Exhibit 10.17


 


NMH INVESTMENT, LLC


 


Amended and Restated 2006 Unit Plan


 


SECTION 1. Purpose. The purposes of this NMH Investment, LLC
Amended and Restated 2006 Unit Plan (the “Plan”) are to promote the
interests of NMH Investment, LLC (the “Company”) and its members by
(i) attracting and retaining exceptional officers and other employees,
non-employee directors and consultants of the Company and its Subsidiaries and
(ii) enabling such individuals to acquire an equity interest in and
participate in the long-term growth and financial success of the Company.


 


SECTION 2. Definitions. As used in the Plan, the following terms
shall have the meanings set forth below:


 


“Award” shall mean the grant of the
right to purchase Preferred Units, Class A Units, Class B Units, Class C
Units, Class D Units and/or Class E Units.


 


“Award Agreement” shall mean any
written agreement, contract, or other instrument or document (which may include
provisions of an employment agreement to which the Company is a party)
evidencing any Award granted hereunder.


 


“Class A Unit” shall mean a
Class A Unit as defined in the LLC Agreement.


 


“Class B Unit” shall mean a
Class B Unit as defined in the LLC Agreement.


 


“Class C Unit” shall mean a
Class C Unit as defined in the LLC Agreement.


 


“Class D Unit” shall mean a
Class D Unit as defined in the LLC Agreement.


 


“Class E Unit” shall mean a
Class E Unit as defined in the LLC Agreement.


 


 “Committee”
shall mean the Management Committee or any person or persons designated by the
Management Committee to administer the Plan.


 


“Company” shall mean NMH Investment,
LLC, a Delaware limited liability company, together with any successor thereto.


 


“Effective Date” shall mean December
14, 2006, the date on which the Plan was adopted by the Management Committee,
or such later date as designated by the Management Committee.


 


“LLC Agreement” shall mean the Limited
Liability Company Agreement of the Company, dated as of April 27, 2006, as
amended from time to time.


 


“Management Committee” shall mean the
Management Committee of the Company.


 

















 


“Participant” shall mean any officer
or other employee, non-employee director or consultant of the Company or its
Subsidiaries eligible for an Award under Section 4 and selected by the
Committee to receive an Award under the Plan.


 


“Plan” shall mean this NMH Investment,
LLC Amended and Restated 2006 Unit Plan.


 


“Preferred Unit” shall mean a
Preferred Unit as defined in the LLC Agreement.


 


 “Subsidiary”
shall mean (i) any entity that, directly or indirectly, is controlled by
the Company and (ii) any entity in which the Company has a significant
equity interest, in either case as determined by the Committee; provided,
however, that for purposes of Section 409A of the Internal Revenue Code of
1986, as amended, the definition of “Subsidiary” shall be construed in a manner
consistent with such Section 409A so as to avoid the imposition of any
additional tax under such Section.


 


“Unit” shall mean a Preferred Unit,
Class A Unit, Class B Unit, Class C Unit, Class D Unit or
Class E Unit.


 


SECTION 3. Units Subject to the Plan.


 


The total number of Preferred Units which may
be issued under the Plan is 65,000, the total number of Class A Units which may
be issued under the Plan is 650,000, the total number of Class B Units which
may be issued under the Plan is 192,500, the total number of Class C Units
which may be issued under the Plan is 202,000, the total number of Class D
Units which may be issued under the Plan is 214,000 and the total number of
Class E Units which may be issued under the Plan is 6,375. Units which are
subject to Awards which terminate or lapse without any payment in respect
thereof may be granted again under the Plan.


 


SECTION 4. Administration.


 


(a)           The Plan shall be
administered by the Committee. Subject to the terms of the Plan and applicable
law, and in addition to other express powers and authorizations conferred on
the Committee by the Plan, the Committee shall have full power and authority
to: (i) designate Participants; (ii) determine the number and/or class of
Units to be covered by an Award; (iii) determine the terms and conditions
of any Award; (iv) determine whether, to what extent, and under what
circumstances Awards may be settled, exercised, canceled, forfeited, or
suspended; (v) interpret, administer, reconcile any inconsistency, correct
any default and/or supply any omission in the Plan and any instrument or
agreement relating to an Award made under the Plan; (vi) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (vii) make
any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.


 


(b)           All designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
persons, including


 


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the Company, any Subsidiary, any Participant, any holder or beneficiary
of any Award, and any member of the Company.


 


SECTION 5. Eligibility. Any officer or other employee,
non-employee director or consultant to the Company or any of its Subsidiaries
(including any prospective officer, employee, non-employee director or
consultant) shall be eligible to be designated a Participant.


 


SECTION 6. Awards.


 


(a)           Grant. Subject
to the provisions of the Plan, the Committee shall have sole and complete
authority to determine the Participants to whom Awards shall be granted, the
purchase price, if any, of an Award, the number and class of Units to be
covered by each Award and the conditions and limitations applicable to the
Award.


 


(b)           Subject to LLC
Agreement/Securityholders Agreement. As a condition to the grant of an
Award, the Participant will be required to become a party to the LLC Agreement
and a securityholders agreement with the Company (the “Securityholders
Agreement”) and the Units acquired will be held subject to the terms and
conditions of the LLC Agreement and the Securityholders Agreement.


 


(c)           Adjustments. In
the event of any change in the outstanding Units or other extraordinary event
that effects the Units after the Effective Date by reason of any extraordinary
dividend, reorganization, recapitalization, merger, consolidation, spin-off,
combination or transaction or exchange of Units or other exchange or any
transaction similar to the foregoing, the Management Committee in its sole
discretion and without liability to any person shall make such substitution or
adjustment, if any, as it deems to be equitable, as to (i) the number or
kind of Units or other securities issued or reserved for issuance pursuant to
the Plan or pursuant to outstanding Awards and/or (ii) any other affected
terms of such Awards.


 


SECTION 7. Amendment and Termination.


 


(a)           Amendments to the
Plan. The Management Committee may amend, alter, suspend, discontinue, or
terminate the Plan or any portion thereof at any time; provided that any
such amendment, alteration, suspension, discontinuance, or termination that
would be reasonably expected to have a material adverse effect on the rights of
any Participant or other holder of an Award theretofore granted shall not to
that extent be effective without the consent of the affected Participant.


 


(b)           Amendments to
Awards. The Committee may waive any conditions or rights under, amend any
terms of, or alter, suspend, discontinue, cancel or terminate, any Award
theretofore granted, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination not expressly contemplated by the Plan that would be reasonably
expected to have a material adverse effect on the rights of any outstanding
Award shall not effective without the consent of the affected Participant.


 


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SECTION 8. General Provisions.


 


(a)           No Rights to
Awards. No person shall have any claim to be granted any Award, and there
is no obligation for uniformity of treatment of Participants or beneficiaries
of Awards. The terms and conditions of Awards and the Committee’s
determinations and interpretations with respect thereto need not be the same
with respect to each Participant (whether or not such Participants are
similarly situated).


 


(b)           Certificates.
All certificates, if any, evidencing Units or other securities of the Company
or any Subsidiary delivered under the Plan shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable
under the Plan or the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which such
securities are then listed, and any applicable Federal or state laws, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.


 


(c)           Withholding. A
Participant may be required to pay to the Company or any Subsidiary and the
Company or any Subsidiary shall have the right and is hereby authorized to
withhold from any payment due or transfer made under any Award or under the
Plan or from any compensation or other amount owing to a Participant the amount
(in cash, securities, or other property) of any applicable withholding taxes in
respect of an Award or any payment or transfer under an Award or under the Plan
and to take such other action as may be necessary in the opinion of the Company
to satisfy all obligations for the payment of such taxes.


 


(d)           No Right to
Employment. The grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of, or in any consulting
relationship with, the Company or any Subsidiary. Further, the Company or a
Subsidiary may at any time dismiss a Participant from employment or discontinue
any consulting relationship, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.


 


(e)           Governing Law.
The validity, construction, and effect of the Plan shall be determined in
accordance with the laws of the State of New York applicable to contracts made
and to be performed therein.


 


(f)            Severability.
If any provision of the Plan or any Award is or becomes or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction or as to any person or
Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform the applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award and the remainder of the Plan and any such Award
shall remain in full force and effect.


 


SECTION 9. Term of the Plan.


 


(a)           Effective Date.
The Plan shall be effective as of the Effective Date.


 


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(b)           Expiration Date.
No Award shall be granted under the Plan after the tenth anniversary of the
Effective Date. Unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award granted hereunder may, and the authority
of the Management Committee or Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Award or to waive any conditions or rights
under any such Award shall, continue after such date.


 


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