ex102.htm


    EXHIBIT
10.2

    Sun
Healthcare Group, Inc. Supplemental Bonus Plan

    


    Effective
July 1, 2009, supplemental incentive bonuses of Executives of Sun and of
SunBridge shall be determined pursuant to this plan.  This plan is
intended to provide bonuses that qualify for the performance-based compensation
exemption of Section 162(m) (“Section 162(m)”) of the
Internal Revenue Code of 1986, as amended.  This plan is adopted under
Section 5.2.2 of Sun’s 2009 Performance Incentive Plan (the “Plan”), and bonuses awarded
under this plan shall be awards under the Plan that are subject to all of the
terms and conditions of the Plan.

    


    The
supplemental incentive bonus (the “Supplemental Bonus”)
of an Executive for the six-month period ending December 31, 2009 (the “Applicable
Period”) shall be based on the criteria set forth
below.   Supplemental Bonuses will be paid in addition to
compensation payable under other compensation agreements and
plans.  The Supplemental Bonus will be based upon achievement of the
targets described below.

    


    1.           EPS.  The Committee
has established a target of $.53 for Sun’s consolidated earnings per share
(“EPS”)
for the Applicable Period (the EPS target is referred to as the “Target”).  EPS shall
be measured using the normalized actual EPS of Sun as published by Sun in its
press releases announcing financial results for the quarter ending September 30,
2009 and the quarter ending December 31, 2009, which normalizing adjustments
consist of actuarial adjustments for self insurance for general and professional
liability, EPS attributable to discontinued operations, and nonrecurring costs
related to acquisitions and other similar events. When determining whether
the Target has been achieved, the Committee shall make adjustments to the Target
to eliminate the effect of discontinued operations or any change in accounting
policies or practices.

    


    The amount of the Supplemental
Bonus shall be based upon normalized actual EPS attained as a percentage of the
Target.  The Supplemental Bonuses will be determined as follows
(percentages in the tables are percentages of base salary as of the last day of
the Applicable Period):

     

    
      	 Name	 Position	 60%
      of target	 100%
      of target	 115%
      of target
	
              R.
      Matros

            	
              Chairman
      & 
CEO

            	
              11%

            	
              17%

            	
              28%

            
	
              W.
      Mathies

            	
              COO
      
SunBridge

            	
              9%

            	
              14%

            	
              23%

            
	
              B.
      Shaul

            	
              CFO

            	
              9%

            	
              13%

            	
              23%

            
	
              C.
      Hunker

            	
              Ch.
      Comp. & 
Ch. Risk Off.

            	
              9%

            	
              13%

            	
              23%

            
	
              M.
      Newman

            	
              GC

            	
              9%

            	
              13%

            	
              23%

            
	
              C.
      Chrispell

            	
              SVP,
      HR

            	
              6%

            	
              9%

            	
              16%

            


    

    


    


    If
normalized actual EPS is less than 60% of the Target, no Supplemental Bonus will
be paid to any Executive.  If normalized actual EPS exceeds 115% of
the Target, each Supplemental Bonus will equal the percentage of base salary set
forth in the last column of the table above.  If normalized actual EPS
is greater than 60% of the Target but less than 100% of the Target, or


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    greater than 100% but less than
115%, the amount of the Supplemental Bonus will be prorated on a straight-line
basis between the amounts shown in the applicable columns of the
table.


    In no
case, however, shall the amount of any Supplemental Bonus exceed (i) the amount
that has been accrued for such Supplemental Bonus in the calculation of EPS and
(ii) the applicable limit set forth in Section 5.2.3 of the
Plan.  Notwithstanding the foregoing, no Supplemental Bonus shall be
paid to any Executive if normalized EPS for the three months ending December 31,
2009 is less than $.20 per share.

    


    2.           Committee Certification and Timing of
Payment.  As soon as practicable after the end of the
Applicable Period, the Committee shall determine the amount of Sun’s normalized
actual EPS for the Applicable Period and normalized actual EPS for the quarter
ending December 31, 2009.  No Supplemental Bonus shall be paid to an
Executive unless and until the Committee has certified, by resolution or other
appropriate action in writing, the normalized actual EPS earned by Sun for the
Applicable Period, the normalized actual EPS earned by Sun for the quarter
ending December 31, 2009, the normalized actual EPS earned by Sun for the
Applicable Period as a percentage of the Target and the amount of the
Supplemental Bonus earned by each Executive.  Any Supplemental Bonus
shall be paid to each Executive as soon as practicable after completion of the
2009 year-end audit and following the Committee’s certification described above
(but in no event later than March 15, 2010).

    


    3.           Recoupment of Bonus
Payments.  A Supplemental Bonus paid to an Executive is subject
to recoupment, to the extent determined to be appropriate by the Committee, if
each of the following circumstances occur: (1) the amount of the Supplemental
Bonus was calculated based on the achievement of EPS, the calculation of which
was based on financial statements that are subsequently the subject of an
accounting restatement due to noncompliance with any financial reporting
requirement under the securities laws; (2) fraud or intentional misconduct by
any Executive, or any officer or employee that reports to an Executive was a
significant contributing factor to such noncompliance; and (3) the restated
financial statements are issued and completed prior to the issuance and
completion of the financial statements for the 2012 fiscal year.  In
such circumstances, a Supplemental Bonus will be subject to recoupment only to
the extent a lesser Supplemental Bonus would have been paid to an Executive
based upon EPS, as restated, and only as to the net amount of such portion of
the Supplemental Bonus after reduction for the Executive’s tax liability on that
portion of the Supplemental Bonus.  By accepting a Supplemental Bonus,
each Executive agrees to promptly make any Supplemental Bonus reimbursement
required by the Committee in accordance with this section, and that Sun,
SunBridge and their respective affiliates may deduct from any amounts owed to
the executive from time to time (such as wages or other compensation) any
amounts the Executive is required to reimburse Sun and/or SunBridge pursuant to
this section.  This section does not limit any other remedies Sun,
SunBridge or their respective affiliates may have available in the
circumstances, which may include, without limitation, dismissing the Executive
or initiating other disciplinary procedures.  The provisions of this
section are in addition to (and not in lieu of) any rights to repayment Sun,
SunBridge or their respective affiliates may have under Section 304 of the
Sarbanes-Oxley Act of 2002 and other applicable laws.

    


    4.           Administration.  This
plan shall be administered by the Committee, which shall consist solely of two
or more members of the Board of Directors of Sun who are “outside directors”


    
      
         

      

      
        2

        
          

        

      

      
         


    

    within
the meaning of Treasury Regulation Section 1.162-27(e)(3) under Section
162(m).  The Committee shall have the same administrative authority
with respect to this plan as provided for under the Plan.

    


    5.           Section
162(m).  This plan is intended to provide bonuses that qualify
for the performance-based compensation exemption of Section
162(m).  Any provision, application or interpretation of this plan
inconsistent with this intent to satisfy the standards in Section 162(m) shall
be disregarded.


    
      
         


      

      
        3