Medical Expense Reimbursement and Disability Benefit Plan by xscape

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                            MEDICAL EXPENSE REIMBURSEMENT
                              AND DISABILITY BENEFITS PLAN

                                           ARTICLE I

                          ESTABLISHMENT AND PURPOSE OF PLAN


        1.1    Establishment of Plan. *_____________________ (“the Corporation”),
hereby establishes the *______________________ Medical Expense Reimbursement and
Disability Benefits Plan (“the Plan”).

        1.2     Purpose of Plan. The purpose of the Plan shall be to reimburse the Participants
under the Plan for expenses incurred by such Participants for the medical care of the
Participant, his spouse and his dependents not otherwise reimbursed under any other plan of the
Corporation or any medical insurance policies, and to provide the Participants under the Plan
with the benefits to replace wages lost by reason of absence from work because of occupational
and non-occupational personal injuries and sickness.

       1.3      Coordination of Benefits. This Plan is an integral part of a coordinated health
care benefit program maintained by the Corporation on behalf of its employees. The Plan
provides, inter alia, for the reimbursement of payments for health insurance premiums made on
behalf of employees and, under certain circumstances, their dependents and spouses. For
administrative convenience, the Corporation may elect to pay such premiums directly in which
case such direct payment shall constitute full satisfaction of the Corporation's obligation
hereunder with respect to such otherwise reimbursable expenses.

                                           ARTICLE II

                                          DEFINITIONS

           As used in the Plan, the following words shall have the meanings indicated in this
Article.

      2.1     Basic Compensation. The term “basic compensation” shall mean the total
amount of wages, salary and commissions of a Participant, exclusive of any discretionary
bonuses or overtime pay.

        2.2    Continuous Disability. The term “continuous disability” shall mean successive
periods during which the Participant is wholly disabled, due to the same or related causes, not
separated by a return to active employment with the Corporation for ten (10) or more continuous
full working days.

      2.3     Dependent. The term “dependent” shall mean any person who qualifies as
dependent of a Participant under Section 152 of the Internal Revenue Code of 1954.

      2.4     Diagnostic Procedures. The term “diagnostic procedures” shall mean medical
examinations, blood tests, X-rays and similar procedures which are generally accepted as falling
within the category of diagnostic procedures, provided that such procedures are performed at a
facility which provides no services other than medical and ancillary services, and shall include
ordinary and necessary travel expenses incurred in connection therewith.

         2.5    Disability Insurance Policies. The term “disability insurance policies” shall
mean all insurance policies providing disability income benefits to a Participant in the event of a
disability, on which the Corporation has paid or reimbursed the Participant in accordance
herewith for the payment of the premiums during the year preceding the commencement of the
disability. Such policies may include individually owned or group disability income insurance
policies, or group accident and health, medical or any other insurance policies which provide
disability income benefits.

        2.6    Effective Date.    The term “effective date” shall mean *_________________,
19__.

        2.7   Employee. The term “employee” shall mean a person who is currently or
hereafter employed by the Corporation, but excluding:

               (a)     an independent contractor or self-employed person;

              (b)    an employee who is a non-resident alien deriving no earned
        income from sources within the United States;

                (c)    employees who are included in the unit of employees covered by a
        collective bargaining agreement, unless there is a judicial determination that
        accident and health benefits were not the subject of good faith negotiations (in
        which case such employees shall not be excluded from such definition of
        “employee” if they otherwise qualify); and

               (d)    employees whose customary weekly employment is for less than
        35 hours or whose customary annual employment is for less than 9 months.

       2.8      First Disability Period. The term “first disability period” shall mean the period of
time during the continuous disability of a Participant which begins with the commencement of
the disability and ends on the last day of the fourth full calendar month following the calendar
month during which the disability commenced.

        2.9    Medical Care. The term “medical care” shall mean care received for the
diagnosis, cure, mitigation, treatment or prevention of disease. Expenses paid for medical care
shall include those paid for the purpose of affecting any structure or function of the body or for
transportation and parking primarily for and essential to medical care. Amounts paid for
operations or treatments affecting any portion of the body, including obstetrics, expenses of
therapy or X-ray treatments, are included in the term medical care. Expenses paid for medical
care shall also include, without limitation, payments for health insurance premiums, such as
Blue Cross and Blue Shield, hospital services, nursing services (including nurses' board where
paid by the Participant), medical, laboratory, surgical, dental and other diagnostic and healing
services, X-ray, medicine and drugs (as hereinafter defined), artificial teeth or limbs and
ambulance hire. An expenditure which is merely beneficial to the general health, such as an
expenditure for a vacation, is not an expenditure for medical care. Expenses paid for
transportation primarily for and essential to the rendition of the medical care, are expenses paid


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for medical care; provided, however, that such expenses shall not include the cost of any meals
and lodgings while away from home receiving medical treatment. Where a person is in an
institution because his condition is such that the availability of medical care in such institution is
a principal reason for his presence there, and meals and lodgings are furnished as a necessary
incident to such care, the entire cost of medical care and meals and lodgings at the institution,
which are furnished while the person requires continual medical care, shall constitute an
expense for medical care.

        2.10 Medicines and Drugs. The term “medicines and drugs” shall mean items which
are legally procured and which are generally accepted as falling within the category of medicines
and drugs, whether or not requiring a prescription. Such term shall not include toiletries or
similar preparations, such as toothpaste, shaving lotion, shaving cream, deodorants, nor shall it
include cosmetics, such as face cream, hand lotions, or any other similar preparation used for
ordinary cosmetic purposes, or sundry items.

       2.11 Limited Participant. The term “Limited Participant” shall mean any Employee
who has satisfied the requirements for participation in the group health insurance plan
maintained by the Corporation and whose participation in this Plan is limited to the benefits
provided by Article V, hereof.

       2.12    Officer.   The term “officer” shall mean an officer or assistant officer of the
Corporation.

       2.13 Participant. The term “Participant” shall mean any Employee who has attained
age twenty-five (25) and who has completed three (3) or more years of service prior to the
beginning of the plan year.

       2.14 Personal Injury. The term “personal injury” shall mean an externally caused
sudden hurt or damage to the body brought about by an identifiable event; provided, however,
that such personal injury shall also comply with the definition or definitions contained in at least
one policy of insurance providing disability benefits for a Participant.

       2.15 Plan Year. The term “plan year” shall mean the twelve (12) month period
coincident with the fiscal year of the Corporation.

        2.16 Second Disability Period. The term “second disability period” shall mean the
period of time during the continuous disability of a Participant which begins immediately
following the first disability period and ends on the last day of the eighth calendar month
following the last calendar month of the first disability period.

        2.17 Sickness. The term “sickness” shall mean mental illness, diseases, and all
bodily infirmities and disorders other than a personal injury, whether resulting from employment
or otherwise.

       2.18 Spouse. The term “spouse” shall mean the lawful spouse of a Participant. In
determining whether the status of spouse exists, a participant who is legally separated from his
spouse under a decree of separate maintenance shall not be considered to be married.

       2.19 Wholly Disabled. The term “wholly disabled” shall have the same definition as
that contained in the earliest policy acquired of those of the disability insurance policies which


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provide disability income benefits to a Participant as their principal benefits. If the insurance
company writing that policy has determined that a Participant is wholly disabled and is paying or
prepared to pay disability income benefits thereunder, the Participant shall be deemed to be
wholly disabled for the purposes of this agreement. In the event that no such disability
insurance policy exists insuring the Employee at a time that he is alleged to have become
disabled, then the Employee shall be deemed to be wholly disabled when, as a result of
personal injury or sickness, he is so disabled that he is prevented from performing the principal
duties of his employment and is under the regular care and attendance of a currently licensed
physician or surgeon. The Corporation, at its expense, may require the Participant to submit to
a medical examination by a designated physician or surgeon for the purpose of obtaining an
independent medical opinion as to whether or not the Participant is wholly disabled in
accordance with the foregoing definition. However, such opinion shall not be binding upon
either the Corporation or the Participant with respect to whether or not the Participant is wholly
disabled.

        2.20 Year of Service. The term “year of service” shall mean employment of an
employee for thirty-five (35) or more hours per week and nine (9) or more months per year by the
Corporation during any of the successive twelve (12) months periods commencing with the start
of such employee's employment with the Corporation or its unincorporated predecessor,
including employment as a self-employed person with the unincorporated predecessor of the
Corporation.

                                          ARTICLE III

                        REIMBURSEMENT OF MEDICAL EXPENSES

        3.1    Reimbursement.       Reimbursement shall be made by the Corporation to
Participants employed on the last day of the plan year or who die or retire during the plan year
for expenses incurred and paid by a Participant for disability insurance policies or medical care
of the Participant, his spouse and his dependents, provided such expenses are not reimbursed
to the Participant under any other plan of the Corporation, including any insured or partially
insured plans requiring the payment of premiums by the Corporation, under any privately
financed insurance or under Medicare or any other Federal or state law. If an expense for
medical care is partially reimbursed under any other plan of the Corporation, privately financed
insurance or any Federal or state law that part of the expense which is not so reimbursed shall
be reimbursed to the Participant under this Plan.

      3.2      Determination of Status. For the purposes of this Plan, the status of a person
as a Participant's spouse or dependent shall be determined at the time the expense for the
medical care is incurred.

       3.3    Covered Period. This Plan shall provide reimbursement for those expenses for
medical care incurred on or after the effective date; provided, however, that this Plan shall not
provide reimbursement for such expenses incurred by a disabled Participant, or his spouse or
dependents, for which payment is made after the second disability period.

       3.4    Maximum Payment. Notwithstanding anything contained herein to the contrary,
the aggregate amount to be paid by the Corporation hereunder in connection with expenses
incurred and paid by a Participant during any plan year for medical care of himself, his spouse
and his dependents, shall not exceed the lesser of the following amounts:


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       (a)    An amount which, when added to the Participant's other
compensation from the Corporation, equals the fair value to the Corporation of
past and present services performed as an employee by such Participant.

       (b)     $5,000 or such amount as determined from time to time by the
Board of Directors of the Corporation.




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                                            ARTICLE IV

                                      DISABILITY BENEFITS

         4.1    Wage Continuation. In the event that a Participant who is an officer shall
become wholly disabled, the Corporation shall pay to the disabled Participant during the first
disability period the same basic compensation which he was receiving immediately prior to the
commencement of his disability, reduced by any disability benefits which are payable to him
under any disability insurance policies on account of disability during each respective pay period
during the first disability period. If the period of his continuous disability extends beyond the first
disability period, the Corporation shall thereafter pay to the disabled Participant during the
second disability period an amount equal to seventy-five (75%) percent of his basic
compensation, reduced by any insurance benefits which are payable to him from any disability
insurance policies on account of disability during each respective calendar month of the second
disability period. If the Period of continuous disability of a Participant extends beyond the
second disability period, he shall be entitled to continue to receive wages only to the extent of
the benefits which he receives under any disability insurance policies.

         4.2     Partial Disability. In the event of partial disability of a Participant who is an
officer, the Corporation shall pay to the disabled Participant during such period of partial
disability the same basic compensation which he was receiving prior to the commencement of
his disability, reduced by any disability benefits which are payable to him from any disability
insurance policies on account of disability during the respective pay periods. Notwithstanding
the foregoing, if the disabled Participant is absent from work for sixty (60) working days which
are not separated by a period of ninety (90) consecutive days during which the Participant
worked on a full time basis, the Participant shall be entitled to continue to receive wages
thereafter only to the extent of wages due to him for work actually performed during the period of
partial disability, together with any benefits which he receives under any disability insurance
policies.

     4.3    Covered Period.            This Plan shall provide disability benefits for disability
commenced after the date hereof.

                                            ARTICLE V

                            BENEFITS OF LIMITED PARTICIPANTS

        Notwithstanding any provision herein to the contrary, the benefits payable with respect to
any Limited Participant who neither is an officer of the Corporation nor otherwise satisfies the
requirements of being a Participant in the Plan shall be limited to payment by the Corporation of
the premiums for health insurance in accordance with the terms and conditions of the group
health insurance plan, if any, maintained by the Corporation.

                                            ARTICLE VI

                                             GENERAL

       6.1    Funding with Insurance. In connection with the Corporation's obligations to
reimburse medical expenses and continue wages as provided herein, the officers of the
Corporation are authorized to purchase and pay the premiums for, or reimburse Participants for


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the purchase of and payments of premiums for, such insurance policies as may be determined
by the directors of the Corporation to be advisable to fund the said obligations.

       6.2     Funding from General Assets. To the extent that benefits provided under this
Plan are not funded by insurance as provided in Paragraph 6.1, such benefits shall be funded by
payments from the general assets of the Corporation.

        6.3     Excepted Injury and Sickness. In no event shall any benefits be paid under
this Plan for any injury or sickness:

              (a)   incurred when an employee was engaged in, or resulting from his
       having engaged in a criminal enterprise,

               (b)     resulting from an employee's habitual drunkenness or addiction to
       narcotics, or

               (c)     resulting from an employee's self-inflicted injury.

        6.4     Administration.          The      Administrator    of    this    Plan shall  be
*__________________________, or such other person or persons as may be designated from
time to time by the Board of Directors of the corporation. The administrator will be responsible
for the control and management of the Plan and, except as otherwise provided herein, any action
on the part of the Administrator shall be final and conclusive on all Participants.

       6.5     Claims Procedure.         The claims procedure hereinafter set forth shall be
applicable with respect to the Plan.

                (a)    Filing of a Claim. Not later than thirty (30) days following the last
       day of each Plan Year each Participant shall submit to the Administrator an
       itemized list of the expenses for medical care for which the Participant is claiming
       reimbursement on account of the payment thereof during the prior plan year or
       any portion thereof, together with a signed statement specifying the reimbursable
       transportation and parking expenses. In the case of a Participant who is an
       officer, the itemized list shall identify those expenses incurred for diagnostic
       procedures. The Administrator may require a Participant to furnish notices, bills
       or other evidence in connection with any one or more of the itemized expenses or
       the payment thereof.

               (b)      Notification to Claimant of Decision. If a claim is wholly or partially
       denied, notice of the decision, meeting the requirements of subsection (C)
       following, shall be furnished to the claimant within a reasonable period of time
       after receipt of the claim by the Administrator.

              (c)    Every claimant who is denied a claim for benefits shall be provided
       by the Administrator with written notice setting forth, in a manner calculated to be
       understood by the claimant, the following:

                       (i)     The specific reason or reasons for the denial;

                       (ii)    The specific reference to pertinent Plan provision on


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               which the denial is based;

                      (iii)   A description of any additional material or
               information necessary for the claimant to perfect the claim and an
               explanation of why such material or information is necessary; and

                       (iv)     An explanation of the Plan's claim review procedure
               as set forth in subsection (d) following.

               (d)     Review Procedure.        A claimant (or his duly authorized
       representative) may request a review of the denial of the claim by filing a written
       application for review with the Board of Directors of the Corporation at any time
       within sixty (60) days following receipt by the claimant of written notice of the
       denial of his claim. The Board of Directors may hold a hearing or otherwise
       ascertain such facts as it deems necessary and shall render a decision which
       shall be binding upon all parties. The decision of the Board of Directors shall be
       in writing and a copy thereof shall be sent by certified mail to the claimant and
       the Administrator within ninety (90) days after the receipt by the Board of the
       notice of review, unless special circumstances require a reasonable extension of
       such ninety (90) day period. The written decision shall include specific reasons
       for the decision, written in a manner calculated to be understood by the claimant,
       and specific references to the pertinent Plan provisions on which the decision is
       based.

        6.6     Non-Alienation. No benefit payable at any time under the Plan shall be subject
to alienation, sale, transfer, assignment, pledge, attachment or encumbrance of any kind.

       6.7     Amendment of Plan. The Corporation reserves the right at any time and from
time to time to amend in whole or in part or all of the provisions of the Plan by resolution of its
Board of Directors and each such modification or amendment shall become effective as of the
date specified by the Board of Directors in said resolution.

       6.8     Gender. As used herein, the masculine shall include the feminine and neuter,
and the singular, the plural, and vice versa, whenever such meanings would be appropriate.

DATED this ______ day of __________________, 19__.


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                                             By:____________________________




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