2004 S Personnel - MAGELLAN BEHAVIORAL HEALTH, INC Employee Assistance Program Contract Renewal

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ARTICLE V DEFINITIONS For the purposes of this Agreement, the following terms shall have the meanings specified or referred to below. 5.1 "Affiliate" means a legal entity related by common ownership, management or control. 5.2 "A~reement" means this Services Agreement, including the Fee Schedule and Conditions of Offer attached as Addendum C and all other appendices, exhibits and schedules hereto, which are hereby incorporated herein by this reference. 5.3 " CISD" or "Critical Incident Stress Debriefing" means response to and consultation in connection with a sudden, unanticipated incident or circumstance that produces a high degree of distress in the affected workplace of Sponsor or an immediate or delayed emotional reaction by Participants, including Employees, that surpasses normal coping mechanisms. 5.4 "COBRA Continuee" means any natural person eligible to receive benefits under EAP by virtue of electing to continue group health benefits under the Consolidation Omnibus Budget Reconciliation Act or 1985 (COBRA). 5.5 "Contract Anniversary Date" shall mean the date that is two years after the Effective Date and each subsequent anniversary of such date. 5.6 "Contract Year" shall mean the contract period, commencing with the Effective Date or a Contract Anniversary Date, as applicable, and ending twelve months later. 5.7 "Dependent" means any natural person residing with an Employee on anon-commercial basis. 5.8 "EAP Clinician" means an employee of Magellan or of an Affiliate of Magellan who is a clinical professional licensed or certified under applicable state law to provide treatment in the azeas of mental health and substance abuse. 5.9 "Effective Date",shall mean that date first set forth at the beginning of this Agreement, which shall be no sooner than thirty (30) days following notice to Magellan of Sponsor's intent to enter this Agreement. 5.10 "EmQloyee" means any natural person eligible to receive Services by virtue of being a current employee or COBRA Continuee of Sponsor. 5.11 "Employee Assistance Program Services" or "EAP Services" means those Services described in Section 1.1(a) to this Agreement. 5.12 "Employee Count" shall mean the number of Sponsor's Employees. 5.13 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 5.14 "Fee Schedule" means that schedule of fees and charges attached to this Agreement as Addendum C and describing the fees and charges payable to Magellan by Sponsor pursuant to this Agreement. 5.15 "Le ag 1 Requirement" means any law, statute, ordinance, decree, requirement, order, treaty, proclamation, convention, rule or regulation (or any amendment or administrative or judicial interpretation of any of the foregoing) of any federal, state or local governmental authority of competent jurisdiction. Magellan Behavioral Health, Inc. 7 Rev. 3/08/04 Growing Business Services Agreement