amount of Benefit ................................................................................................... 7 Benefits During Partial Disability ............................................................................ 7 Reductions to the Amount of Benefit ...................................................................... 7 Acts of Third Parties ................................................................................................ 8 Commencement and Duration of Benefits ............................................................... 9

Ex. N, p. 20

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 3 of 25

TABLE OF CONTENTS (continued) F. G. H.

Discontinuance and Resumption ofBenefits ........................................................... 9 Suspension and Reinstatement of Benefits .............................................................. 9 Overpayments ........................................................................................................ 10

PAYMENT OF BENEFITS ............................................................................................ 11 A. B.

Application for Benefits ......................................................................................... 11 Time Limit for Application for Benefits ................................................................ 11 Claim Processing ................................................................................................... 11 Claim Review Procedure ....................................................................................... 12 Notification of Benefit Determination Upon Review ............................................ 14 Medical Examinations ........................................................................................... 15 Non-Alienation ofBenefits .................................................................................... 15 Payment to Representative ..................................................................................... 15 Payment in the Event of Death .............................................................................. 15

D. E. F. G. H. I.

VI.

PLAN FINANCING ......................................................................................................... 16 A. B.

VII.

Employee Contributions ........................................................................................ 16 Company Contributions ......................................................................................... 16

ADMINISTRATION AND RESPONSIBILITY .......................................................... 17 Duties of the Plan Administrator ........................................................................... 17 Duties of the Claims Administrator ...................................................................... .17 Delegation of Duties .............................................................................................. 17 Decisions and Rules ............................................................................................... 18 Fiduciary Duties ..................................................................................................... 18 Liability; Indemnification ...................................................................................... 18

A. B. C. D. E. F.

VIII. MISCELLANEOUS ........................................................................................................ 19 A. B. C. D. E.

IX.

Permanence of the Plan .......................................................................................... Right to Amend ...................................................................................................... Nonguarantee ofEmployment ............................................................................... Titles ...................................................................................................................... Governing Law ......................................................................................................

19 19 19 19 19

ERISA A. B. C. D.

Receive Information About Your Plan and Benefits ............................................. 20 Prudent Actions by Fiduciaries .............................................................................. 20 Enforce Your Rights .............................................................................................. 20 Assistance with Your Questions ............................................................................ 21

Ex. N, p. 21

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 4 of 25 CSM BAKERY SOLUTIONS LLC SHORT TERM DISABILITY PLAN

Effective Date of Plan: January I, 2015 I.

DEFINITIONS A.

Accident "Accident" means any Injury that happens unexpectedly, vlithout a deliberate plan or cause resulting in Disability.

Active Employment "Active Employment" means performance by the Employee of the regular duties of his or her work on any day that is one of the Company's scheduled work days. A period of Active Employment will also include (i) day(s) of vacation that have been scheduled by an Employee, and (ii) days that are not the Company's scheduled workdays, provided the Employee is in Active Employment on the preceding scheduled workday.

Claims Administrator "Claims Administrator" means Matrix Absence Management, Inc. a third-party claims administration company acting on behalf of CSM Bakery Solutions LLC in the initial determination and administration of claims and appeals under this Plan. Matrix can be contacted by calling 1-877-2020055 or online at www.matrixeservices.com to report a claim for benefits.

Company "Company" means CSM Bakery Solutions LLC and any successor thereto. In addition, for the purpose of determining eligibility to participate in the Plan, "Company" also means any subsidiary of CSM Bakery Solutions LLC which the officers of CSM Bakery Solutions LLC in their sole discretion, authorize to participate in the Plan.

Disability "Disability" means any physical or mental condition arising from a non-occupational injury, illness, or pregnancy that renders an Employee incapable of performing the material duties of his or her regular occupation or any reasonably related occupation. An Employee will also be considered to have sustained a Disability if:

he or she is ordered not to work by written order from a state or local health officer because he or she is infected with, or suspected of being infected with, a co111111unicable disease; or

he or she has been referred or recommended by competent medical authority to participate as a resident in either an alcohol abuse treatment program or drug abuse treatment program, or to participate m an outpatient program for the treatment of drug or alcohol abuse.

CSMBakerySolutionsLLCShort TermDisability Plan

Ex. N, p. 22

Page 1

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 5 of 25 An Employee will not be considered disabled if (i) he or she is performing work of any kind for remuneration or profit unless with the prior approval of the Plan Administrator, or (ii) he or she declines alternative employment by the Company which is within the Employee's capabilities and, as determined solely by the Company, has status and compensation comparable to the Employee's previous occupation. F.

Earnings "Earnings" mean the Participant's basic salary or wages in effect on the date immediately preceding the onset of Disability. Earnings do not include bonuses, commissions, overtime, or any other forms of additional compensation.

Effective Date "Effective Date" of the Plan means January I, 2015.

Employee "Employee" means a person who is an active, full-time non-exempt, (excluding component drivers) bakery, confectionary, tobacco workers & grain millers international union local # 19 Employee of CSM Bakery Solutions LLC regularly scheduled to work at least thirty (30) hours per week. Exempt, part-time, temporary Employees and contractors are not eligible to participate in the Plan.

ERISA "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, or as it may be amended from time to time, and rules and regulations promulgated thereunder.

Health Care Professional "Health Care Professional" means a Physician or other Health Care Professional licensed, accredited, or certified to perform specified health services consistent with State law.

Illness "Illness" means sickness, disease, pregnancy or complications resulting from pregnancy.

Iniurv "Injury" means a physical harm or Accident that is the result of a specific incident caused by external means and that occurs at an identifiable time and place.

Obiective Medical Evidence "Objective Medical Evidence" means a measurable abnormality which is evidenced by one or more standard medical diagnostic procedures including laboratory tests, physical examination findings, X-rays, MRis, EEGs, ECGs, CAT scans or similar tests that support the presence of a Disability or indicate a functional limitation. Objective Medical Evidence does not include physician's opinions based solely on the acceptance of subjective complaints (e.g. headache, fatigue, pain, nausea), age, transportation, local labor market and other non-medical factors. To be considered an abnormality, the test result must be clearly recognizable as out of the range of normal for a healthy population; the significance of the abnormality must be understood and accepted in the medical community and the abnormality must support and correlate to the disability and not be merely an incidental finding.

CSM BakerySolutionsLLC Short TermDisability Plan

Ex. N, p. 23

Page 2

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 6 of 25

Occupational lniury or Illness "Occupational Injury or Illness" means an Injury or Illness that was caused by or aggravated by any employment for pay or profit or any Injury or Illness which the Employee alleges was caused by any employment for pay or profit.

Physician "Physician" means a physician, surgeon, dentist, podiatrist, osteopathic or chiropractic practitioner, or psychologist who is duly licensed and acting within the scope of his or her practice. "Psychologist" means a licensed psychologist in the state of practice, and who either (1) has at least two years clinical experience in a recognized health setting, or (2) has met the standards of the National Register of the Health Service Providers in Psychology. For the purpose of Disability related to normal pregnancy or childbirth, a midwife, nursemidwife and a nurse practitioner duly licensed and acting within the scope of his or her practice, are physicians. The Physician may not be the Employee, a relative by blood or marriage, or a domestic partner.

Plan "Plan" means the CSM Bakery Solutions LLC Short Term Disability Plan, as herein set forth and as it may be amended from time to time.

Plan Administrator "Plan Administrator" means the Company. The Plan Administrator will also serve as the "named fiduciary" as required by ERISA. The Plan Administrator will serve without compensation.

Plan Year 31st.

"Plan Year" means the twelve (12) month period ending December

CSM BakerySolutionsLLC Short TermDisability Plan

Ex. N, p. 24

Page 3

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 7 of 25

II.

PARTICIPATION A.

Eligibilitv for Participation A person who is an Employee on the Effective Date of the Plan is eligible to participate on the later of 1) the Effective Date of the Plan or 2) the first (1st) day of the month following thirty (30) days of Active Employment with the Company. A person who becomes an Employee after the Effective Date of the Plan will become eligible to participate in the Plan on the first (1st) day of the month following thirty (30) days of Active Employment with the Company.

Effective Date of Participation An Employee becomes a Participant on the date he or she becomes eligible, provided, however, that if an Employee is not in Active Employment on the date that his or her participation would otherwise become effective, his or her participation will be deferred until the date on which he or she returns to Active Employment.

Cessation of Participation An Employee will automatically cease to participate on the earliest of the following:

the date on which the Participant ceases to be an Employee;

the date on which the Participant commences an unpaid leave of absence, except for a leave taken pursuant to the guidelines of the Family and Medical Leave Act (FMLA) of 1993 or other Company-approved shortterm absence;

the date on which this Plan terminates.

CSMBakerySolutionsLLCShort TermDisability Plan

Ex. N, p. 25

Page 4

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 8 of 25 III.

ELIGIBILITY FOR BENEFITS A.

Elimination Period A Participant who sustains a Disability will, subject to the provisions of the Plan, become eligible to receive benefits on the later of: 1.

his or her eighth (8th) day of Disability resulting from Illness, provided the Participant has been examined by or is under the care of a Physician during some portion of that period; or

his or her first (1st) day of Disability due to Injury.

Subsequent periods of Disability, separated by twenty (20) or fewer days of continuous Active Employment at the Participant's normal work schedule will be considered one period of Disability, unless the subsequent Disability is due to an Injury or Illness found by the Claims Administrator to be entirely unrelated to the cause of the previous Disability and commences after return to Active Employment with the Company for at least one(!) day. B.

Disability Determination The Claims Administrator will determine whether a Disability exists with respect to a Participant on the basis of (i) Objective Medical Evidence, (ii) a certificate from the Participant's Physician, or (iii) any such other information as the Claims Administrator, in its sole discretion, deems relevant to such determination. Certificates from the Participant's Physician must contain (i) a diagnosis and diagnostic code prescribed in the International Classification of Diseases, or, where no diagnosis has yet been obtained, a detailed statement of symptoms, (ii) a statement of the medical facts within the Physician's knowledge, based on a physical examination and a documented medical history of the Participant by the Physician, (iii) the Physician's conclusion as to the Participant's Disability, and (iv) a statement of the Physician's opinion as to the expected duration of the Disability.

Exclusions No Participant will be entitled to a benefit under this Plan if: I.

his or her Disability arises out of, relates to, is caused by or results from an intentionally self-inflicted Injury or Illness, whether sane or insane;

his or her Disability arises out of, relates to, is caused by or results from an Injury or Illness to which a contributing cause was the Participant's commission or attempted commission of a felony, or the Participant's engagement in an illegal occupation;

his or her Disability arises out of, relates to, is caused by or results from an Injury or Illness due to war or any act of war, declared or undeclared, insurrection, rebellion, participation in a riot, or service in the armed forces of any country or international authority;

CSM BakerySolutionsLLCShort TermDisability Plan

Ex. N, p. 26

Page 5

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 9 of 25 4.

his or her Disability arises out of, relates to, is caused by or results from an Occupational Injury or Illness, or a Disability for which the Participant is or would be eligible to receive Workers' Compensation benefits or benefits under any other occupational disease law;

the Participant is incarcerated in any federal, state or municipal penal institution, jail, medical facility, hospital (public or private) or in any other place because of a criminal conviction under a federal, state or municipal law or ordinance;

the Participant is not under the regular and continuous care and treatment of a Physician, unless the Claims Administrator determines that such regular and continuous care and treatment are not medically indicated given the nature of the Disability; or

the period of Disability begins when the Employee is not a Participant in the Plan.

CSM BakerySolutionsLLC Short TermDisability Plan

Ex. N, p. 27

Page 6

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 10 of 25

IV.

DISABILITY BENEFITS A.

Amount of Benefit Subject to reduction as hereinafter provided, and following the Elimination Period, the amount of weekly benefit for which a Participant is eligible to receive will be equal to 100% of Earnings during his or her first week of benefits and equal to 66 2/3 % of Earnings to a maximum benefit of $1,500 per week thereafter.

For each day of any period of Disability for which benefits are payable and which is less than a full week, the amount of benefit payable will be 117th of the amount of the weekly benefit. B.

Benefits During Partial Disability Following his or her Elimination Period, if any, a Participant who has returned to work for the Company on a part-time or reduced schedule basis and who is working fewer hours than he or she is regularly scheduled to work, may receive benefits under this Plan. Such benefits will be equal to the benefit which the Participant would otherwise be entitled, reduced by the amount that such income plus benefits exceed the Participant's Earnings. In no event will a Participant receive benefits under the Plan in an amount greater than 100% of the Participant's weekly Earnings.

Reductions to the Amount of Benefit The Disability benefit will be reduced by any of the following which are available to the Participant, or to the Participant's spouse or child(ren) if applicable, for the same period for which the Disability benefit is payable hereunder:

primary and dependent disability or retirement benefits under the Federal Social Security Act, or any similar plan or act; provided, however, that any cost-of-living increases in such benefits, effective after the initial reduction in the Plan benefit, will not serve to further reduce the Plan benefit;

any amounts received (or assumed to be received) under the Canada Pension Plan, the Quebec Pension Plan, the Railroad Retirement Act or similar plan or act;

benefits under any plan, fund or other arrangement, by whatever name called, providing disability benefits pursuant to any compulsory benefit act or law of any government;

50% of any award given under The Jones Act or The Maritime Doctrine of Maintenance, Wages and Cure;

any amount received from a Veterans' benefit plan;

disability or retirement benefits under any other Company-sponsored or Company-funded plan;

any sick leave or salary continuation plan of the Company;

CSM BakerySolutionsLLC Short TermDisability Plan

Ex. N, p. 28

Page

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 11 of 25

benefits under a State disability plan or a Company plan established in lieu thereof;

any disability benefit or proceeds payable under any franchise, group insurance, group mortgage or similar plan; and; and

10.

any work loss provision in mandatory "No-Fault" auto insurance.

If a Participant is or might be entitled to any of the above-itemized benefits, the full Plan benefit will be paid upon receipt by the Plan or Claims Administrator of (i) evidence that the Participant has applied for such benefits and (ii) an executed agreement to reimburse the Plan, up to the amount of payments made, immediately upon receipt of such benefits. If a Participant fails to apply for any of the above-itemized benefits to which he or she might be entitled, the Plan benefit will be reduced by the amount of the benefit which the Participant would have received had application been made. Determination of the amount of such benefit will be made by the Plan or Claims Administrator.

Acts o(Third Parties In the event that a Participant is injured through the acts or omissions of another person or organization, benefits under the Plan will be provided only on condition that the Participant agrees in writing to the following: 1.

to reimburse the Plan, for the full amount of payments made under the terms of the Plan, immediately upon receipt of the proceeds of any settlement of, or judgment in, an action at law, arbitration, claim, or other proceeding to determine his or her rights of recovery arising out of his or her injury, net of his or her reasonable expenses in collecting such amount including reasonable attorney's fees, and net of any amounts which are allocated by terms of any judgment for the payment of unreimbursed medical expenses; he or she will execute and deliver instruments and papers and do whatever else is reasonably necessary to secure the rights of the Plan to reimbursement out of such proceeds, and he or she will do nothing to prejudice such rights;

to provide the Plan with a lien against payments to be made in the future under the Plan equal to the proceeds described above, less any amount paid to the Plan by way of reimbursement; and

to provide the Plan with a credit against payments to be made in the future under the Plan equal to the proceeds described above, less any amount paid to the Plan by way of reimbursement.

CSM BakerySolutionsLLC Short TermDisability Plan

Ex. N, p. 29

Page 8

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 12 of 25 E.

Commencement and Duration of Benefits Benefits will be payable as of the first day that a Participant becomes eligible to receive benefits and applies therefor. Thereafter, benefits will be payable until the earliest of the following:

the date following twenty-six (26) weeks of Disability benefits. The total duration of benefits will include the Elimination Period, if any;

the date the Disability ceases to exist; or

the date of the Participant's death.

Discontinuance and Resumption o(Benefits Benefits will be discontinued on the date, as determined by the Claims Administrator, that any of the following has occurred:

the Participant has refused to undergo a medical examination; failure by the Participant to undergo a scheduled medical examination following a written request by the Claims Administrator to do so will be considered a refusal;

the Participant has refused to provide information requested in writing by the Claims Administrator for the purpose of determining whether the Participant is entitled to benefits under the Plan; failure to furnish such information within thirty (30) days after such information has been requested will be considered a refusal;

the Participant has refused to follow or has rejected the treatment plan recommended by his or her Physician, unless the Participant disputes such treatment plan in good faith and on the advice of another Physician;

the Participant is no longer under the regular and continuous care and treatment of a Physician, unless such regular and continuous care and treatment are not medically indicated, given the nature of the Disability; or

the Participant has knowingly misstated or provided false information or materials to the Plan or Claims Administrator in order to receive benefits.

Benefits, which have been discontinued in accordance with the above, may resume if the reason for discontinuance ceases to apply. In no event, however, will benefits be paid for the period during which the Participant was not in compliance with the Plan unless the Claims Administrator determines that the Participant's failure to comply was due to reasonable cause. G.

Suspension and Reinstatement of Benefits Benefits will be suspended as of the date of any medical examination conducted pursuant to Section V.F. If the Claims Administrator, on the basis of the results of such examination, determines that eligibility for benefits continues, benefits will be reinstated as of the date of the medical examination.

CSM BakerySolutionsLLC Short TermDisability Plan

Ex. N, p. 30

Page 9

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 13 of 25

Overpayments In the event the calculation of a benefit under the Plan results in an overpayment to the Participant, the Participant will be required to repay such overpayment. The Company will make reasonable arrangements with the Participant or his or her legal representative( s) for the repayment to the Plan, including, but not limited to, the reduction of future benefits under the Plan or the reduction of future pay from the Company.

CSM BakerySolutionsLLCShort TermDisability Plan

Ex. N, p. 31

Page 10

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 14 of 25

PAYMENT OF BENEFITS A.

Application (or Benefits To be entitled to any benefits under the Plan, a Participant must comply with such procedures and requirements as the Claims Administrator may have prescribed with respect to the completion and filing of an application for such benefits and submission of evidence that the Participant is entitled to such benefits. The Claims Administrator may require information with respect to the Participant's age, address, marital status, dependents, employment record, medical history and evidence that the Participant has applied for any benefits which would serve to reduce benefits under this Plan.

The Claims Administrator may require any other information reasonably relevant to a determination of whether the Participant is eligible to receive benefits and may also require written authorization to obtain:

information from the Participant's Physician or Physicians with respect to his or her physical condition, diagnosis, prognosis, date of expected return to work and related matters;

relevant medical records on file m any hospital, Physician's or governmentoffice;and

such other records from any company having information reasonably relevant to a determination.

Time Limit for Application for Benefits An application for benefits must be filed no later than thirty (30) days after the date benefits may become payable under the Plan unless it is not reasonably possible for the Participant or his or her representative to do so. If the Participant or his or her representative fails to provide the information as required above, benefits will not be paid for the period during which the Participant was not in compliance with the Plan unless the Claims Administrator determines that the Participant's failure to comply was due to reasonable cause. However, in no event will an application be accepted by the Claims Administrator if such application or certificate is filed more than six (6) months after the date benefits may become payable.

Claim Processing Upon receipt of the Participant's application, the Claims Administrator will make a determination as to the eligibility of the Participant for benefits. If the Claims Administrator determines that a Participant is not eligible for benefits, the Participant will be provided with written notification of the denial within forty-five (45) days after receipt of the application. The notice will be written in a style and manner calculated to be understood by the Participant. The notice of denial will set forth:

the specific reason or reasons for the denial;

CSM BakerySolutionsLLC Short TermDisability Plan

Ex. N, p. 32

Page 11

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 15 of 25

specific references to pertinent Plan provisions on which the denial 1s based;

a description of any additional material or information necessary for the claimant to perfect the claim and an explanation as to why such material or information is necessary; and

an explanation of the Plan's claim review procedure.

Claim Review Procedure

First Level of Appeal Any Participant or the representative of a Participant whose claim has been denied will have the right to request a review of the decision made on his or her claim. Such request must: l.

be in writing and submitted to the Claims Administrator at the following address: Quality Review Unit Matrix Absence Management P. 0. Box 11035 San Jose, CA 95103

be filed within one hundred eighty (180) days after receipt of the written decision;

set forth all of the grounds upon which the request for review is based and any facts in support thereof; and

set forth any issues or comments, which the Participant deems pertinent to his or her claim.

The Participant or his or her representative may review documents pertinent to his or her claim. Upon receipt of the request for review of the decision, the Claims Administrator will consider the written request and provide the Participant with a written decision within forty-five (45) days after receipt of the request for review. This review: 1.

shall give no weight to the initial adverse benefit determination;

will be rendered de novo, with a review of the entire file, including any new materials and arguments submitted since the initial adverse benefit determination;

will be rendered by an appropriately named individual who neither made the adverse benefit determination that is the subject of the appeal, nor is the subordinate of that individual;

CSM BakerySolutionsLLC Short TermDisability Plan

Ex. N, p. 33

Page 12

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 16 of 25

will be rendered in consultation with a Health Care Professional who has appropriate training and expertise in the field of medicine involved in the medical judgment, if the initial adverse benefit determination was made in consultation with a Health Care Professional and if the adverse benefit determination is based in whole or in part on a medical judgment; and

will be rendered with the consultation of a Health Care Professional who was not the individual consulted during the adverse benefit determination that is the subject of the appeal, nor the subordinate of that individual, if the initial adverse benefit determination was made in consultation with a Health Care Professional.

Should additional time be required in which to review the Participant's request, the Participant will be notified on or before the date the forty-five (45) day period expires. The extension notification sent to the Participant will indicate (i) the special circumstances requiring an extension, and (ii) the date and time by which the Claims Administrator expects to render a determination on review. In no event, however, will the written decision be issued more than ninety (90) days after the request for review is received.

Second Level of Appeal: Any Participant or the representative of a Participant whose appeal has been denied will have the right to request a review of the decision made on his or her claim. Such request must: 1.

be in writing and submitted to the Claims Administrator at the following address: Quality Review Unit Matrix Absence Management P. 0. Box 11035 San Jose, CA 95103

be filed within one hundred eighty (180) days after receipt of the written decision;

set forth all of the grounds upon which the request for review is based and any facts in support thereof; and

set forth any issues or comments, which the Participant deems pertinent to his or her claim.

The Participant or his or her representative may review documents pertinent to his or her claim.

CSM BakerySolutionsLLC Short TermDisability Plan

Ex. N, p. 34

Page 13

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 17 of 25 Upon receipt of the request for review of the decision, the Claims Administrator will consider the written request and provide the Participant with a written decision within forty-five (45) days after receipt of the request for review. This review: l.

shall give no weight to the initial adverse benefit determination;

will be rendered de novo, with a review of the entire file, including any new materials and arguments submitted since the initial adverse benefit determination;

will be rendered by an appropriately named individual who neither made the adverse benefit determination that is the subject of the appeal, nor is the subordinate of that individual;

Notification of Benefit Determination Upon Review If, on review, the Claims Administrator determines that a claimant is not eligible for benefits, the claimant will be notified in writing within the time frames set forth in Section VI. D. above. The notification will be written in a manner designed to be understood by the claimant and will set forth the following: 1.

the specific reason or reasons for the denial;

specific references to pertinent Plan provisions on which the denial is based;

CSMBakerySolutionsLLC Short TermDisability Plan

Ex. N, p. 35

Page 14

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 18 of 25 3.

a statement that the claimant is entitled to receive, upon request, reasonable access to, and copies of, all documents, records, and other information relevant to the claim;

a statement of the right to bring a civil action;

if applicable, the rule, guideline, protocol or similar criterion on which the denial was based (or a statement that a copy of such is available, on request); and

if applicable, the identity of any medical or vocational expert(s) whose advice was obtained on behalf of the Plan in connection with the adverse benefit determination, whether or not the advice was relied upon in making the determination.

Medical "Examinations The Claims Administrator may require that a Participant applying for benefits submit to an examination by a Physician designated by the Claims Administrator, for his or her medical opinion as to whether the Participant is disabled so as to meet the eligibility requirements under the Plan for benefits. Re-examinations of a Participant receiving benefits may be directed by the Claims Administrator from time to time for the purpose of assisting the Claims Administrator in determining whether continued eligibility for such benefits exists. The fees of such Physician and the expenses of such examination will be paid by the Plan.

Non-Alienation o(Benefits To the extent permitted by law, no benefit payable at any time under the Plan will be assignable or transferable, or subject to any lien, in whole or in part, either directly or by operation of law or otherwise, including, but not limited to, execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other manner. No benefit payable under the Plan will be liable for, or be subject to, any obligation or liability of any Participant.

Payment to Representative In the event that a guardian, conservator, committee or other legal representative has been duly appointed for a Participant entitled to any payment under the Plan, any such payment due may be made to the legal representative making claim therefor. Any such payment so made will be in complete discharge of the liabilities of the Plan therefor, and the obligations of the Plan Administrator and the Company.

Payment In the Event of Death In the event of the death of the Participant any payments due under this Plan as a result of the Participant's Disability will be made to his or her beneficiary as noted in the Participant's group life insurance policy or, ifno such policy exists, to the Participant's spouse. If payments cannot be made under either of the above methods, payment will be made to the Participant's estate.

CSMBakerySolutionsLLC Short TermDisabilityPlan

Ex. N, p. 36

Page 15

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 19 of 25 VI.

PLAN FINANCING A.

Participant Contributions Participants will not be required to make contributions to the Plan.

Company Contributions Disability benefit payments and such other costs as are determined necessary to properly maintain and operate the Plan will be paid out of the Company's general assets.

CSM BakerySolutionsLLC Short TermDisabilityPlan

Ex. N, p. 37

Page 16

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 20 of 25

VII.

ADMINISTRATION AND RESPONSIBILITY A.

Duties of the Plan Administrator The Plan Administrator will have, at its discretion, exclusive authority and responsibility for all matters in connection with the operation and administration of the Plan. Specifically, the Plan Administrator will:

be responsible for the compilation and maintenance of all records necessary in connection with the Plan;

decide questions relating to the eligibility of Employees to become Participants;

engage such legal, actuarial, accounting and other professional and clerical services as may be necessary or proper; and

interpret this instrument and make and publish such uniform and nondiscriminatory rules for administration of the Plan as are not inconsistent with the provisions of this instrument.

Duties of the Claims Administrator The Plan Administrator has assigned a Claims Administrator, Matrix Absence Management, Inc., to provide certain administrative claims handling services. The Plan Administrator delegates to Matrix the discretionary authority to determine the validity of claims under the Plan. This delegation is subject to Plan Administrator's retention of full responsibility as a Plan Administrator for the final review of claims, and Plan Administrator has the discretionary authority to administer, construe and interpret the terms of the Plans and to make final, binding determinations concerning the availability of Plan benefits.

Delegation ofDuties The Plan Administrator may, from time to time, delegate any of the rights, powers, and duties of the Plan Administrator (including fiduciary responsibilities) with respect to the operation and administration of the Plan to one or more committees, individuals or entities. If the Plan Administrator delegates any rights, powers or duties to any person, such person may from time to time further delegate such rights, powers and duties to any other person. If any right, power or duty is delegated to more than one person, such persons may from time to time allocate among themselves any such right, power or duty. Any allocation or delegation of fiduciary responsibilities under the Plan will be terminable upon such notice as the Plan Administrator, in its sole discretion, deems reasonable and prudent.

CSM BakerySolutionsLLC Short TermDisabilityPlan

Ex. N, p. 38

Page 1 7

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 21 of 25 D.

Decisions and Rules The decisions of the Plan Administrator made in good faith upon any matter within the scope of its authority will be final, but the Plan Administrator at all times in carrying out its decisions will act in a uniform and nondiscriminatory manner.

Fiduciary Duties In performing its duties, the Plan Administrator will act solely in the interest of the Participants:

for the exclusive purpose of providing benefits to Participants and defraying reasonable expenses of administering the Plan;

with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and

in accordance with the documents and instruments governing the Plan, insofar as such documents and instruments are consistent with the provisions of ERISA.

Liability; Indemnification The Plan Administrator will not be liable for any act, omission, determination, or construction made by itself or by its designated counsel, agents, or other employees, except for willful misconduct. Nothing herein, however, will be construed as purporting to relieve the Plan Administrator or any other fiduciary under the Plan, or any officer or director of the Company, or any agent thereof, from responsibility or liability for any responsibility, obligation, or duty imposed by ERISA. The Company will indemnify and hold harmless any person to whom any fiduciary duty is delegated from and against any and all liabilities, claims, demands, costs and expenses (including attorneys' fees) arising out of an alleged breach in the performance of its fiduciary duties under the Plan, other than such liabilities, claims, demands, costs and expenses as may result from the gross negligence or willful misconduct of such person. The Company will have the right, but not the obligation, to conduct the defense of such person in any proceeding to which this Section applies.

CSM BakerySolutionsLLC Short TermDisability Plan

Ex. N, p. 39

Page 18

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 22 of 25

VIII. MISCELLANEOUS A.

Permanence of the Plan The Company intends to continue the Plan indefinitely, but will not be under any obligation or liability whatsoever to continue to maintain the Plan for any given length of time. The Company may, in its sole discretion, terminate the Plan any time without any liability whatsoever for such action. If the Plan is terminated, the termination will not affect the rights of any Participant to claim benefits with respect to a Disability incurred prior to such termination.

Right to Amend The Company reserves the power and right, at any time or times to amend any or all of the provisions of the Plan to any extent and in any manner it will deem advisable.

Nonguarantee o(Employment The adoption and maintenance of the Plan will not be considered to be a contract between the Company and any Employee. Therefore, no provision of the Plan will give any Employee the right to be retained in the employ of the Company or to interfere with the right of the Company to discharge any Employee at any time irrespective of the effect such discharge may have upon an Employee as a Participant or prospective Participant under the Plan. In addition, no provision of the Plan will be considered to give the Company the right to require any Employee to remain in its employ, or to interfere with any Employee's right to terminate his or her employment at any time.

Titles Titles are for reference only. In the event of a conflict between a title and the content of a Section, the content will control.

Governing Law The Plan will be construed, administered and governed in all respects in accordance with ERISA and other pertinent federal laws and in accordance with state law to the extent not preempted by ERISA. If any provision of this Plan will be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Plan will continue to be fully effective.

CSM BakerySolutionsLLCShort TermDisability Plan

Ex. N, p. 40

Page 19

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 23 of 25 IX.

ERISA Plan Participants have certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that Plan Participants are entitled to: A.

Receive Information About Your Plan and Benefits

Examine all benefit plan documents without charge. These documents, including insurance contracts and collective bargaining agreements, are available for inspection at the Plan Administrator's office and at specified locations. Copies of all documents filed with the U.S. Department of Labor, such as annual reports (Form 5500 series) and Plan descriptions, are also available for review at the Public Disclosure Room of the Employee Benefits Security Administration (formerly known as the Pension and Welfare Benefits Administration). Obtain copies of all Plan documents and other documents and information relating to the Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 series) and an updated Summary Plan Description (SPD). The Plan Administrator may charge a reasonable fee for these copies. Receive a summary of the Plan's annual financial reports. The Plan Administrator is required by law to furnish each Participant with a copy of this summary annual report.

Prudent Actions by Fiduciaries

In addition to creating rights for Plan Participants, ERISA imposes duties on those who are responsible for the operation of the Plan. These people called "fiduciaries" have a duty to operate the Plan prudently and in the best interest of you and other Plan Participants and beneficiaries. Fiduciaries who violate ERISA may be removed and required to make good on losses they have caused the Plan. C.

Enforce Your Rights

If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $ 110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. If the Plan requires you to complete administrative appeals prior to filing in court, your right to file suit in state or Federal court may be affected if you do not complete CSM BakerySolutionsLLCShort TermDisability Plan

Ex. N, p. 41

Page 20

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 24 of 25 the required appeals. If it should happen that Plan fiduciaries misuse the Plan•s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

Assistance with Your Questions If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under BRISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under BRISA by calling the publications hotline of the Employee Benefits Security Administration.

CSM BakerySolutionsLLC Short TermDisability Plan

Ex. N, p. 42

Page 21

Case 1:17-cv-00074-LAG Document 1-1 Filed 04/14/17 Page 25 of 25

CSM Bakery Solutions LLC Short Term Disability Plan

Ex. N, p. 43

Page 22

Case 3:03-cv-01747-BR

Sarah J. Ryan,OSB No. 83131

Amy J. Campbell, OSB No. 02263

3 4

5 6

7 8 9

Document 27

Filed 08/10/04

Page 1 of 3

sO'IA@bil!p,com

acampbell@JtillP,com

BALL JANIKLLP 101 South.westMain St., Suite 1100 Portland, Oregon 97204-3219 Voice: (503) 228-2525 Fax: (503) 226-3910

Joseph E. Lambert, AZ Bar No. 013923 josephlambert@cox.net JOSEPH E. LAMBERT, P.C. Mesa Commerce Center 1930 S. Alma School Rd.,Suite A-115 Mesa, Arizona 85210 Voice: (480) 755-0772 Fax: (480) 755~0034

Attorneys for Defendants 11

UNITEDSTATES DISTRICT COURT 12 DISTRICT OF OREGON 13 14 15 16 17 18 19

Case No. CV 03-1747-BR

CAROL A. WEEDEN, Personal Representative of the Estate of RONALD F. WEEDEN (Deceased),

SUPPLEMENTALDECLARATION OF JOSEPH LAMBERTIN SUPPORTOF Dlt~FENDANTS' MOTIONFOR PARTIAL SUMMARY JUDGMENT

Plaintiff, vs. INTEL CORPORATION, a Delaware corporation, and CIGNA HEALTHCARE, a subsidiary of CIGNA LIFE INSURANCE COMPANY, a Connecticut corporation,

20 Defendants. 21 22

I, Joseph E. Lambert, hereby declare th.at:

24 25 26

I am one of the attorneys representing Defendants in th.islawsuit and am familiar

with the facts and circumstances averred to herein.

On March 8, 2004, I sent Michael Knapp a letter pointing out several deficiencies

in his client's request to obtain documents and information, including failure to initiate her claim

Page 1 - SupplementalDeclaration Joseph Lambert

Ex. N, p. 44

Case 3:03-cv-01747-BR

Document 27

Filed 08/10/04

Page 2 of 3

by calling the OnCall Assistance Center and obtaining a claim fonn Medicare-eligibleclaimants

are required to submit. Exh. 1 hereto is a true and accurate copy of that l~tter. (The header on

the second page was erroneously dated January 23, 2004.)

Exhibit 2 hereto is a copy of a Services Agreement between Intel Corporation

("Intel") and Matrix Absence Management, Inc. that, like Intel's ASO agreement with COLIC,

provides for the third-party administrator to independentlyreview and grant benefits.

7 8 9

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct. Executed on this

!Jiday of August, 2004, in Mesa, Arizona. {j____

10 11

12 13 14

15 16

17 18 19

20 21 22

24 25 26 i1 '!

Page2 - SupplementalDeclarationJoseph Lambert

Ex. N, p. 45

Case 3:03-cv-01747-BR

Document 27

Filed 08/10/04

Page 3 of 3

CERTIFICATE OF SERVICE

I hereby certify that I served the foregoing SUPPLEMENTAL DECLARATION OF

JOSEPH LAMBERT IN SUPPORT OF DEFENDANTS' MOTION FOR PARTIAL

SUMMARYJUDGMENTupon the following person(s) by CM/ECFa true and correct copy thereof, addressed to said person(s) at the following address on this day: Michael J. Knapp Myers & Knapp One SW Columbia, Suite 920 Portland, OR 97258 mknap_p@spiretech.com Attorneys for Plaintiff Dated August 10, 2004. Isl Sarah J. Ryan Sarah J. Ryan, OSB No. 83131 (503) 228-2525

Attorneys for Defendants

Page 1 -CERTIFICATE OF SERVICE BALL JANIK LLP One Main Place IOI SouthwestMain Street, Suite llOO Portland,Oregon 97204-3219 Telephone503-228-252S

Ex. N, p. 46

::ODMA\PCDOCS\PORTLAND\456719\l

Case 3:03-cv-01747-BR

Document 27-3

Filed 08/10/04

Page 1 of 4

408 765 1101

INTELRISK~T

P.01

·MATRIX

SEBVJCI&QR'IAJINT £l,AN §PD <:AWPBMA VOLUNTARY §Ill) SBPBITBBMDJSABU,Yn CLTl>l LONGDBM PI$ARJLJTX

ltu:., a corporati,Qn Into by andbetWee1lllfA.T.tlXS.V lJmmuu\r~. ·This,aroemcat is ena:rcd GJNIBAL; havinsa princiJ)tJ.place:of'butinea at 3295 ScottBlvd.• tho laWIoflho sweof Callt'omhl. orpnfad and cxhilngmlCler

called and Intel C~rpondlon(llereinafter Suito JOO,SantaClan, CA 95054 (hereintfteroall-1 •Adminfatntor"). •CJjeor'), .

II,

are andemployoes OF J'HEPAR'[IJS; Admlnillramr,:itseamts S:CQPIQF APPQJNTMINT/RJLAD'.ON$UJP

Client'ssell-msurcdIm SDI, STD.ml / or Ill t.oadminbl&lr as Clleat'sagent&fflClropreecntativcs beleby appomrad evaluata.edj\lSt and hMldlc dlahllfly claims \llldcr such prosrams:ll.l\d J>IOlfllllU', • awlleablc, lllld process, L Administratora,rees IO prOVidothe ,crvk:cs set f'Qrtbin Ardcle IV of this A~.

ii that ofindependeGtoomrado!I, and ~hing of Administratorand Clientatabll.thed by this aareemeat Tho tellltioGShip the penia ro.lldonlhip or to Cdn&titl.atc containedill 'Ibisagreement sh-111- oonatrucdt.oestablishan employerlaa,ployoo Qdcrraklng.Administrator,its iriajolnt me! cOIQll'lon u partners.Joint w:nturll'I, co-owMl'I, or Qdlerwiso• partioipants Qjcnt's sclf• insured SDt,STD, of CJientonly tot tho purpOSo ot admlnbtertng a,ont &ndcmployccisaro rcpn:sc:naitms or Inany omcr • -,,at, emple>yec, andLTDpropms u secforthin thisapcmcm.andtheyhave110pow«orauthcricy anyobliption on bchiJfot Oiellt for any purpose capacitycorepresent,actfor, biador otherwise:createor 111111111• 'lhlsA,Jreanent.All ~ .Admlniltnltoflobllpllons \IJ1dor to pO.rform IS ,peclfic.:llyroqwtod CICCept whllSOCVa', oblipticm uaodetc:dwith Client'sbulin• arethe eoleresponsibilityof Client.

ID.

lhrousb9130/95.Fol!owlngtho initialterm, elmer The Initialterm .shallbo from10/011'94 DBMO"IBMJNATJQN: (60) dl;ys written notice 10 the other oa Ill)' Oc:tobcr1st by provldias • 1-.t siX1Y party ~ kmlinate this aar-mcnt party.

1llooaootivcdate of sen-lea afl.ao shallhave no oblJiMlonto J)&'O'Vidc Adm:lnisttator Upon tcnnfnationof thisAJrccmmt. XIV(Conf!defttiati~) shall the provbio.osofSecdom XII (Litiptton) 111d tho fore&Oina. t.enni•on. Norwithl11ndma ll1rvivc tcnniutioD ofthii Agmmerit. IV.

will provide:Clicutthe followingservices: SAYJCU;~r • 1>MINJ8llt\XOB JmpJeee!lffoa Pmar•m by Clifflt.witbfinal Plan(a)detlp.(a). asdes.bod 1. Atanst,

A.leist Client persoMel with drafting and prindag Employee mm.ouncertlat\t/omollmcnt/communicadQft mam,laJ,.

3. 4.

:s.

drattt of Ptln Docwioata (SID, LTD)and PlanText (SO'). ~ initie.1 (STO, Lff>) and St:t.tmnemo! Coveniso (SDI). hmnulry Piel Dac:rlf'llonl P~

If applicable. Ptepan a TrustDocument. Development'()cpt.asfollows: fi'olDthe Emplo)'ment llppl'0Vlls Socurctiw DOiilOSSIIY oovcnp olootionandposting. a) P.m()am.t ma&oriaJ/automfltic

iftcludhlgenrollmentresult$. PlanAppHt.adoft Stmnmt otCovcraac, d) PlanT--. b) c)

a rmaaa Ial£COYCc

111dother flle&. 1. Meet"wlthCliatt ro ucure all claimfiles, clientfiles, MIS repotts.tapos. Statecort'eSpondcmce opea,.daim files acctrepOJ'tWinp to clleot. :3. Convertopen claimmes to MATRIXMIS. dalesonallopenoases. diatY 4. Batiblish110W 5. Aaurc: unimanipted claims payments to all IClltbnatcclaimmts (Including 1$1 day of this A,arecmc:ot.If ;2, Ailalyie ~~all

~'1ited).

6. Providecommuni'8tionto cJaimlDts~d subaidiaryor DivisionpersonnelregardlriC~i.drator

Supplemental Declaration of Joseph Lambert Exh. 2 Page 1

Ex. N, p. 47

change.

Case 3:03-cv-01747-BR

Document 27-3

Filed 08/10/04

Page 2 of 4

INTE..RISK ~t'ENT

ALD-15--2000 13:44

c. Prurt• 1. Meet

Panm1111Moa

wflb Client pcmm:me1.N ~ired. l'0 devdop p.-ocedw-es, fbnns, lnst1'U.Ctloas. schedules 11114 rcapoaslblllclesas ma;y be requ.1Rdto :edmimsb::r qoing llll'Vba. 2. Asma&Client pa,IOIID91 In tho dowlOf!IDCDt of direedvos.nodccs, and any oth1111 P10jp'801 QOfflDl.unicatlons to

emplo)'oes.

3. Provtdc ctalm nportlng ateriala (mcludfnl claim forms.tequirednodces and proooduralinmuctions) for . diltn'buaollto cdltinaQlent spocifiodlOOlliona. 4. · Up- -. maimlint. proc:iedure mllDUII for'USOby ClientIIDd.Adminl.stratot. · ~. Provideinsauctlonal melll'bl&S, asrequired. at CUent specifiedJooationSi to rmew,andexplainJ)R'IOCdures.

MM""'"'

Cle1m• J.

bceive.U patlncl1t claim lnf'orn:Cion tromOlmt 4-miM validity al eld1 claim basod up0n lnformadon made available by Client and other

R.avtew lltl4

3. ,. S.

ProvldedalmantswitbQOci(sesofbariafiteutltlement Dctaminc IIDOUlltl ordlllablllt¥ oompaman due to c~ts. DetetminO ofllcts to PlanBea.eftls,__ hn inaomcreceived~ olaimemhm otherso~s (e.g. Sodll Securi~.Wodt/d Compcmatlon, SbllntolyDisability, cto.). Sapp ap:ed,upo.nbrvtldptions, indapcndcrn:med!calcomultmts, rcbabl!lwion COIQISC'jlors, and legal

IIOUnl&

ccninsel,1$ ~• Subjoot to approvalbf client, disbtme~ 8>rod\11'P1aa ~. Thcsll e,qimw idd\ldo. but arcnot llmi1IMI to: medioalexaminations. inwstlpdo"9. tebabilitatlonacrvtcu.tepl ~on, printing. IAII photo cop)'has, 8. Beclbli9bnaciva ~ admated flnuroclaimp&ymCIIIIon 11Dongoingbasis (LID). t. M'aiatllrlcofltactwidl aaiendfna phyak:lamto ~lrcrdtimald prOlfflll 111da tlmolyteeurnliOwork. 10. Mabdm rec:orc1a in~-'Wi1b lcp) rcqubmmt1.

l l. C.On-upoad with:&aployment Development Department(BDD): a) R1oeiJ11 of Claim(J)E2S23);

b) CloeeotClaimorDcaial; c) A&Uustmcm paymmt or iofol'mation on-or. ll. ~ Clientll SlateRda'8CHminp (SOl), ·i 13. Provld9 aplmedoN, •~ clOOllllll:llldon. -.cl denial leaers to clalmea.ti(copl.flsto 1Ppropril.tcclient i,o,sormel) ill MIIOldlllCC with!DDJ2RISAteq\lil'erllOmS.

i:.

lt1!1 1Pd lldal 11119111 1. Prepare IIACl nllmit Stllll '.bm 2523 Oil each repol'tedSDI claim. 2. Prepeite-4 sobmit9-txm 2568el£h calendarquart« (SDI). 3. P1'Cpln Peden.I111d SW. taxct inf'onnld:km ramms on 1heTrustitapplic:ablo(STD& LTD). 4. Pr.,o Pedorll Ind StaeotllX/w9ae endwt&bbol4in,c mfonnation,where applicablt: (W-2), 5, Prqme Federalfor,n 5500080hPllll)"CII' (STD.t LTD).

J'. N111•,unt 1.

lpftn:matlpp ._.

Pro'Yfae. at lea,t 111,o followin&poriodio npolU to Ollei\t: a)

Claima.Aadvkybport

~) a.ctJRofimd.... 0) AutoUnk L.it.w,.adcm Raport 2. Admm1strator ... 1Dmm ~le IOCllmt on..UUviewonlytcoesa to :Clfent'sllltOD'lffldclaim dlda bue. Any hll'dwlro rcqufrcdto accasthe ca baseis the Client's~Urt, My addtdonalBYlces and iupponwJll ~ proviWat rllt8 10 be IIJ'cod uponby Client an,d Administratoi-•.whlch'1\i.11bo ¢0Vorodby a scparitc llpGIICOt.

SupplementalDeclaration of Joseph Lambert Exh. 2 Page2

Ex. N, p. 48

___

,,, MATRIX

Case 3:03-cv-01747-BR

Document 27-3

Filed 08/10/04

408 765 1101

INTB.RISKMANAIEl'ENT

AUG-15-2000 13:45

ullt.CJiantaooepC$ ~"b1Ht¥ e with Ibis SorvicAgreea CLlgNT QllldQ,',TJON8; In COIIUICtion ·•

Poat required ,oc__,itiesar obtainsuroty

Provide -..

to'

Page 3 of 4

requlmdof self-insurets. bondina

or Admmlstratorco • timely bufa to permit oompllancc wi~ State

P.03

to:

caJ.ifomia repol'ling

reqairomenlS. if doAtedby Cliem. c:ow:rap, Obtain '8d paf fbr ~ iftlW'IBCI E. Amo.p,for cbeakmlIICCOllllt md provido approptla,a ftmdlq. in Client by PtO&l'8personnel. JI". Notify Admmistr..- promptlyof lflY c'hangr.a

Al2J,JCAIIU[Y;This Agreement llhal1apply ot1lyto C1fcotemployees~ are

Vl.

Pl~

pardcl)llnts In the aforcmontloned

(SDI, STD and LTD).

for tbs initial torm ~ l;hisAgreement.Cliont provided b)' Ad~ of meICl"VioCls In comkleaation .EEJr.S1 feeof$118,0SS; LTD fee of'$76,.301)~ OdDber

Vil

agrea10 ~ to Adl:nbdstmtoar f4ieofS294,356(YP/STD

l, 1994,

. vm.

of LTDinltal.lmoot of SS4,513.7S: Dlmtallmcmt Ttulfeewill bo paid In four quarwrlyillflallmallsotS73,S89,00(VP/ST 7/01/95. l/01/95;4/01./95: $19,07$,") onIOLOl/94; of an itcmi:.«! (30) days of presenta11'>n BIJMl1JB&WIKTih Client aa,eesio reimbllrscAdmlnl9'ratorwithin thirty QlCPCllSeS.wh!cb.arc cd al,tl,cat ered c:oosid not cluu:ps odler 8nd t cite., f'orml , stalllDAlnttbr itMscom of printillg checks expense. Such araiountsare not incl.ucWii\ IDQ\lmidoa, behalf of Client. providod Clieftt ball autbodzed sl1Ch Admlnlsllator"s tee. •vailable to Client to coopum with Clientln makmgIll)' and ell clalm flla Uld n:cordi r AWJ'[S; A4mblittratoaarappointed Cl1mt'1 or Climn: bolDS, oftkc narmaJ o.iDa for auclie'by Ctlmt or Client's appointed~sfor rcco(4 and fl.les cs,. ftrcllld accm to thencoeasaiy pardamof Ad~s -11 ll&vt NIIODlbJe ~bd:lvos s. buslna l 's IIOl'lla tatntor with Admln reviewor ao4;cpl.ll'pO,ld,aoM cot to mtcr:ft:a

.JX.

expran wrtttcnconsentof IDIIY•sn 1hla~ in.part or In tolal. witho\lt111.e r Noitlleparty ASRJGNMRIJ8;

party. tht OCba-

lhalJ.at iesoweexpew. BQNQWG:Adm~ •ND _. boa.dins: aoo ofimun policl• lbe A8ftlCIWU

JNSJOU,NQi

proe&:1~and

m.aiAtllnin force durinathe tam

foUowfq

of tilts Bmn a OmlsslODsEndonmi«it ~ a limit of DOt less then $2 A, Broadform pnta11iablllty lblurmoo,inclttdlDJ mmlon per occmrenccIDd •11ua1......._ edslnJie limit , propertydamage liability imuranceof noi las that St million combin B. Autom0bile,badlly iluUIY-1 l hiredvehicles. renfDcor . lelled, t's isr.ratQowned a (CSL)covermAdmin and a,cots of Administrator. emplo1yees in1111 C. A t!ddfty boadIn theeouJ\t of not 1cs.,thanSt i,1111011covm

xn.

a:Ulanonuand relatedto Clientssel~nsun:dproanms,all costsIncurred. l,D'JGADQN; Withreepectto lmll&iOn tlyby Cl~t oum:a paid Ind borne bo will or, nistrat made ill connecdonWitJIdsfenseaf Cliea,or.Admi judam,oatS. om. omiasi and errors 's iStrltor Admm !om rault wJiidl es penalti for o will-relmbunlClient · MonDilrrltor

aafolother dQclnncfflts Cllamro,ems 1hcri,chtIO obtainem,ina}claimtiles and copies of rapons ingany clain'Ifiles XDt BIGJITIXo QA.TA; tod. Client shall bear ~o cost of relocat A,areemen!Is ta1Dina appl!Cllb!oio Client in tbe mmt 1b1II tmnlution ofl,be A,reemcnt. ot ~upa" from dlepremilOS

t tNat lnfo:mnion.reports and analysoa shell lilCralo XIV. CoNFJ'DINtULJTYt It ii l,IIOOdandunderstoodmat Admfn It. Is fbrthClraateedand undomood!bat eamal confid obflia.odor dMoped partu111tto ddsApemer!.1• bem1 to p.arm,:c reMOllablesa&,umds Mt roll.1't I In adon intonn $lid\ all of ditpoa amt Jn maiata Admlnlsuatot rllallpn,cfu.ce. IO suchconfldmtia6~-

XV,

deliveredor slutll be pemDIUllly 111d. or permitted.hl!lreunda-IMl1 be in wril:bta reQU.ited All •ca ts otheraddn:as 0t At~ ms. eddro q fbUowi the It ,-tty OflWI' to_tbe NOt and piail by IQ1)1id fll'lt ollsl ti,M! to may be provided.in 'Writiq to 1hc otho.r~ &cm dmo

d__,..,

NOTIQ;8;

Inc. To Adminiltl'IW>r: MATltIX Self.hisuranceR.aouroc.,. 32" ScoUBlvd.. Sulto 100 ~Clara,.~

ToCllcnt;

"054

li\tel Corporation MIS SCl 1-303

22® MissionCollefCBlvd. ~~CA:9S052-8119

SupplementalDeclarationof JosephLambert Exh. 2Page 3

Ex. N, p. 49

MATRIX ...•

Case 3:03-cv-01747-BR I~

Document 27-3

Filed 08/10/04

Page 4 of 4

403 765 1101 P.04

RISK~

sball be resolvedunder tho out of tbil Af,r=:nOOI~ rile _,..,.J1!S XVL 4BRl'[RATIQN; Any oo....c,,asy arisina by tho vbitt.etor as ro dae be/$= shall any, if to ubltration, A\tOJ'neyabl, prov1'iomot tho.CaltfMnla laws ~ins '; pa;ymcntthereof. , laws of tbe State of w iM In ICCOl'dam'With by, 806 COQStrued be governed t 5; A,src:cmtnsb-11 . This or other tribunaJ or xvn. MTSCg&,U.lffOJJ coon a by held be shall ent -,nc:m t>f1hla CalHbmla. In Iba evm 'that tnY of the povisioos full foroeand effect. in n remai shall ~ ponlom ol't.bi& the ~ntng and compc:tm&juriidlc:tfaa to be 11nentmceablc, tho pardos 1aenropertlinina;to ~ Sl.lbjectmatter haof, bet.wmn consfflutesthe cntiro~t • Airy This ~t led. cance y apral #e hereto l oforoexistmgbetweenthe ~ or oral.aareemtntbenit my end all wriUIOat this of ision prov any or 'IWiv No . hereto s p,we bolh and dped by must bein wrieina ofthis~enr moclffloatioas a waiverof any norshall,ny ,uch wa1Y1a'if rnado,constitute 11I, wrld in made s unlas dve otrec be shall ~ of due Ap,ement. S\lbsequent~ otthe samoor ohiy otherprcm,ions

. lgl'ICDl.alt u oftbe dar.e• hth below lo witness wheroot• panies lleretohave alanedthis ,ca. 4 MAmD[ S"',f Inl1UfllllCJlao,u

Inc.

1:~signature -~Audl.orlz.ed -:?1-,tc;,~~ Tide

<;)u,.f,I.

SupplementalDeclarationof Joseph Lambert

Exh. 2 Page4

Ex. N, p. 50

MA .c: ......X wmTRI TOTALP.04