Vera Whole Health 6/7/2019 - Laserfiche WebLink

1. Clinic Year. A"Clinic Year"is the period of Clinic Services measured in the first year by the fist day of the month following Services Commencement Date through December 31,2020("Clink Year 1"),and each year thereafter the 12 month period starting January 1 and ending December 31 ("Clinic Year 2" and "Clinic Year 3", respectively). For example, if Services Commencement ate is January 28, 2020, the Clinic Year 1 starts February! and ends December 31,2020,and C inic Year 2 starts January 1,2021 and ends December 31,2021. 2. Conditional Fee Refund Period. The "Conditional Fee Refund Period" is the first three Clinic Years,ending on December 31,2022. (c) Conditional Fee Refund. Vera will refund none, some or all of the aggregate Admin PPPM Fees for the Conditional Fee Refund Period,as set forth in this Section 1.3(c). 1. Calculation of Expected PPPM Cost for the Conditional Fee Refund Period. Vera will calculate the Expected PPPM Cost per the following method: (i) "Per Participant per Month Baseline Amount"means the average monthly cost of medical and drug prescription claims during the 24 months prior to January 1,2020,excluding any claimants over$200,000,divided by the average number of covered members on Employer's health plan for each month during that same 24-month period. (ii) "Segal Health Cost Trend"means the Segal national trend survey for 2019 which is as follows: 7.1%for medical costs 7.5%for pharmacy costs The parties agree that the Segal Health Cost Trend will be fixed at such 2019 percentages for all calculations for the Conditional Fee Refund. (iii) "Expected PPPM Cost"for each Clinic Year for medical and pharmacy during the Conditional Fee Refund Period is calculated as follows: Clinic Year 1:the Per Participant per Month Baseline Amount multiplied by(1 + Segal Health Cost Trend); Clinic Year 2: the Clinic Year 1 Expected PPPM Cost multiplied by(1+Segal Health Cost Trend), Schedule 2, Page 3