Exhibit 10.5


    
      
        

          
            Exhibit
              10.5
Universal
            Hospital Services, Inc.

          Executive
            Severance Pay Plan

          


          November
            1, 2006

          I.
            Purpose

          


          To
            provide
            a severance pay plan for the Executives (as defined below) of the Company
            who
            are not eligible for severance pay under any other plan or agreement
            with the
            Company. The provisions of this plan will not apply to any Executive
            who is
            covered by an employment agreement. Executives who receive severance
            under this
            plan will not be eligible to receive severance under any other plan or
            agreement
            of the Company. No severance benefits become payable pursuant to this
            plan in
            the event of termination of employment upon an Executive’s death or disability.
            This plan replaces the Executive Severance Pay Plan dated February 1,
            2005.

          


          II.
            Definitions.

          


          
            	 	
                    A.

                  	
                    “Cause”
                      means:

                  


          

          
          

           

          
            	 	
                     (i.)

                  	
                    Executive’s
                      continued failure, whether willful, intentional or grossly
                      negligent,
                      after written notice, to perform substantially Executive’s duties (the
                      “Duties”) as determined by immediate supervisor, Chief Executive Officer
                      or Senior Vice President of the Company (other than as a result
                      of a
                      disability);

                  


          

          
            	 	
                    (ii.)

                  	
                    dishonesty
                      in the performance of Executive’s
                      Duties;

                  


          

          
            	 	
                    (iii.)

                  	
                    conviction
                      or confession of an act or acts on Executive’s part constituting a felony
                      under the laws of the United States or any state thereof;
                      or

                  


          

          
            	 	
                    (iv.)

                  	
                    any
                      other willful act or omission on Executive’s part which is materially
                      injurious to the financial condition or business reputation
                      of the Company
                      or any of its subsidiaries.

                  


          

          


          
            	 	
                    B.

                  	
                    “Change
                      of Control” means (i) any event as a result of which J.W. Childs and
                      Halifax collectively cease to own and control all of the economic
                      and
                      voting rights associated with ownership of at least 50.1% of
                      the
                      outstanding capital stock of Company; or (ii) any sale or transfer
                      of all
                      or substantially all of the assets of the
                      Company.

                  


          

          


          
            	 	
                    C.

                  	
                    “Change
                      of Control Period” means the period starting 30 days before the Change in
                      Control and continuing through 6 months after the Change in
                      Control.

                  


          

          


          
            	 	
                    D.

                  	
                    “Date
                      of Termination” means the date specified as Executive’s last date of
                      employment in the Company’s notice of termination to Executive or
                      Executive’s Notice of Resignation for Good Cause to the
                      Company.

                  


          

          
 

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	
                  	E.	
                    “Resignation
                      for Good Cause” means: Executive termination of employment upon 30 days’
                      written notice to the company, for Good Cause. Executive shall
                      have “Good
                      Cause” for termination of  employment
                      if, other than for cause, any of the following has
                      occurred:

                  


          

          
          

           

          
            	 	
                    (i.)

                  	
                    The
                      Company has reduced or reassigned a material portion of Executive
                      duties
                      (per Executive job description);

                  


          

          
            	 	
                    (ii.)

                  	
                    The
                      Executive’s base salary has been reduced other than in connection with
                      an
                      across-the-board reduction (of approximately the same percentage)
                      in
                      executive compensation to Executive Employees imposed by the
                      Board in
                      response to negative financial results or other adverse circumstances
                      affecting the Company; or

                  


          

          
            	 	
                    (iii.)

                  	
                    The
                      Company has required Executive to relocate in excess of fifty
                      (50) miles
                      from the location where the Executive is currently
                      employed.

                  


          

          


          
            	 	
                    F.

                  	
                    “Executive”
                      means the President, any Senior Vice President or any Vice
                      President of
                      the Company, and the Controller as such titles are in use effective
                      November, 1, 2006.

                  


          

          


          
            	 	
                    G.

                  	
                    “Severance
                      Period” means the period from the Date of Termination through the date,
                      which is 12 months from the Date of
                      Termination.

                  


          

          


          III.
            Severance Pay

          


          
            	 	
                    A.

                  	
                    Executives
                      who separate from the Company and who sign the general release
                      and other
                      agreement described in Section IV below are entitled to the
                      severance pay
                      specified below; provided, however, that (1) an Executive that
                      is
                      separated from employment due to dismissal for Cause is not
                      entitled to
                      any severance pay and (2) an Executive that voluntarily resigns,
                      except
                      for Good Cause, from employment is not entitled to severance
                      pay; and (3)
                      the Controller is entitled to the severance pay specified below
                      only if
                      terminated by the Company during the Change of Control Period,
                      but the
                      Controller is not entitled to any severance pay if terminated
                      for
                      Cause.

                  


          

          


          
            	 	
                    B.

                  	
                    Upon
                      qualifying for severance pay, Executive will be paid the following
                      amounts
                      in the following manner:

                  


          

          
          

           

          
            	 	
                    (i.)

                  	
                    Executive
                      will continue to be paid his or her salary through the Severance
                      Period,
                      in the manner and at the times paid during such Executive’s employment
                      with the Company.

                  


          

          
            	 	
                    (ii.)

                  	
                    Company
                      shall pay the Executive a lump sum payment equal to the cost
                      for
                      continuing the Executive’s existing family medical and dental insurance
                      benefits pursuant to Consolidated Omnibus Budget Reconciliation
                      Act of
                      1985 (COBRA) for the duration of the Severance
                      Period.

                  


          

          
            	 	
                    (iii.)

                  	
                    If
                      prior to the date which is 12 months after the Date of Termination,
                      Executive finds other employment, the amount of severance payments
                      payable
                      to Executive after such termination in accordance with B(i)
                      above will be
                      reduced by the value of the compensation Executive receives
                      in his or her
                      new employment through the date which is 12 months after the
                      Date of
                      Termination; B(ii) shall be similarly discontinued if similar
                      medical and
                      dental benefits are secured with new employer through the date
                      which is 12
                      months after the Date of
                      Termination.

                  


          

          
            	 	
                    (iv.)

                  	
                    If
                      termination is pursuant to Resignation for Good Cause, The
                      Company shall
                      provide the Executive a prorated portion of the bonus earned
                      for the then
                      current fiscal year, based upon the number of days Executive
                      was employed
                      during that year. Such Executive bonus shall be payable at
                      the time annual
                      bonuses are paid to the other executives employed by the Company,
                      on that
                      last day of the Company’s fiscal
                      year.

                  


          

          
            	 	
                    (v.)

                  	
                    Executive
                      will be paid or otherwise provided such benefits as may be
                      required by
                      law.

                  


          

          
            	 	
                    (vi.)

                  	
                    All
                      severance payments are subject to any required
                      withholding.

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          IV.
            General
            Release and Other Agreements.

          


          Executive
            will not be entitled to receive any of the severance pay described above
            until
            such time as Executive signs (A) and effective general release of all
            claims
            against the Company and its affiliates in the form and manner prescribed
            by the
            Company and (B) an agreement further providing (i) Executive’s agreement not to
            disclose or use confidential information of the Company, (ii) Executive’s
            agreement during the Severance Period not to compete with the Company
            in the
            medical equipment rental business, (iii) Executives’ agreement during the
            Severance Period not to solicit for employment or hire any employee of
            the
            Company, and (iv) Executive’s agreement during the Severance Period not to
            solicit as a customer or client of medical equipment rental business
            and
            customer or client of the Company. A failure to execute such a general
            release
            and other agreements within one month of executive’s Date of Termination shall
            result in the loss of any rights to receive payments or benefits under
            this
            plan.

          


          
            	
                    V.

                  	
                    Amendment
                      and Modification of Plan.
                      This plan may be modified, amended or terminated at any time
                      by the CEO
                      and the Board of Directors of the
                      Company.

                  


          

          


          
            	
                    VI.

                  	
                    No
                      Employment Rights.
                      Neither this plan for the benefits hereunder shall be a term
                      of the
                      employment of any employee, and the Company shall not be obligated
                      in any
                      way to continue the plan. The terms of this plan shall not
                      give any
                      employee the right to be retained in the employment of the
                      Company.