GVHR » Topics » VI. Termination Provisions

This excerpt taken from the GVHR 10-Q filed Nov 10, 2008.

VI.           Termination Provisions

 

A.    On any Minimum Premium Charge due date, the Plan may terminate this Agreement if one or more of the following conditions exists, but written notice of its intent to do so must be given to the Group at least ninety  (90) days in advance.

 

1.     Except for the public or private sale of common or preferred stock or the incorporation of the Group’s partnerships which does not result in a material change in the ownership or legal structure of the Group, there is a material change in the ownership or legal structure of the Group and the Group has not sought and received approval from the Plan for such a change, such approval not to be unreasonably withheld.

 

2.     Except for the public or private sale of common or preferred stock or the incorporation of the

 


* THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

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CONFIDENTIAL TREATMENT REQUESTED BY GEVITY HR, INC.

 

Group’s partnerships which does not result in a material change in the ownership or legal structure of the Group, the Group merges with or is acquired by another legal entity and the Group has not sought and received approval from the Plan for such a change, such approval not to be unreasonably withheld.

 

3. The Group acquires another legal entity with more than [*] client employees in the state of Florida that are not then covered by a BCBSF/HOI plan, and the Group has not sought and received approval from BCBSF/HOI to merge such acquired employees into the Plan, such approval not to be unreasonably withheld. If, however, BCBSF/HOI does not approve the merger of the acquired employees into BCBSF/HOI, the acquired legal entity would be in breach of a contractual commitment if it were to merge the acquired employees into a BCBSF/HOI plan. The Group will be allowed to continue with the current carrier or provide for such employees’ healthcare coverage under an alternative carrier plan as selected by the Group.  This decision will be reviewed annually with BCBSF/HOI for continuation, as BCBSF/HOI may be interested in providing the coverage to this population.

 

4. Bankruptcy by the Group.

 

B.    This Agreement may be terminated on any Anniversary Date by either party by giving the other party at least one hundred and eighty (180) calendar days prior written notice of such termination.

 

C.    If the Group fails to pay to BCBSF/HOI the Administrative Expense, Annual Excess Liability Charge or the Claim Liability Charge in accordance with the provisions of Section III and Section IV respectively, of this Agreement, BCBSF/HOI may terminate this Agreement at any time with written notice.

 

D.    Upon termination of this Agreement by either party for any reason, including termination for non-payment of any charges/fees due under this Agreement, BCBSF/HOI shall continue to invoice the Group and the Group shall continue to pay to BCBSF/HOI the Claim Liability Charge, subject to the Annual Excess Liability Coverage limitation, in accordance with the provisions of Sections IV and V of this Agreement, for a period of eighteen (18) months immediately following the date this Agreement terminated.

 

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