2011-273 Co. Mgr. - RDS Services, LLC - Agreement for Early Retiree Reinsurance Program Services

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EXHIBIT C COMPENSATION RDS' compensation for the services provided pursuant to the Agreement shall be: I. Reinsurance Subsidy Services. For the RDS Services as described in Sections 1, 2 and 3 of Exhibit A to this Agreement, the fee for such RDS Services shall be equal to a percent (based on the sliding percent scale below)of the amount of each Reinsurance Subsidy payment received by Plan Sponsor from HHS as a result of any Reinsurance Subsidy Application prepared by RDS or reimbursement requests made by RDS pursuant to this Agreement. SUMOYRECOVERED FEE% $0 to$100,000 20% 100,001 to 500,000 10% $500,001 to$2,000,000 5% Over$2,000,000 2% * Annual Fee maximum shall not exceed$200,000 For purposes of clarifying the foregoing language and table, it is understood that: 1. Fees shall be paid to RDS based on this Agreement after the Plan Sponsor receives a subsidy payment as stated in paragraph 1.03. 2. The percentage(s) to be used to calculate RDS' Fees based on particular subsidy payment shall be based on the aggregate amount of subsidy payments the Plan Sponsor has already received from HHS as a result of any reimbursement requests made by RDS during the applicable ERRP plan year. It shall also be based on the amount of that particular payment if the payment causes the aggregate amount of subsidy payments to rise into another "SUBSIDY RECOVERED" range. 3. The annual maximum amount of fees to be paid to RDS based on subsidy payments the Plan Sponsor receives from HHS shall be $200,000 for each ERRP plan year.4.The fees to be paid to RDS are not to be calculated by simply multiplying the total "SUBSIDY RECOVERED"by the "FEE%"applicable to the range of the "SUBSIDY RECOVERED" as shown in the above table. Instead, the fee structure is graduated with the fee percentage to be applied to particular payments gradually decreasing as the aggregate amount of payments to the Plan Sponsor increases. Fees paid to RDS shall be reduced by or refunded as a result of claim reversals and adjustments that reduce future recoveries by Plan Sponsor or require re-payment by Plan Sponsor to HHS. However,RDS shall not have its fees reduced and shall not have to refund any fees in the case of claim reversals and adjustments if any of the following apply or applies: 1. RDS does not receive actual or constructive notice from any source that Plan Sponsor will have its future recovery reduced or will have to re-pay an amount recovered. 2. The claim reversal or adjustment stems from the Plan Sponsor's material breach of this Agreement. 3. The claim reversal or adjustment does not stem from: i. any service performed by RDS under this Agreement or any other agreement Plan Sponsor may have in the future with RDS, ii. any reinsurance subsidy application prepared by RDS,or iii. any reimbursement request made by RDS.