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Preview Full Doc	2003	Strategic Relationship Agreement Strategic Relationship Agreement (84K) Doc #184377: Click preview link for longer preview. STRATEGIC RELATIONSHIP AGREEMENT This STRATEGIC RELATIONSHIP AGREEMENT ("Agreement") is made and entered into this 7th day of April, 2003, by and between Health Net, Inc., a Delaware corporation ("Health Net") and SafeGuard Health Enterprises, Inc., a Delaware corporation ("SafeGuard"). RECITALS -------- WHEREAS, Health Net, through its Subsidiaries, is authorized to offer the Health Net Products (as defined herein) for sale in the Territory (as defined herein); WHEREAS, SafeGuard desires to make the Health Net Products available for sale by the SafeGuard Marketing Force (as defined herein) in the Territory; WHEREAS, Health Net is willing to make the Health Net Products available for sale in the Territory by the SafeGuard Marketing Force; WHEREAS, SafeGuard through its Subsidiaries is authorized to offer the SafeGuard Dental Products (as defined herein) for sale in the Territory; WHEREAS, SafeGuard is willing to make the Health Net Branded Products (as defined herein) available for sale by the Health Net Marketing Force (as defined herein) in the Territory; and WHEREAS, pursuant to the Purchase and Sale Agreement by and between Health Net and SafeGuard dated April 7, 2003, Health Net and SafeGuard agreed to enter into a strategic relationship agreement at the Closing to promote and facilitate the sale of Health Net Branded Products through the Health Net Marketing Force and the sale of Health Net Products through the SafeGuard Marketing Force. NOW THEREFORE, in consideration of the mutual agreements contained herein, the sufficiency of which is hereby acknowledged, and in consideration of the performance by the parties of their obligations under this Agreement, the parties agree as follows: ARTICLE I DEFINITIONS ----------- Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given such terms in the Purchase and Sale Agreement. For purposes of this Agreement, the following terms shall have the meanings specified below (definitions are applicable to both the singular and the plural form of each term defined herein). "Ancillary SafeGuard Products" means dental HMO products, dental PPO and ------------------------------ dental indemnity products developed by SafeGuard with benefit designs and rate structures that differentiate such products from the SafeGuard Dental Products offered generally by SafeGuard -1- {PAGE} in the Territory and which shall be sold exclusively by the Health Net Marketing Force only to Health Net Clients. "Benchmark Products" means those SafeGuard Dental Products that are ------------------- determined by the parties to be materially similar to the Health Net Branded Products as of the Effective Date. "Branding" shall have the meaning set forth in Section 2.7. -------- "Change of Control" means the acquisition, in a single transaction or in a ------------------- series of related transactions, by a person, an entity or a group of persons or entities acting in concert of fifty-one percent (51%) or more of the voting securities of a party, or fifty-one percent (51%) or more of the aggregate value of the assets of a party. "Contractholder" means an employer or individual in the Territory who or -------------- which executes an enrollment agreement with respect to any Product subject to this Agreement. "Dispute" shall have the meaning set forth in Section 9.1. ------- "Eligible Employee" means an employee who is eligible to enroll in a group ------------------ Product issued to a Contractholder. "Effective Date" means the Closing Date of the Purchase and Sale Agreement --------------- by and between Health Net and SafeGuard dated as of April 7, 2003. "Health Net Branded Products" means SafeGuard dental HMO Products, ------------------------------ SafeGuard dental PPO Products or SafeGuard dental indemnity Products selected by Health Net to market through the Health Net Marketing Force in the Territory after the Effective Date with the Branding of Health Net and issued, underwritten and administered by either SafeGuard Health Plans, Inc. or SafeHealth Insurance Company. "Health Net Clients" shall have the meaning set forth in Section 2.1. -------------------- "Health Net Dental Products" means the dental HMO Products offered in the ----------------------------- Territory as of the Effective Date by Health Net Dental, Inc., the dental PPO Product offered in Oregon by Health Net Health Plan of Oregon, Inc., the dental indemnity Product offered in Arizona by Health Net of Arizona, Inc. and the dental PPO and dental indemnity Products offered in the Territory as of the Effective Date by Health Net Life Insurance Company. "Health Net Indemnities" shall have the meaning set forth in Section 8.1. ------------------------ "Health Net Marketing Force" means (i) employees of Health Net or its ----------------------------- Subsidiaries who are licensed in one or more states within the Territory to sell Products in any state within the Territory; (ii) any agents under contract with any Health Net Subsidiary who or which are licensed in one or more states within the Territory and authorized to sell Products on behalf of any Health Net Subsidiary in any of the states within the Territory; and (iii) any independent brokers who or which are licensed in one or more states within the Territory to sell Products and who or which are authorized to represent specific purchasers 184377	Health Net Health Net, Inc. ( Accident & Health Insurance ) As referenced in this Strategic Relationship Agreement: Health Net, Inc – 2003 --------------------------------------------------------------------- STRATEGIC RELATIONSHIP AGREEMENT This STRATEGIC RELATIONSHIP AGREEMENT ("Agreement") is made and entered into this 7th day of April, 2003, by and between Health Net, Inc ., a Delaware corporation ("Health Net") and SafeGuard Health Enterprises, Inc., a Delaware corporation ("SafeGuard"). RECITALS -------- WHEREAS, Health Net, through its Subsidiaries, is _____________ Health Net, Inc – 901 Main Street, Ste. 4300 Dallas, Texas 75202-3794 Tel: (214) 651-4525 Fax: (214) 659-4023 (b) if to Health Net to: Health Net, Inc . Attn: General Counsel 21650 Oxnard Street Woodland Hills, California 91367 Tel: (818) 676-7601 Fax: (818) 676-7503 with a copy to: _____________ HEALTH NET, INC – WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. HEALTH NET, INC . By: /s/ B. Curtis Westen ------------------------------------- Name: B. Curtis Westen Title: Senior Vice President, General Counsel and Secretary SAFEGUARD HEALTH ENTERPRISES, INC. By: / _____________ Health Net, Inc – BUSINESS ASSOCIATE ADDENDUM This Business Associate Addendum (the "Addendum") supplements and is made a part of the Strategic Relationship Agreement by and between Health Net, Inc . and SafeGuard Health Enterprises, Inc. (the "Agreement"), and is effective as of the Effective Date of the Agreement. RECITALS A. The parties _____________ dt 230835 ; Safeguard Health Safeguard Health Enterprises Inc. ( Accident & Health Insurance ) As referenced in this Strategic Relationship Agreement: SafeGuard Health Enterprises, – is made and entered into this 7th day of April, 2003, by and between Health Net, Inc., a Delaware corporation ("Health Net") and SafeGuard Health Enterprises, Inc., a Delaware corporation ("SafeGuard"). RECITALS -------- WHEREAS, Health Net, through its Subsidiaries, is authorized to offer the Health Net Products (as defined _____________ SafeGuard Health Enterprises, – of such respective type). Notices shall be effective upon receipt and shall be addressed as follows: -17- {PAGE} (a) if to SafeGuard to: SafeGuard Health Enterprises, Inc. 95 Enterprise, Suite 100 Aliso Viejo, California 92656 Attn.: James E. Buncher President and Chief Executive Officer Tel: (949) 425-4100 _____________ SafeGuard Health Enterprises, – Executive Officer Tel: (949) 425-4100 Fax: (949) 425-4101 with a copy to: Ronald I. Brendzel Senior Vice President and General Counsel SafeGuard Health Enterprises, Inc. 95 Enterprise, Suite 100 Aliso Viejo, California 92656 Tel: (949) 425-4110 Fax: (949) 425-4586 and David K. Meyercord Strasburger _____________ SAFEGUARD HEALTH ENTERPRISES, – first above written. HEALTH NET, INC. By: /s/ B. Curtis Westen ------------------------------------- Name: B. Curtis Westen Title: Senior Vice President, General Counsel and Secretary SAFEGUARD HEALTH ENTERPRISES, INC. By: /s/ James E. Buncher ------------------------------------- Name: James E. Buncher Title: President and Chief Executive Officer By: /s/ Stephen J. Baker ------------------------------------- Name: _____________ SafeGuard Health Enterprises, – Business Associate Addendum (the "Addendum") supplements and is made a part of the Strategic Relationship Agreement by and between Health Net, Inc. and SafeGuard Health Enterprises, Inc. (the "Agreement"), and is effective as of the Effective Date of the Agreement. RECITALS A. The parties may disclose certain information _____________ dt 231034 ;	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Strategic Relationship Agreement: Sonnenschein – Tel: (818) 676-7601 Fax: (818) 676-7503 with a copy to: Kenneth B. Schnoll Sonnenschein Nath & Rosenthal 685 Market Street San Francisco, CA 94105 Tel: (415) 882-0210 Fax: (415) dt 31271
Preview Full Doc	2003	Strategic Relationship Agreement [Amended and Restated] Strategic Relationship Agreement [Amended and Restated] (118K) Doc #292434: Click preview link for longer preview. AMENDED AND RESTATED STRATEGIC RELATIONSHIP AGREEMENT This Amended and Restated Strategic Relationship Agreement ("Agreement") is made and entered into this 31st day of October, 2003, by and among Health Net, Inc., a Delaware corporation ("HNI"), Health Net Life Insurance Company, a California domiciled life and disability insurance company ("HNL") (HNI and HNL are jointly referred to herein as "Health Net"), SafeGuard Health Enterprises, Inc., a Delaware corporation ("SFGD"), SafeHealth Life Insurance Company, a California domiciled life and health insurance company, SafeGuard Health Plans, Inc., a California specialized Knox-Keene Health Care Service Plan, Health Net Dental, Inc., a California specialized Knox-Keene Health Care Service Plan ("HND") and Health Net Vision, Inc. ("HNV") (SafeGuard Health Enterprises, Inc., SafeGuard Health Plans, Inc., SafeHealth Life Insurance Company, HNV and HND are jointly referred to herein as "SafeGuard"). RECITALS -------- WHEREAS, pursuant to the terms and subject to the conditions set forth in the Purchase and Sale Agreement by and between HNI and SFGD dated April 7, 2003, inter alia, SFGD agreed to purchase from HNI and HNI agreed to sell to SFGD, all the issued and outstanding stock of HND (the "Purchase and Sale Agreement"). WHEREAS, pursuant to the terms of the Purchase and Sale Agreement, HNI and SFGD agreed to enter into a strategic relationship agreement at the Closing to promote and facilitate the sale of Health Net Branded Products through the Health Net Marketing Force and the sale of Health Net Products through the SafeGuard Marketing Force. WHEREAS, HNI and SFGD are parties to a Strategic Relationship Agreement dated as of April 7, 2003 (the "Strategic Relationship Agreement"). WHEREAS, HNI and SFGD wish to amend and completely restate the Strategic Relationship Agreement and to supersede in its entirety the Strategic Relationship Agreement with this Amended and Restated Strategic Relationship Agreement. NOW THEREFORE, in consideration of the mutual agreements contained herein, the sufficiency of which is hereby acknowledged, and in consideration of the performance by the parties of their obligations under this Agreement, the parties agree as follows: ARTICLE I DEFINITIONS ----------- Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given such terms in the Purchase and Sale Agreement. For purposes of this Agreement, the following terms shall have the meanings specified below (definitions are applicable to both the singular and the plural form of each term defined herein). "Aggregate Payment Amount" shall have the meaning set forth in Section 6.3. ------------------------ 1 {PAGE} "Ancillary SafeGuard Products" means dental HMO products, dental PPO and ------------------------------ dental indemnity products developed jointly by SafeGuard and Health Net with benefit designs and rate structures that differentiate such products from the SafeGuard Dental Products offered generally by SafeGuard in the Territory and which shall be sold exclusively by the Health Net Marketing Force only to Health Net Clients. "Benchmark Products" means those SafeGuard Dental Products that are ------------------- determined by the parties to be materially similar to the Health Net Branded Products as of the Effective Date and set forth on Schedule 5.1. ------------- "Branding" shall have the meaning set forth in Section 2.7. -------- "Bundled Product" means a Health Net Medical Product that also provides ---------------- coverage for dental services and dental products in a single policy or contract form that is issued and underwritten by a single Health Net Affiliate and under which the dental benefits are administered by HND. "Change of Control" means the acquisition, in a single transaction or in a ------------------ series of related transactions, by a person, an entity or a group of persons or entities acting in concert of fifty-one percent (51%) or more of the voting securities of a party, or fifty-one percent (51%) or more of the aggregate value of the assets of a party. "Contractholder" means an employer or individual in the Territory who or -------------- which executes an enrollment agreement with respect to any Product subject to this Agreement. "Copayment or Coinsurance" means the specific payment that a Subscriber is ------------------------- required to make to a provider at the time Covered Dental Services are provided and which the provider is required to collect. "Covered Dental Services" means those dental services or supplies to which ------------------------ a Subscriber is entitled pursuant to the terms of the Subscriber's Health Net Branded Product. "Dental Provider" means a dentist, dental health service provider, or a ---------------- dental product provider who or which is a party to a contract with any SafeGuard Affiliate to provide dental services or dental products to Subscribers enrolled in a Health Net Branded Product. "Dispute" shall have the meaning set forth in Section 9.1. ------- "Eligible Employee" means an employee who is eligible to enroll in a group ------------------ Product issued to a Contractholder. "Effective Date" means the Closing Date of the Purchase and Sale Agreement. -------------- "Existing Dental or Vision Products" shall have the meaning set forth in ------------------------------------- Section 5.8. "Health Care Costs" means the capitation and claims paid to Dental ------------------- Providers for Covered Dental Services. 292434	Health Net Health Net, Inc. ( Accident & Health Insurance ) As referenced in this Strategic Relationship Agreement [Amended and Restated]: Health Net, Inc – AGREEMENT This Amended and Restated Strategic Relationship Agreement ("Agreement") is made and entered into this 31st day of October, 2003, by and among Health Net, Inc ., a Delaware corporation ("HNI"), Health Net Life Insurance Company, a California domiciled life and disability insurance company ("HNL") (HNI and HNL are _____________ Health Net, Inc – 901 Main Street, Ste. 4300 Dallas, Texas 75202-3794 Tel: (214) 651-4525 Fax: (214) 659-4023 (b) if to Health Net to: Health Net, Inc . Attn: General Counsel 21650 Oxnard Street Woodland Hills, California 91367 Tel: (818) 676-7601 Fax: (818) 676-7503 24 {PAGE} with a _____________ HEALTH NET, INC – WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. HEALTH NET, INC . By: /s/ B. Curtis Westen ----------------------------------- Name: B. Curtis Westen Title: Senior Vice President, General Counsel and Secretary HEALTH NET LIFE INSURANCE COMPANY _____________ Health Net, Inc – This Business Associate Addendum (the "Addendum") supplements and is made a part of the Amended and Restated Strategic Relationship Agreement by and among Health Net, Inc ., Health Net Life Insurance Company, SafeGuard Health Enterprises, Inc., SafeHealth Life Insurance Company, SafeGuard Health Plans, Inc., Health Net Vision, Inc. and _____________ dt 230848 ; Safeguard Health Safeguard Health Enterprises Inc. ( Accident & Health Insurance ) As referenced in this Strategic Relationship Agreement [Amended and Restated]: SafeGuard Health Enterprises, – Life Insurance Company, a California domiciled life and disability insurance company ("HNL") (HNI and HNL are jointly referred to herein as "Health Net"), SafeGuard Health Enterprises, Inc., a Delaware corporation ("SFGD"), SafeHealth Life Insurance Company, a California domiciled life and health insurance company, SafeGuard Health Plans, Inc., a _____________ (SafeGuard Health Enterprises, – Care Service Plan, Health Net Dental, Inc., a California specialized Knox-Keene Health Care Service Plan ("HND") and Health Net Vision, Inc. ("HNV") (SafeGuard Health Enterprises, Inc., SafeGuard Health Plans, Inc., SafeHealth Life Insurance Company, HNV and HND are jointly referred to herein as "SafeGuard"). RECITALS -------- WHEREAS, pursuant _____________ SafeGuard Health Enterprises, – for communications of such respective type). Notices shall be effective upon receipt and shall be addressed as follows: (a) if to SafeGuard to: SafeGuard Health Enterprises, Inc. 95 Enterprise, Suite 100 Aliso Viejo, California 92656 Attn.: James E. Buncher President and Chief Executive Officer Tel: (949) 425-4100 _____________ SafeGuard Health Enterprises, – Executive Officer Tel: (949) 425-4100 Fax: (949) 425-4101 with a copy to: Ronald I. Brendzel Senior Vice President and General Counsel SafeGuard Health Enterprises, Inc. 95 Enterprise, Suite 100 Aliso Viejo, California 92656 Tel: (949) 425-4110 Fax: (949) 425-4586 and David K. Meyercord Strasburger _____________ SAFEGUARD HEALTH ENTERPRISES, – Westen Title: Senior Vice President, General Counsel and Secretary HEALTH NET LIFE INSURANCE COMPANY By: /s/ Douglas King ----------------------------------- Name: Douglas King Title: President SAFEGUARD HEALTH ENTERPRISES, INC. By: /s/ Ronald I. Brendzel ----------------------------------- Name: Ronald I. Brendzel Title: Senior Vice President, General Counsel and Secretary 27 {PAGE} SAFEHEALTH LIFE _____________ dt 231055 ;	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Strategic Relationship Agreement [Amended and Restated]: Sonnenschein Nath – Oxnard Street Woodland Hills, California 91367 Tel: (818) 676-7601 Fax: (818) 676-7503 24 {PAGE} with a copy to: Kenneth B. Schnoll Sonnenschein Nath & Rosenthal, L.L.P. 685 Market Street San Francisco, CA 94105 Tel: (415) 882-0210 Fax: (415) 543-5472 Section 10.14. _____________ dt 241542
Preview Full Doc	2000	Trust Relationship Agreement Trust Relationship Agreement (188K) Doc #1611023: Click preview link for longer preview. <TEXT> AMENDED AND RESTATED TAX MATTERS AND AMENDED TRUST RELATIONSHIP AGREEMENT THIS AMENDED AND RESTATED TAX MATTERS AND AMENDED TRUST RELATIONSHIP AGREEMENT (this "Agreement"), dated as of December 19, 2000, between Johns Manville Corporation, a Delaware corporation (the "Company"), and Manville Personal Injury Settlement Trust, a New York trust (the "Trust"). WHEREAS, the Company is a party to the Amended and Restated Manville Personal Injury Settlement Trust Agreement, dated as . . . 1611023	Berkshire Berkshire Hathaway Inc. ( Property & Casualty Insurance ) As referenced in this Trust Relationship Agreement: Berkshire Hathaway Inc – Acquisition Subsidiary and the Company. "Offer" shall have the meaning set forth in the Merger Agreement. "Order" shall have the meaning set forth in Section 6.1(c). "Parent" means Berkshire Hathaway Inc ., a Delaware corporation. "SCB" shall mean the Selected Counsel for the Beneficiaries appointed pursuant to the Second Amended and Restated Plan of Reorganization of the Company. "Statutory Tax Provision" _____________ Berkshire Hathaway Inc – the Company and the Trustees are parties to the Amended and Restated Manville Personal Injury Settlement Trust Agreement, dated as of April 29, 1997 (the "Trust Agreement"); WHEREAS, the Company, Berkshire Hathaway Inc ., a Delaware corporation ("Parent") and J Acquisition Corporation, a Delaware corporation ("Acquisition subsidiary") have entered into the Agreement and Plan of Merger, dated as of December 19, 2000 (the " _____________ dt 1702173 ;	Johns Manville Johns Manville Corp /New/