EXHIBIT 10(d)
OXFORD INDUSTRIES, INC.
EXECUTIVE MEDICAL PLAN
EFFECTIVE APRIL 14, 2004
OXFORD INDUSTRIES, INC.
EXECUTIVE MEDICAL PLAN
AS AMENDED AND RESTATED
EFFECTIVE AS OF APRIL 14, 2004
Oxford Industries, Inc. hereby amends and restates the Oxford Industries,
Inc. Executive Medical Plan (the "Plan") effective as of April 14, 2004.
SECTION 1
CONSTRUCTION
The headings and subheadings in this Plan document have been set forth for
convenience of reference only and shall have no substantive effect whatsoever.
References to the singular shall include the plural, references to the plural
shall include the singular and references to any section shall be to a section
in this Plan unless otherwise indicated. This Plan shall be construed in
accordance with the laws of the State of Georgia to the extent not preempted by
federal law. This Plan shall not be construed to grant to any persons any rights
against the Company or interest in this Plan in addition to those rights and
interests required to be provided under the Code, ERISA or HIPAA.
SECTION 2
DEFINITIONS
Wherever used in the text of this Plan document, the following capitalized
terms have the following meanings, unless a different meaning is clearly
required by the context.
2.1 Administrative Committee means the group of persons who are appointed by
the Company's Board of Directors to administer the Plan.
2.2 Code means the Internal Revenue Code of 1986, as amended from time to
time. Reference to any section of the Code shall include a reference to
the applicable provision of legislation amending or replacing such
section.
2.3 Coverage Option means each benefit provided under this Plan as described
from time to time in Exhibit A and the related attachments to Exhibit A.
2.4 Covered Person means each individual who is enrolled in and eligible to
receive benefits under the Plan.
2.5 Company means Oxford Industries, Inc.
2.6 ERISA means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute. If an amendment to ERISA renumbers a
section referred to in this Plan, any reference to such section shall
automatically become a reference to such section as renumbered.
2.7 HIPAA means the Health Insurance Portability and Accountability Act of
1996, as amended, and any successor statute. If an amendment to HIPAA
renumbers a section referred to in this Plan, any reference to such
section shall automatically become a reference to such section as
renumbered.
2.8 Plan means this Oxford Industries, Inc. Executive Medical Plan as set
forth in this document and the Exhibits and related attachments, and all
amendments to this document, Exhibits and attachments.
2.9 Plan Year means the calendar year.
SECTION 3
COVERAGE
Each individual who satisfies the eligibility, enrollment and premium
requirements for coverage under a particular Coverage Option (as such
requirements are specified from time to time in Exhibit A and the related
attachments) shall become a Covered Person under this Plan to the extent of
coverage provided under such Coverage Option. Such coverage shall be effective
as of the date a Covered Person completes all action required by the Company to
receive coverage under a Coverage Option, including completion of an enrollment
form, payment of the applicable premium for such coverage and satisfaction of
any requirement to provide evidence of insurability or good health.
SECTION 4
BENEFITS
Benefits shall be provided to each Covered Person in accordance with the
terms and conditions set forth in Exhibit A and the related attachments based on
the Coverage Option elected by or for such Covered Person.
SECTION 5
SOURCE OF BENEFITS
5.1 Insurance Contracts. Coverage provided under each Coverage Option shall be
provided through the purchase of insurance. Any insurance contract to
provide such coverage shall be held in the name of the Company.
5.2 Exclusive Source. Covered Persons shall look solely and exclusively for
the payment of all claims under a Coverage Option to the insurance company
issuing the insurance contract for such Coverage Option. No person shall
have any right or interest or claim whatsoever to the payment of a benefit
under this Plan from any person or source other than such insurance
company.
5.3 Payment to Others. Any payment to or on behalf of a Covered Person, spouse
or beneficiary or to their legal representatives or heirs-at-law, made in
accordance with a provision of this Plan, shall to the extent thereof be
in full satisfaction of all claims under this Plan against the Company.
SECTION 6
CLAIMS
6.1 Claims. All claims for benefits under a Coverage Option shall be made,
processed and paid in accordance with the terms and conditions set forth
in such Coverage Option, and each Covered Person shall file a claim for
such benefit in accordance with the claims procedure set forth in such
Coverage Option. A Covered Person may be required to provide or authorize
the release of such information to this Plan as may be necessary to
process the claim. The Company or insurance company may require a Covered
Person or the person to whom payment is made on behalf of a Covered
Person, as a condition precedent to such payment, to execute a receipt and
release for such payment in such form as may be satisfactory to the
Company.
6.2 Appealing a Claim. Any Covered Person whose claim for benefits under a
particular Coverage Option has been denied shall be provided a reasonable
opportunity for a full and fair review of his or her claim in accordance
with ERISA and the terms of the particular Coverage Option.
No Estoppel of Plan. No person is entitled to any benefit under this Plan
except and to the extent expressly provided under this Plan. The fact that
payments have been made from this Plan in connection with any claim for
benefits under this Plan does not (i) establish the validity of the claim,
(ii) provide any right to have such benefits continue for any period of
time, or (iii) prevent this Plan from recovering the benefits paid to the
extent that the Company determines that there was no right to payment of
the benefits under this Plan. Thus, if a benefit is paid under this Plan
and it is thereafter determined that such benefit should not have been
paid (whether or not attributable to an error by the Covered Person or any
other person), then the Company or insurance company may take such action
as it deems necessary or appropriate to remedy such situation.
6.3 False Statements. The Company shall take such action as it deems
appropriate under the circumstances, including denying benefits altogether
under this Plan, with respect to any person who intentionally provides
false or misleading information with respect to a claim for benefits under
this Plan.
SECTION 7
HIPAA
7.1 Introduction. The Company sponsors this Plan. Members of the Company's
workforce have access to the individually identifiable health information
of individuals for administrative functions of the Plan. HIPAA and its
implementing regulations restrict the Plan's and the Company's ability to
use and disclose Protected Health Information.
7.2 Protected Health Information (PHI). For purposes of this Plan, PHI means
information that is created or received by the Plan or the Company (with
limited exceptions permitted by HIPAA) that relates to the (i) past,
present or future physical or mental health or condition of an individual,
(ii) the provision of health care to an individual or (iii) the past,
present or future payment for the provision of health care to an
individual, and that identifies the individual or for which there is a
reasonable basis to believe that the information can be used to identify
the individual. PHI includes information of persons living or deceased.
The Company shall have access to PHI from the Plan only as permitted by
this Plan or as otherwise required or permitted by HIPAA.
7.3 Permitted Disclosure of Enrollment/Disenrollment Information. The Plan (or
a health insurer or HMO with respect to the Plan) may disclose to the
Company information on whether an individual is participating in the Plan,
or is enrolled or has been disenrolled from an insured Coverage Option or
HMO offered by the Plan.
7.4 Permitted Uses and Disclosures of Summary Health Information. The Plan (or
a health insurance issuer or HMO with respect to the Plan) may disclose
Summary Health Information to the Company, provided that the Company
requests the Summary Health information for the purpose of (a) obtaining
premium bids from health plans for providing health insurance coverage
under the Plan or (b) modifying, amending or terminating the Plan.
"Summary Health Information" means information that (a) summarizes the
claims history, claims expenses or type of claims experience by
individuals for whom the Company provided benefits under this Plan, and
(b) from which the information described at 45 CFR Section
164.514(b)(2)(i) has been deleted, except that the geographic information
described in 45 CFR Section 164.514(b)(2)(i)(B) need only be aggregated to
the level of a five-digit zip code.
7.5 Permitted and Required Uses and Disclosures of Protected Health
Information for Plan Administration Purposes. Unless otherwise permitted
by law, and subject to the conditions of disclosure described in Section
7.6 below and obtaining written certification pursuant to Section 7.8
below, the Plan (or a health insurance issuer or HMO on behalf of the
Plan) may disclose PHI of individuals who participate or have participated
in the Plan to the Company, provided that the Company uses or discloses
such PHI only for plan administration purposes. "Plan Administration
Purposes" means administration functions performed by the Company on
behalf of the Plan, such as quality assurance, claims processing, auditing
and monitoring. Plan administration functions do not include functions
performed by the Company in connection with any other benefit or benefit
plan of the Company, and they do not include any employment-related
functions. Notwithstanding any provision of this Plan to the contrary, in
no event shall the Company be permitted to use or disclose PHI in a manner
that is inconsistent with 45 CFR Section 164.504(f).
7.6 Conditions of Disclosure for Plan Administration Purposes. The Company
agrees that with respect to PHI (other than enrollment/disenrollment
information and Summary Health Information, which are not subject to these
restrictions) disclosed to it by the Plan, the Company shall:
a. not use or further disclose PHI other than as permitted or required
by the Plan or as required by law;
b. ensure that any agent, including a subcontractor, to whom it
provides PHI received from the Plan agrees to the same restrictions
and conditions that apply to the Company with respect to PHI;
c. not use or disclose PHI for employment-related actions or in
connection with any other benefit or employee benefit plan of the
Company;
d. report to the Plan any use or disclosure of the information that is
inconsistent with the uses or disclosures provided for of which it
becomes aware;
e. make available PHI to comply with HIPAA's right to access in
accordance with 45 CFR Section 164.524.
f. make available PHI for amendment and incorporate any amendments to
PHI in accordance with 45CFR Section 164.526.
g. make available to the information required to provide an accounting
of disclosures in accordance with 45 CFR Section 164.528.
h. make its internal practices, books and records relating to the use
and disclosure of PHI received from the Plan available to the
Secretary of Health and Human Services for purposes of determining
compliance by the Plan with HIPAA's privacy requirements.
i. if feasible, return or destroy all PHI received from the Plan that
the Company still maintains in any form and retain no copies of such
information when no longer needed for the purpose for which such
disclosure was made, except that, if such return or destruction is
not feasible, limit further uses and disclosures to those purposes
that make the return or destruction of the information infeasible.
j. ensure that the adequate separation between the Plan and the Company
(i.e., the "firewall") required in 45 CFR Section 164.504(f)(2)(iii)
is satisfied.
7.7 Adequate Separation Between the Plan and the Company. The Company
shall allow the following employees access to PHI:
a. the Company's Privacy Director;
b. members of Corporate Human Resources who work directly with
the Privacy Director on behalf of the Plan;
c. members of corporate and divisional information technology
departments; and
d. members of the Company's internal audit department.
No other member of the Company's workforce shall have access to PHI. These
specified employees or classes of employees shall only have access to and
use PHI to the extent necessary to perform the plan administration
functions that the Company performs for the Plan. In the event that any of
these specified employees do not comply with the provisions of this
Section, that employee shall be subject to disciplinary action by the
Company in accordance with its Privacy Policy.
7.8 Company Certification. The Plan shall disclose PHI to the Company only
upon the receipt of a certification by the Company that the Plan has been
amended to incorporate the provisions of 45 CFR Section 164.504(f)(2)(ii),
and that the Company agrees to the conditions of disclosure set forth in
Section 7.6 hereof.
7.9 Organized Health Care Arrangement. The Company intends the Plan to form
part of an Organized Health Care Arrangement (as defined in 45 CFR Section
160.103) along with any other benefit under a covered health plan (under
45 CFR Section 160.103) provided by the Company or a wholly-owned
subsidiary of the Company.
SECTION 8
NAMED FIDUCIARY
The insurance company issuing a contract under which a Coverage Option is
insured shall be the "named fiduciary" responsible for administering and
controlling such benefits with all the power and discretion accorded to the
Company under this Plan to carry out its responsibilities.
The Company may designate in writing any person, such as a committee or
third party administrator or administrators, to carry out any of its
responsibilities under this Plan. Any such designee shall have the full power
and responsibility of the Company under this Plan to the extent set forth in the
document appointing such person. If the Company appoints a third party
administrator or administrators, the Company may establish one or more accounts
from which such third party administrator or administrators may make benefit
payments pursuant to the terms and conditions of a written agreement between
such third party administrator or administrators and the Company.
SECTION 9
ADMINISTRATION
The Company shall have the complete discretionary authority to control the
operation and administration of this Plan, with all powers necessary to enable
the Company to properly carry out such responsibility, including, but not
limited to, the power to construe the terms of this Plan, to determine a
person's status, coverage and eligibility for benefits, and to resolve all
administrative, interpretive, operational, equitable and other questions that
shall arise in the operation and administration of this Plan, to bring any
action at law or equity to enforce the terms of this Plan and to settle any and
all disputed claims. Except as otherwise provided herein, the Company shall have
the right to authorize the release to, or the gathering from, any other
organization or person any information the Company deems necessary for the
proper administration of the Plan. Any other person designated as responsible
for a particular aspect of the control, management or administration of the Plan
either by written agreement pursuant to Section 8 or as designated in Exhibit A
and related attachments shall have the exclusive responsibility and complete
discretionary authority to control those aspects of the operation and
administration of this Plan with respect to which such designation is made,
including, but not limited to, the power to determine a person's status,
coverage and eligibility for benefits and to resolve all interpretive,
operational, equitable and other questions that shall arise in the operation and
administration of the particular aspect of this Plan over which
such person has such discretionary authority, and to settle any and all disputed
claims that may arise with respect to such aspect of this Plan.
All actions or determinations by the Company or a person designated as
responsible for a particular aspect of the control, management or administration
of this Plan on all matters within the scope of their authority under this Plan
shall be final, conclusive and binding on all persons.
Except as otherwise provided herein, for purposes of implementing the
coordination of benefit provisions of a particular Coverage Option or any other
provision of similar purpose of another plan, or for purposes of determining the
right of any individual to participate in this Plan or the right of any Covered
Person claiming benefits under this Plan to such benefits, the Company, without
the consent of or notice to any such Covered Person or individual, may release
or obtain from any other person, company or organization any information with
respect to such individual or Covered Person which the Company deems to be
necessary for such purposes. Any such individual or Covered Person shall furnish
to the Company or sign a release for such information as may be necessary to
implement this provision.
SECTION 10
EXPENSES
Any expenses related to the operation or administration of this Plan in
providing benefits shall be paid out of the general assets of the Company.
SECTION 11
INDEMNIFICATION
The Company (to the extent permissible under applicable law and consistent
with its charter and bylaws) shall indemnify any employee of the Company
authorized to act on behalf of the Company under this Plan for any liability,
loss, expense, assessment or other cost of any kind or description whatsoever,
including legal fees and expenses, which he or she actually incurs as a result
of acting on behalf of the Company and which is not attributable to fraud,
willful misconduct or negligence by such person.
SECTION 12
AMENDMENT AND TERMINATION
12.1 Amendment. The Company reserves the right at any time and from time to
time to amend this Plan and Exhibits and related attachments in any
respect whatsoever in a writing approved by the Administrative Committee
and signed by an officer of the Company. An amendment may be made
retroactively and may affect the payment of benefits under this Plan.
12.2 Termination. The Company reserves the right at any time to terminate this
Plan in a writing approved by the Administrative Committee and signed by
an officer of the Company. After such termination, neither the Company nor
any Covered Person shall have any obligation or duty whatsoever to make
further premium payments or contributions to this Plan except for those
contributions deemed necessary by the Company to pay the expenses of this
Plan accrued through the date of termination.
SECTION 13
MISCELLANEOUS
13.1 Spendthrift Clause. Except to the extent permitted by law, no benefit
payable under this Plan shall be subject to the claim of any creditor of a
Covered Person or to any legal process by any creditor of such person, and
no Covered Person shall have any right to alienate, commute, anticipate,
or assign all or any portion of any benefit payable under this Plan.
Notwithstanding the foregoing, this Section 13.1 shall not preclude
payment directly to a service provider, if benefits under a Coverage
Option are assignable and the Covered Person makes a valid assignment of
benefits, or the enforcement of a federal tax levy made pursuant to Code
Section 6331, or the enforcement of a Qualified Medical Child Support
Order or the collection of an unpaid tax judgment.
13.2 Legally Incompetent. The Company may in its discretion direct payment to
an incompetent or disabled Covered Person, whether because of minority or
mental or physical disability, to the guardian of such Covered Person, or
to the person having custody of such Covered Person, without further
liability on the part of the Company, its officers, directors, employees
or agents for the amount of the payment.
13.3 Reporting and Disclosure. Except to the extent delegated to another, the
Company shall act as the plan administrator for purposes of satisfying any
reporting and disclosure requirements applicable to this Plan under ERISA.
13.4 Agent for Service of Process. The agent for service of process for this
Plan shall be the person or persons listed as such in Exhibit A and
related attachments.
13.5 Plan Not an Employment Contract. This Plan shall not be a contract of
employment and participation in the Plan shall not give any employee the
right to be retained in the employ of the Company nor, upon termination of
employment, to have any interest in the general assets of the Company
except as expressly provided in the Plan.
13.6 Discrimination. The Company shall take such action as it deems necessary
and appropriate to administer this Plan in a manner which satisfies the
applicable nondiscrimination requirements of the Code to the extent such
requirements are applicable to the benefits provided under this Plan.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed this ______
day of April, 2004.
OXFORD INDUSTRIES, INC.
By:_______________________________________
Thomas C. Chubb III
Vice President - Law and Administration
EXHIBIT A
OXFORD INDUSTRIES, INC. EXECUTIVE MEDICAL PLAN
The following coverage options shall be available under this Plan:
1. Medical Coverage as provided under an insurance contract with Exec-U-Care
as described in Attachment One.