Exhibit
10.15


 


FORM OF MANAGEMENT UNIT SUBSCRIPTION AGREEMENT


 


(Class B
Units, Class C Units and Class D Units)


 


THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT
(this “Agreement”) is made as of                              ,
2006, by and between NMH Investment, LLC, a Delaware limited liability company
(the “Company”), and the individual named on the signature page hereto
(the “Executive”).


 


WHEREAS, on the terms and subject to the
conditions hereof, the Executive desires to subscribe for and acquire from the
Company, and the Company desires to issue and provide or sell to the Executive,
the Company’s Class B Common Units (the “Class B Units”), Class C Common
Units (the “Class C Units”) and Class D Common Units (the “Class D
Units”; collectively with the Class B Units and the Class C Units, the “Units”),
in each case in the amounts set forth on Schedule I, as hereinafter set forth;
and


 


WHEREAS, this Agreement is one of several
agreements entered into or being entered into by the Company with certain
persons who are or will be key employees and/or directors of the Company or one
or more subsidiaries (collectively with the Executive, the “Management
Investors”) as part of an equity purchase plan designed to comply with Rule
701 promulgated under the Securities Act (as defined below);


 


NOW, THEREFORE, in order to implement the
foregoing and in consideration of the mutual representations, warranties,
covenants and agreements contained herein, the parties hereto agree as follows:


 


1.                                       Definitions.


 


1.1                                 Agreement.
The term “Agreement” shall have the meaning set forth in the preface.


 


1.2                                 Applicable
Percentage. The term “Applicable Percentage” shall mean, with respect to an
Executive’s Class B Units, the percentage set forth in the applicable table
under the heading “Applicable Percentage,” as more specifically determined in
accordance with the schedule set forth as Exhibit 1.2, attached hereto and
incorporated herein by this reference.


 


1.3                                 Board.
The “Board” shall mean the Company’s Management Committee.


 


1.4                                 Cause.
The term “Cause” used in connection with the termination of employment of the
Executive shall have the same meaning ascribed to such term in any employment
or severance agreement then in effect between Executive and the Company or one
of its subsidiaries or, if no such agreement containing a definition of “Cause”
is then in effect, shall mean a termination of employment of the Executive by
the Company or any subsidiary thereof due to (i) the commission by the
Executive of an act of fraud or embezzlement, (ii) the indictment or conviction
of the Executive for (x) a felony or (y) a crime involving moral


 


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turpitude or a plea by
Executive of guilty or nolo contendere involving such a crime (to the extent it
gives rise to an adverse effect on the business or reputation of the Company or
any of its subsidiaries), (iii) the willful misconduct by the Executive in the
performance of Executive’s duties, including any willful misrepresentation or
willful concealment by Executive on any report submitted to the Company (or any
of its securityholders or subsidiaries) which is not of a de minimis nature,
(iv) the violation by Executive of a written Company policy regarding substance
abuse, sexual harassment or discrimination or any other material written policy
of the Company regarding employment, (v) the willful failure of the Executive
to render services to the Company or any of its subsidiaries in accordance with
Executive’s employment which failure amounts to a material neglect of the
Executive’s duties to the Company or any of its subsidiaries, (vi) the repeated
failure of the Executive to comply with reasonable directives of the Board of
Directors of National Mentor Holdings, Inc. (“NMH”) or the Chief
Executive Officer of NMH consistent with the Executive’s duties or (vii) the
material breach by Executive of any of the provisions of any agreement between
Executive, on the one hand, and the Company or a securityholder or an affiliate
of the Company, on the other hand. Notwithstanding the foregoing, with respect
to clauses (iii), (iv), (v), (vi) and (vii) above, Executive’s termination of
employment with the Company or NMH shall not be deemed to have been terminated
for Cause unless and until Executive has been provided written notice of the
Company’s or NMH’s intention to terminate his employment for Cause and the
specific facts relied on; and ten (10) business days from the receipt of such
notice to cure any such conduct or omission giving rise to a termination for
Cause; and Executive does not cure any such conduct or omission within such ten
business-day period.


 


1.5                                 Closing.
The term “Closing” shall have the meaning set forth in Section 2.2.


 


1.6                                 Closing
Date. The term “Closing Date” shall have the meaning set forth in Section
2.2.


 


1.7                                 Company.
The term “Company” shall have the meaning set forth in the preface.


 


1.8                                 Cost.
The term “Cost” shall mean the price per Unit paid by the Executive as
proportionately adjusted for all subsequent distributions of Units and other
recapitalizations and less the amount of any tax distributions made with
respect to the Units pursuant to Section 4.4(i) of the LLC Agreement.


 


1.9                                 Disability.
The term “Disability” of the Executive shall have the same meaning ascribed to
such term in any employment or severance agreement then in effect between
Executive and the Company or one of its subsidiaries or, if no such agreement
containing a definition of “Disability” is then in effect, shall mean the
inability of the Executive to perform the essential functions of Executive’s
job, with or without reasonable accommodation, by reason of a physical or
mental infirmity, for a continuous period of six months. The period of six
months shall be deemed continuous unless Executive returns to work for at least
30 consecutive business days during such period and performs during such period
at the level and competence that existed prior to the beginning of the
six-month period. The date of such Disability shall be on the first day of such
six-month period.


 


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1.10                           Employee
and Employment. The term “employee” shall mean any employee (as defined in
accordance with the regulations and revenue rulings then applicable under
Section 3401(c) of the Internal Revenue Code of 1986, as amended) of the
Company or any of its subsidiaries, and the term “employment” shall include
service as a part- or full-time employee to the Company or any of its
subsidiaries.


 


1.11                           Executive.
The term “Executive” shall have the meaning set forth in the preface.


 


1.12                           Executive
Group. The term “Executive Group” shall have the meaning set forth in
Section 4.1(a).


 


1.13                           Fair
Market Value. The term “Fair Market Value” used in connection with the
value of Units shall mean the average of the closing prices of the sales of the
Company’s Units on all securities exchanges on which the Units may at the time
be listed, or, if there have been no sales on any such exchange on any day, the
average of the highest bid and lowest asked prices on all such exchanges at the
end of such day or, if on any day the Units are not so listed, the average of
the representative bid and asked prices quoted in the NASDAQ System as of 4:00
P.M., New York time, or, if on any day the Units are not quoted in the NASDAQ
System, the average of the highest bid and lowest asked prices on such day in
the domestic over-the-counter market as reported by the National Quotation
Bureau Incorporated or any similar successor organization, in each such case
averaged over a period of 21 days consisting of the day as of which the Fair
Market Value is being determined and the 20 consecutive business days prior to
such day. If at any time the Units are not listed on any securities exchange or
quoted in the NASDAQ System or the over-the-counter market, the Fair Market
Value shall be the fair value of the Units determined in good faith by the
Board using its reasonable business judgment (valuing the Company and its
subsidiaries as a going concern; disregarding any discount for minority
interest or marketability of the Units, whether due to transfer restrictions or
the lack of a public market for the Units; taking into account the Preferred
Priority Return (as defined in the LLC Agreement); without taking into account
the effect of any contemporaneous repurchase of Units at less than Fair Market
Value under Section 4) after consultation with an independent appraiser,
accountant or investment banking firm (the “Valuation Expert”); provided that
(i) the Board shall only be obligated to consult a Valuation Expert once
annually absent special circumstances (as determined in good faith by the
Board) and (ii) if the Executive disagrees in good faith with the Board’s determination
and such dispute involves an amount in excess of $250,000, the Executive shall
notify the Company in writing of such disagreement within ten (10) business
days of receipt of the Board’s determination of the fair market value of such
Units, in which event a second Valuation Expert (the “Arbiter”) selected
by mutual agreement of the Executive and the Board shall make a determination
of the fair market value thereof (valuing the Company and its subsidiaries as
set forth above); and without taking into account the effect of any
contemporaneous repurchase of Units at less than Fair Market Value under Section
4) solely by (i) reviewing a single written presentation timely made by each of
the Company and the Executive setting forth their respective resolutions of the
dispute and the bases therefor and (ii) accepting either the Executive’s or the
Company’s proposed resolution of the dispute. For the avoidance of doubt, the
determination of Fair Market Value of any Unit shall be based on the amounts
distributable in respect of such Unit under the terms of the LLC Agreement,
including any adjustments necessary to reflect the portion of any tax
distributions that were previously made in respect of such Unit but not charged
against other distributions in respect of such Unit.


 


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Within five (5) business days after the
Company’s receipt of Executive’s written notice of disagreement, the Company
shall make available to Executive all data (including reports of employees and
outside advisors) relied upon by the Board in making its determination. The
Executive’s and the Company’s written presentations must be submitted to the
Arbiter within 30 days of the Arbiter’s engagement, written notice of which
shall be delivered by the Company to the Executive. The Arbiter shall notify
the Executive and the Company of its decision within 40 days of its engagement.
If the Executive’s proposed resolution is accepted, the Company also shall pay
all of the Executive’s reasonable out-of-pocket fees and expenses (including
reasonable fees and expenses of counsel and one Valuation Expert) incurred in
connection with the arbitration. Each of the Company and the Executive agrees
to execute, if requested by the Arbiter, a reasonable engagement letter with
the Arbiter.


 


1.14                           Financing
Default. The term “Financing Default” shall mean an event which would
constitute (or with notice or lapse of time or both would constitute) an event
of default under any of the following as they may be amended from time to time:
(i) the Credit Agreement dated as of the date hereof among NMH, NMH Holdings,
LLC, the lenders party thereto and JPMorgan Chase Bank, N.A. as sole
administrative agent for such lenders, and the Indenture, dated as of the date
hereof, among NMH, the Guarantors (as defined in the Indenture), and U.S. Bank
National Association, as trustee, and the Senior Subordinated Notes issued by
NMH pursuant to the Indenture (collectively, the “Financing Agreements”),
and any extensions, renewals, refinancings or refundings thereof in whole or in
part; (ii) any other agreement under which an amount of indebtedness of the
Company or any of its subsidiaries in excess of $5,000,000 is outstanding as of
the time of the aforementioned event, and any extensions, renewals,
refinancings or refundings thereof in whole or in part; (iii) restrictive
financial covenants contained in the LLC Agreement of the Company or NMH’s
organizational documents; (iv) any amendment of, supplement to or other
modification of any of the instruments referred to in clauses (i) through (iii)
above; and (v) any of the securities issued pursuant to or whose terms are
governed by the terms of any of the agreements set forth in clauses (i) through
(iv) above, and any extensions, renewals, refinancings or refundings thereof in
whole or in part.


 


1.15                           Good
Reason. The term “Good Reason” shall have the same meaning ascribed to such
term in any employment or severance agreement then in effect between Executive
and the Company or one of its subsidiaries or, if no such agreement containing
a definition of “Good Reason” is then in effect, shall mean (i) a change by the
Company or NMH in Executive’s duties and responsibilities which is materially
inconsistent with Executive’s position in the Company or in NMH, (ii) a
reduction in Executive’s annual base salary or annual bonus opportunity
(excluding any reduction in Executive’s salary or bonus opportunity that is
part of a plan to reduce compensation of comparably situated employees of the
Company generally; provided that such reduction in Executive’s salary or bonus
opportunity is not greater than ten percent (10%) of Executive’s salary or
bonus opportunity as in effect on the date hereof), (iii) a material breach by
the Company of the employment agreement, if any, between Executive and the
Company or one of its subsidiaries, and (iv) the relocation of the Executive’s
principal place of work from its current location to a location that is beyond
a 50-mile radius of such current location; provided that, notwithstanding
anything to the contrary in the foregoing, Executive shall only have “Good
Reason” to terminate employment following the Company’s failure to remedy the
act or


 


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omission which is alleged to constitute “Good Reason”
within fifteen (15) days following the Company’s receipt of written notice from
Executive specifying such act or omission.


 


1.16                           LLC
Agreement. The term “LLC Agreement” means the Second Amended and Restated
Limited Liability Company Agreement, dated as of December 11, 2006, by and
among the Company, Vestar and the other Members of the Company a party thereto,
as amended from time to time in accordance with the provisions thereof.


 


1.17                           Management
Investors. The term “Management Investors” shall have the meaning set forth
in the preface.


 


1.18                           Permitted
Transferee. The term “Permitted Transferee” means any transferee of Units
pursuant to clauses (f) or (g) of the definition of “Exempt Employee Transfer”
as defined in the Securityholders Agreement.


 


1.19                           Person.
The term “Person” shall mean any individual, corporation, partnership, limited
liability company, trust, joint stock company, business trust, unincorporated
association, joint venture, governmental authority or other entity of any
nature whatsoever.


 


1.20                           Public
Offering. The term “Public Offering” shall have the meaning set forth in
the Securityholders Agreement.


 


1.21                           Purchase
Price. The term “Purchase Price” shall have the meaning set forth in
Section 2.1.


 


1.22                           Retirement.
The term “Retirement” shall mean, with respect to the Executive, the Executive’s
retirement as an employee of the Company or any of its subsidiaries on or after
reaching age 65 or such earlier age as may be otherwise determined by the Board
after at least three years employment with the Company or any of its
subsidiaries after the Closing Date.


 


1.23                           Sale
of the Company. The term “Sale of the Company” shall have the meaning set
forth in the Securityholders Agreement, except that transactions with a Person
or Persons that are a wholly owned Subsidiary (as defined in the
Securityholders Agreement) of Vestar and/or Vestar/NMH Investors, LLC or NMH
Investment, LLC shall be excluded.


 


1.24                           Securities
Act. The term “Securities Act” shall mean the Securities Act of 1933, as
amended, and all rules and regulations promulgated thereunder, as the same may
be amended from time to time.


 


1.25                           Securityholders
Agreement. The term “Securityholders Agreement” shall mean the
Securityholders Agreement dated as of the Closing Date among Vestar, the
Management Investors and the Company, as it may be amended or supplemented
thereafter from time to time.


 


1.26                           Termination
Date. The term “Termination Date” means the date upon which Executive’s
employment with the Company and its subsidiaries is terminated.


 


1.27                           Vestar.
The term “Vestar” means Vestar Capital Partners V, L.P., a Cayman Islands
exempted limited partnership.


 


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2.                                       Subscription
for and Purchase of Units.


 


2.1                                 Purchase
of Units. Pursuant to the terms and subject to the conditions set forth in
this Agreement, the Executive hereby subscribes for and agrees to purchase, and
the Company hereby agrees to issue and sell to the Executive, on the Closing
Date the number of Class B, Class C and Class D Units set forth in Part 1 of
Schedule I attached hereto at the applicable prices per unit and for the
aggregate amounts (the “Purchase Price”) set forth in Schedule I
attached hereto.


 


2.2                                 The
Closing. The closing (the “Closing”) of the purchase of Units
hereunder shall take place on                              
(the “Closing Date”). The Company and the Executive hereby agree that
the Purchase Price shall be deducted from the Executive’s next regularly
scheduled paycheck following the Closing Date, and that that such deduction
shall represent payment in full for the Units, and that the Executive shall
execute and deliver to the Company a writing satisfactory to the Company and
evidencing the Executive’s acceptance and adoption of all of the terms and
provisions of each of the LLC Agreement and the Securityholders Agreement.


 


2.3                                 Section
83(b) Election. Within 10 days after the Closing, Executive shall provide
the Company with a completed election under Section 83(b) of the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder in
the form of Exhibit A attached hereto. The Company shall timely file (via
certified mail, return receipt requested) such election with the Internal
Revenue Service (“IRS”), and shall provide Executive with proof of such
timely filing.


 


2.4                                 Closing
Conditions. Notwithstanding anything in this Agreement to the contrary, the
Company shall be under no obligation to issue and sell to the Executive any
Units unless (i) Executive is an employee of, or consultant to, the Company or
one of its Subsidiaries on the Closing Date; (ii) the representations of
Executive contained in Section 3 hereof are true and correct in all material
respects as of the Closing Date and (iii) Executive is not in breach of any
agreement, obligation or covenant herein required to be performed or observed
by Executive on or prior to the Closing Date.


 


3.                                       Investment
Representations and Covenants of the Executive.


 


3.1                                 Units
Unregistered. The Executive acknowledges and represents that Executive has
been advised by the Company that:


 


(a)                                  the
offer and sale of the Units have not been registered under the Securities Act;


 


(b)                                 the
Units must be held indefinitely and the Executive must continue to bear the
economic risk of the investment in the Units unless the offer and sale of such
Units are subsequently registered under the Securities Act and all applicable
state securities laws or an exemption from such registration is available;


 


(c)                                  there
is no established market for the Units and it is not anticipated that there
will be any public market for the Units in the foreseeable future;


 


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(d)                                 a
notation shall be made in the appropriate records of the Company indicating
that the Units are subject to restrictions on transfer and, if the Company
should at some time in the future engage the services of a securities transfer
agent, appropriate stop-transfer instructions will be issued to such transfer
agent with respect to the Units.


 


3.2                                 Additional
Investment Representations. The Executive represents and warrants that:


 


(a)                                  the
Executive’s financial situation is such that Executive can afford to bear the
economic risk of holding the Units for an indefinite period of time, has
adequate means for providing for Executive’s current needs and personal
contingencies, and can afford to suffer a complete loss of Executive’s
investment in the Units;


 


(b)                                 the
Executive’s knowledge and experience in financial and business matters are such
that Executive is capable of evaluating the merits and risks of the investment
in the Units;


 


(c)                                  the
Executive understands that the Units are a speculative investment which
involves a high degree of risk of loss of Executive’s investment therein, there
are substantial restrictions on the transferability of the Units and, on the
Closing Date and for an indefinite period following the Closing, there will be
no public market for the Units and, accordingly, it may not be possible for the
Executive to liquidate Executive’s investment in case of emergency, if at all;


 


(d)                                 the
terms of this Agreement provide that if the Executive ceases to be an employee
of the Company or its subsidiaries, the Company and its affiliates have the
right to repurchase the Units at a price which may, under certain
circumstances, be less than the Fair Market Value thereof;


 


(e)                                  the
Executive understands and has taken cognizance of all the risk factors related
to the purchase of the Units and, other than as set forth in this Agreement, no
representations or warranties have been made to the Executive or Executive’s
representatives concerning the Units or the Company or their prospects or other
matters;


 


(f)                                    the
Executive has been given the opportunity to examine all documents and to ask
questions of, and to receive answers from, the Company and its representatives
concerning the Company and its subsidiaries, the Securityholders Agreement, the
Company’s organizational documents and the terms and conditions of the purchase
of the Units and to obtain any additional information which the Executive deems
necessary;


 


(g)                                 all
information which the Executive has provided to the Company and the Company’s
representatives concerning the Executive and Executive’s financial position is
complete and correct as of the date of this Agreement; and


 


(h)                                 the
Executive is an “accredited investor” within the meaning of Rule 501(a) under
the Securities Act.


 


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4.                                       Certain
Sales and Forfeitures Upon Termination of Employment.


 


4.1                                 Put
Option.


 


(a)                                  If the Executive’s employment
with the Company and its subsidiaries terminates due to the Disability, death
or Retirement of the Executive prior to the earlier of (i) a Public Offering or
(ii) a Sale of the Company, the Executive and the Executive’s Permitted
Transferees (hereinafter sometimes collectively referred to as the “Executive
Group”) shall have the right, subject to the provisions of Section 5
hereof, for 90 days following the date that is six (6) months after the date of
such termination of employment of the Executive, to sell to the Company, and
the Company shall be required to purchase (subject to the provisions of Section
5 hereof), on one occasion from each member of the Executive Group, all (but
not less than all) of the number of Units then held by the Executive Group that
equals the sum of (i) the product of (x) the total number of Class B Units
collectively held by the Executive Group and (y) the Applicable Percentage
(measured as of the Termination Date), at a price per Unit equal to the
applicable purchase price determined pursuant to Section 4.1(c) and (ii) the
total number of Class C and Class D Units collectively held by the Executive
Group for which the performance goals set forth in LLC Agreement have been
achieved prior to the termination, at a price per Unit equal to the applicable
purchase price determined pursuant to Section 4.1(c). In order to exercise its
rights with respect to the Units pursuant to this Section 4.1(a), the Executive
Group shall also be required to simultaneously exercise any similar rights it
may have with respect to any other units of the Company held by the Executive
Group in accordance with the terms of the agreements pursuant to which such
other units were purchased from the Company.


 


(b)                                 If the Executive Group desires
to exercise its option to require the Company to repurchase Units pursuant to
Section 4.1(a), the members of the Executive Group shall send one written
notice to the Company setting forth such members’ intention to collectively
sell all of their Units pursuant to Section 4.1(a), which notice shall include
the signature of each member of the Executive Group. Subject to the provisions
of Section 5.1, the closing of the purchase shall take place at the principal
office of the Company on a date specified by the Company no later than the 60th
day after the giving of such notice.


 


(c)                                  In the event of a purchase by
the Company pursuant to Section 4.1(a), the purchase price of any Unit subject
to purchase under Section 4.1(a) shall be Fair Market Value (measured as of the
purchase date); provided that in any case the Board shall have the right,
in its sole discretion, to increase any of the foregoing purchase prices.


 


4.2                                 Call
Options.


 


(a)                                  If the Executive’s employment
with the Company and its subsidiaries terminates for any of the reasons set
forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if
the Executive engages in “Competitive Activity” (as defined in Section 6.1 of
this Agreement), the Company shall have the right and option to purchase for a
period of 90 days following the Termination Date, and each member of the
Executive Group shall be required to sell to the Company, any or all of such
Units then held by such member of the Executive Group (it being understood that
if Units of any class subject to repurchase hereunder may be repurchased at
different prices, the Company may elect to repurchase only the portion of the


 


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Units of such class
subject to repurchase hereunder at the lower price), at a price per unit equal
to the applicable purchase price determined pursuant to Section 4.2(c):


 


(i)                                     if
the Executive’s employment with the Company and its subsidiaries is terminated
due to the Disability, death or Retirement of the Executive;


 


(ii)                                  if
the Executive’s employment with the Company and its subsidiaries is terminated
by the Company and its subsidiaries without Cause or by the Executive for Good
Reason;


 


(iii)                               if
the Executive’s employment with the Company and its subsidiaries is terminated
(A) by the Company or any of its subsidiaries for Cause or (B) by the Executive
for any other reason not set forth in Section 4.2(a)(i) or Section 4.2(a)(ii).


 


(b)                                 If the Company desires to
exercise one of its options to purchase Units pursuant to this Section 4.2, the
Company shall, not later than 90 days after the Termination Date, send written
notice to each member of the Executive Group of its intention to purchase
Units, specifying the number of Units to be purchased (the “Call Notice”).
Subject to the provisions of Section 5, the closing of the purchase shall take
place at the principal office of the Company on a date specified by the Company
no later than the 30th day after the giving of the later of the Call Notice.


 


(c)                                  In the event of a purchase by
the Company pursuant to Section 4.2(a), the purchase price shall be:


 


(i)                                     with
respect to a purchase of all Units, in the case of a termination of employment
described in Section 4.2(a)(iii)(A) or if Executive engages in a “Competitive
Activity” (as defined in Section 6.1 of this Agreement), a price per Unit equal
to the lesser of (A) Fair Market Value (measured as of the Termination Date)
and (B) Cost;


 


(ii)                                  with
respect to a purchase of Class B Units, in the case of a termination of
employment described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect
to the number of Units being purchased which is the product of (x) the total
number of Units being purchased and (y) the Applicable Percentage (measured as
of the Termination Date), a price per Unit equal to Fair Market Value (measured
as of the Termination Date), and (if the Applicable Percentage (measured as of
the Termination Date) is less than 100%) the purchase price with respect to the
remaining Units being sold shall be a price per Unit equal to the lesser of (A)
Fair Market Value (measured as of the Termination Date) and (B) Cost;


 


(iii)                               with
respect to a purchase of Class B Units, in the case of a termination of
employment described in Section 4.2(a)(iii)(B), with respect to the number of
Units being purchased which is the product of (x) the total number of units being
purchased and (y) the Applicable Percentage (measured as of the Termination
Date), a price per Unit equal to Fair Market Value (measured as of the
Termination Date), and (if the Applicable Percentage (measured as of the
Termination Date) is less than 100%) the purchase price with respect to the
remaining Units being sold shall be a price per Unit equal to the lesser of (A)
Fair Market Value (measured as of the Termination Date) and (B) Cost;


 


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(iv)                              with
respect to a purchase of Class C Units or Class D Units, in the case of a
termination of employment prior to                              
described in Section 4.2(a)(iii)(B), a price per Unit equal to the lesser of
(A) Fair Market Value (measured as of the Termination Date) and (B) Cost; and


 


(v)                                 with
respect to a purchase of Class C Units or Class D Units, in the case of a
termination of employment described in Section 4.2(a)(i) or Section 4.2(a)(ii)
or a termination of employment on or after June 29, 2009(4) described in
Section 4.2(a)(iii)(B), a price per Unit equal to Fair Market Value (measured
as of the Termination Date without giving effect to any performance targets set
forth in the LLC Agreement of the Company which may have been achieved after the
Termination Date);


 


provided
that in any case the Board shall have the right, in its sole discretion, to
increase any purchase price set forth above.


 


4.3                                 Obligation
to Sell Several. If there is more than one member of the Executive Group,
the failure of any one member thereof to perform its obligations hereunder
shall not excuse or affect the obligations of any other member thereof, and the
closing of the purchases from such other members by the Company shall not
excuse, or constitute a waiver of its rights against, the defaulting member.


 


5.                                       Certain
Limitations on the Company’s Obligations to Purchase Units.


 


5.1                                 Deferral
of Purchases. (a)  Notwithstanding
anything to the contrary contained herein, the Company shall not be obligated
to purchase any Units at any time pursuant to Section 4, regardless of whether
it has delivered a notice of its election to purchase any such Units, (i) to
the extent that the purchase of such Units or the payment to the Company or one
of its subsidiaries of a cash dividend or distribution by a subsidiary of the
Company to fund such purchase (together with any other purchases of Units
pursuant to Section 4 or pursuant to similar provisions in agreements with
other employees of the Company and its subsidiaries of which the Company has at
such time been given or has given notice and together with cash dividends and
distributions to fund such other purchases) would result (A) in a violation of
any law, statute, rule, regulation, policy, order, writ, injunction, decree or
judgment promulgated or entered by any federal, state, local or foreign court
or governmental authority applicable to the Company or any of its subsidiaries
or any of its or their property, (B) after giving effect thereto, in a
Financing Default or (C) adverse accounting treatment for the Company, or (ii)
if immediately prior to such purchase there exists a Financing Default which
prohibits such purchase, dividend or distribution. The Company shall within
fifteen days of learning of any such fact so notify the members of the
Executive Group that it is not obligated to purchase units hereunder.


 


(b)                                 Notwithstanding anything to the
contrary contained in Section 4, any Units which a member of the Executive
Group has elected to sell to the Company or which the Company has elected to
purchase from members of the Executive Group, but which in


 


10

















 


accordance with Section 5.1(a) are not purchased at the applicable time
provided in Section 4, shall be purchased by the Company for the applicable
purchase price, together with interest thereon at the Applicable Federal Rate
as in effect on the date such purchase is so deferred on or prior to the
fifteenth day after such date or dates that (after taking into account any
purchases (and related dividends and distributions) to be made at such time
pursuant to agreements with other employees of the Company and its
subsidiaries) the purchase of such Units (and related dividends and
distributions) are no longer prohibited under Section 5.1(a), and the Company
shall give the members of the Executive Group five days prior notice of any
such purchase.


 


5.2                                 Payment
for Units. If at any time the Company elects or is required to purchase any
Units pursuant to Section 4, the Company shall pay the purchase price for the
Units it purchases (i) first, by the cancellation of any indebtedness, if any,
owing from the Executive to the Company or any of its subsidiaries (which
indebtedness shall be applied pro rata against the proceeds receivable by each member
of the Executive Group receiving consideration in such repurchase) and (ii)
then, by the Company’s delivery of a check or wire transfer of immediately
available funds for the remainder of the purchase price, if any, against
delivery of the certificates or other instruments representing the Units so
purchased, duly endorsed; provided that if any of the conditions set forth in
Section 5.1(a) exists which prohibits such cash payment (either directly or
indirectly as a result of the prohibition of a related cash dividend or
distribution), the portion of the cash payment so prohibited may be made, to
the extent such payment is not prohibited, by the Company’s delivery of a
junior subordinated promissory note (which shall be subordinated and subject in
right of payment to the prior payment of any debt outstanding under the
Financing Agreements and any modifications, renewals, extensions, replacements
and refunding of all such indebtedness) of the Company (a “Junior
Subordinated Note”) in a principal amount equal to the balance of the
purchase price, payable (x) in the event of a termination of employment
referenced in Section 4.2(a)(i) and (ii), as soon as the conditions set forth
in Section 5.1(a) no longer exist or (x) in the event of a termination of employment
referenced in Section 4.2(a)(iii), on the fifth anniversary of the issuance
thereof, and bearing interest payable annually at the Applicable Federal Rate
on the date of issuance; provided further that if any of the conditions set
forth in Section 5.1(a) exists which prohibits such payment (or the payment
described in the next proviso) by delivery of a Junior Subordinated Note, the
portion of the payment so prohibited may be made, to the extent such payment is
not prohibited, by the Company’s delivery of preferred units of the Company
having an aggregate liquidation preference equal to the balance of the purchase
price; provided further that in the case of a purchase pursuant to Section
4.2(a)(iii) the Company may elect at any time to deliver a Junior Subordinated
Note in a principal amount equal to all or a portion of the cash purchase price
(in lieu of paying such portion of the purchase price in cash), which Junior
Subordinated Note shall mature on the fifth anniversary of its issuance and
accrue interest annually at the Applicable Federal Rate on the date of
issuance, which interest shall be payable at maturity. The Company shall use
its reasonable efforts to repurchase Units pursuant to Section 4.1(a) or
Section 4.2(a)(i) or Section 4.2(a)(ii) with cash and/or to prepay any Junior
Subordinated Notes or redeem any preferred units issued in connection with a
repurchase of Units pursuant to Section 4.1(a) or Section 4.2(a)(i) or Section
4.2(a)(ii). The Company shall have the right set forth in clause (i) of the
first sentence of this Section 5.2 whether or not the member of the Executive
Group selling such units is an obligor of the Company. Any Junior Subordinated
Note (or preferred units issued in lieu thereof) shall become prepayable (or
redeemable) upon a Sale of the Company from net cash proceeds, if any, payable
to the Company or its unitholders; to the extent that


 


11

















 


sufficient net cash proceeds are not so payable, the
Junior Subordinated Note (or preferred units issued in lieu thereof) shall be
cancelled in exchange for such other non-cash consideration received by
unitholders in the Sale of the Company having a fair market value equal to the
principal of and accrued interest on the note. Any Junior Subordinated Note (or
preferred units issued in lieu thereof) also shall become prepayable upon the
consummation of an initial Public Offering. The principal of and accrued
interest on any such note may be prepaid (and preferred units issued in lieu
thereof may be redeemed) in whole or in part at any time at the option of the
Company. If interest (or cash dividends) is required to be paid on any Junior
Subordinated Note (or preferred units issued in lieu thereof) prior to maturity
and any of the conditions set forth in Section 5.1(a) exists or if any such
cash payment would result in adverse accounting treatment for the Company which
prohibits the payment of such interest (or dividends) in cash, such interest
may be cumulated and accrued until and to the extent that such prohibition no
longer exists.


 


6.                                       Noncompetition.


 


6.1                                 Competitive
Activity. Executive shall be deemed to have engaged in “Competitive
Activity” if, during the period commencing on the date hereof and ending on the
later of (x) the first anniversary of the date Executive’s employment with the
Company and its subsidiaries is terminated or (y) the maximum number of years
of base salary Executive is entitled to receive as severance in a termination
by the Company without Cause, Executive, whether on Executive’s own behalf or
on behalf of or in conjunction with any other person or entity, directly or
indirectly (A) solicits, or assists in soliciting, the business of any client
of the Company or any of its subsidiaries (collectively, the “Entities”),
or hires any employee of any of the Entities, or interferes with, or attempts
to interfere with, the relationships between any of the Entities, on the one
hand, and any of its customers, clients, suppliers, partners, members,
employees or investors, on the other hand; or (B) becomes an employee, agent,
representative, consultant, partner, shareholder or holder of any other
financial interest with respect to any business, individual, partnership, joint
venture, association, firm, corporation or other entity engaged, wholly or in
part, in the provision or sale of acquired brain injury services, therapeutic
foster care, other foster care or other home or community-based healthcare,
therapy, counseling or other educational or human services to people with special
needs, or any other business that the Company is actively conducting or is
actively considering conducting at the time of Executive’s termination of
employment (so long as Executive knows or reasonably should have known about
such plan(s)), in each case in any geographical area within 100 mile radius of
the Executive’s principal place of work as of the Termination Date with the
Company or its affiliates, as applicable(the “Competitive Business”). Notwithstanding
the foregoing, if Executive is subject to a more restrictive noncompetition
covenant in any agreement with the Company or any of its affiliates, the most
restrictive of such noncompetition covenants shall apply.


 


6.2                                 Activity
Date. If Executive engages in Competitive Activity, the “Activity Date”
shall be the first date on which Executive engages in such Competitive
Activity.


 


6.3                                 Repayment
of Proceeds. If Executive engages in Competitive Activity, then Executive
shall be required to pay to the Company, within ten business days following the
Activity Date, an amount equal to the excess, if any, of (A) the aggregate
proceeds Executive


 


12

















 


received upon the sale or other disposition of
Executive’s Units, over (B) the aggregate Cost of such Units.


 


7.                                       Miscellaneous.


 


7.1                                 Transfers
to Permitted Transferees. Prior to the transfer of Units to a Permitted
Transferee (other than a transfer subsequent to a Sale of the Company), the
Executive shall deliver to the Company a written agreement of the proposed
transferee (a) evidencing such Person’s undertaking to be bound by the terms of
this Agreement and (b) acknowledging that the Units transferred to such Person
will continue to be Units for purposes of this Agreement in the hands of such
Person. Any transfer or attempted transfer of Units in violation of any
provision of this Agreement or the Securityholders Agreement shall be void, and
the Company shall not record such transfer on its books or treat any purported
transferee of such Units as the owner of such Units for any purpose.


 


7.2                                 Recapitalizations,
Exchanges, Etc., Affecting Units. The provisions of this Agreement shall
apply, to the full extent set forth herein with respect to Units, to any and
all securities of the Company or any successor or assign of the Company
(whether by merger, consolidation, sale of assets or otherwise) which may be
issued in respect of, in exchange for, or in substitution of the Units, by
reason of any dividend payable in units, issuance of units, combination,
recapitalization, reclassification, merger, consolidation or otherwise.


 


7.3                                 Executive’s
Employment by the Company. Nothing contained in this Agreement shall be
deemed to obligate the Company or any subsidiary of the Company to employ the
Executive in any capacity whatsoever or to prohibit or restrict the Company (or
any such subsidiary) from terminating the employment of the Executive at any
time or for any reason whatsoever, with or without Cause.


 


7.4                                 Cooperation.
Executive agrees to cooperate with the Company in taking action reasonably
necessary to consummate the transactions contemplated by this Agreement.


 


7.5                                 Binding
Effect. The provisions of this Agreement shall be binding upon and accrue
to the benefit of the parties hereto and their respective heirs, legal
representatives, successors and assigns; provided, however, that no Transferee
shall derive any rights under this Agreement unless and until such Transferee
has executed and delivered to the Company a valid undertaking and becomes bound
by the terms of this Agreement; and provided further that Vestar is a third
party beneficiary of this Agreement and shall have the right to enforce the
provisions hereof.


 


7.6                                 Amendment;
Waiver. This Agreement may be amended only by a written instrument signed
by the parties hereto. No waiver by any party hereto of any of the provisions
hereof shall be effective unless set forth in a writing executed by the party
so waiving.


 


7.7                                 Governing
Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed therein.


 


13

















 


7.8                                 Jurisdiction.
Any suit, action or proceeding with respect to this Agreement, or any judgment
entered by any court in respect of any thereof, shall be brought in any court
of competent jurisdiction in the State of Delaware, and each of the Company and
the members of the Executive Group hereby submits to the exclusive jurisdiction
of such courts for the purpose of any such suit, action, proceeding or judgment.
Each of the members of the Executive Group and the Company hereby irrevocably
waives (i) any objections which it may now or hereafter have to the laying of
the venue of any suit, action or proceeding arising out of or relating to this
Agreement brought in any court of competent jurisdiction in the State of
Delaware, (ii) any claim that any such suit, action or proceeding brought in
any such court has been brought in any inconvenient forum and (iii) any right
to a jury trial.


 


7.9                                 Notices.
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given when personally delivered, telecopied (with
confirmation of receipt), one day after deposit with a reputable overnight
delivery service (charges prepaid) and three days after deposit in the U.S.
Mail (postage prepaid and return receipt requested) to the address set forth
below or such other address as the recipient party has previously delivered
notice to the sending party.


 


(a)                                  If to the Company:


 


NMH Investment, LLC

c/o Vestar Capital Partners

245 Park Avenue, 41st Floor

New York, NY  10167

Attn: General Counsel

Telecopy: (212) 808-4922


 


with a copy to:


 


Simpson Thacher &
Bartlett LLP

425 Lexington Avenue

New York, NY 10017-3954

Attn: Peter J. Gordon

Telecopy: (212) 455-2502


 


(b)                                 If to the Executive, to the
address as shown on the unit register of the Company.


 


7.10                           Integration.
This Agreement and the documents referred to herein or delivered pursuant
hereto which form a part hereof contain the entire understanding of the parties
with respect to the subject matter hereof and thereof. There are no
restrictions, agreements, promises, representations, warranties, covenants or
undertakings with respect to the subject matter hereof other than those
expressly set forth herein and therein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


 


7.11                           Counterparts.
This Agreement may be executed in separate counterparts, and by different
parties on separate counterparts each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.


 


14

















 


7.12                           Injunctive
Relief. The Executive and Executive’s Permitted Transferees each
acknowledges and agrees that a violation of any of the terms of this Agreement
will cause the Company irreparable injury for which adequate remedy at law is
not available. Accordingly, it is agreed that the Company shall be entitled to
an injunction, restraining order or other equitable relief to prevent breaches
of the provisions of this Agreement and to enforce specifically the terms and
provisions hereof in any court of competent jurisdiction in the United States
or any state thereof, in addition to any other remedy to which it may be
entitled at law or equity.


 


7.13                           Rights
Cumulative; Waiver. The rights and remedies of the Executive and the
Company under this Agreement shall be cumulative and not exclusive of any
rights or remedies which either would otherwise have hereunder or at law or in
equity or by statute, and no failure or delay by either party in exercising any
right or remedy shall impair any such right or remedy or operate as a waiver of
such right or remedy, nor shall any single or partial exercise of any power or
right preclude such party’s other or further exercise or the exercise of any
other power or right. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any preceding or succeeding breach and no failure by either party to exercise
any right or privilege hereunder shall be deemed a waiver of such party’s
rights or privileges hereunder or shall be deemed a waiver of such party’s
rights to exercise the same at any subsequent time or times hereunder.


 


*     *    
*     *     *


 


15

















 


IN WITNESS WHEREOF, the parties have executed this Management Unit
Subscription Agreement as of the date first above written.


 


	
   

  	
  NMH INVESTMENT,
  LLC,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of
  Executive]

  



 


16

















 


CONSENT OF SPOUSE


 


I,
                             ,
the undersigned spouse of Executive, hereby acknowledge that I have read the
foregoing Management Unit Subscription Agreement (the “Agreement”) and
that I understand its contents. I am aware that the Agreement provides for the
repurchase of my spouse’s Units (as defined in the Agreement) under certain
circumstances and imposes other restrictions on the transfer of such Units. I
agree that my spouse’s interest in the Units is subject to the Agreement and
any interest I may have in such Units shall also be irrevocably bound by the
Agreement and, further, that my community property interest in such Units, if
any, shall be similarly bound by the Agreement.


 


I am
aware that the legal, financial and other matters contained in the Agreement
are complex and I am encouraged to seek advice with respect thereto from
independent legal and/or financial counsel. I have either sought such advice or
determined after carefully reviewing the Agreement that I hereby waive such
right.


 


	
   

  	
  Acknowledged and
  agreed this        day of

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Witness

  	
   

  
					



 


1

















 


SCHEDULE I




	
  Purchased Units

  	
   

  	
  Number

  	
   

  	
  Price per Unit

  	
   

  	
  Aggregate Amount

  
	
  Class B Units:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class C Units:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class D Units:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2

















 


EXHIBIT
A


 


ELECTION TO
INCLUDE UNITS IN GROSS

INCOME PURSUANT TO SECTION 83(b) OF THE

INTERNAL REVENUE CODE


 


The
undersigned purchased units (the “Units”) of NMH Investment, LLC (the “Company”)
on                              .
The undersigned desires to make an election to have the Units taxed under the
provision of Section 83(b) of the Internal Revenue Code of 1986, as amended (“Code
§83(b)”), at the time the undersigned purchased the Units.


 


Therefore,
pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder,
the undersigned hereby makes an election, with respect to the Units (described
below), to report as taxable income for calendar year     
the excess, if any, of the Units’ fair market value on                              
over the purchase price thereof.


 


The
following information is supplied in accordance with Treasury Regulation
§1.83-2(e):


 

















 


1.                                       The
name, address and social security number of the undersigned:


 


[Name]


 


[Address]


 


SSN:                                       


 


2.                                       A
description of the property with respect to which the election is being made:          Class
B Common Units,         Class C Common Units
and          Class D Common Units.


 


3.                                       The
date on which the property was transferred:                              .
The taxable year for which such election is made:  calendar year     .


 


4.                                       The
restrictions to which the property is subject: 
The Class B Common Units are subject to a time-based vesting schedule
and the Class C and Class D Common Units are subject to certain time and
performance based objectives. If the undersigned ceases to be employed by the
Company or any of its subsidiaries under certain circumstances, all or a
portion of the Units may be subject to repurchase by the Company at the
original purchase price paid for the Units, regardless of the fair market value
of the Units on the date of such repurchase. The Units are also subject to
transfer restrictions.


 


5.                                       The
aggregate fair market value on                              
of the property with respect to which the election is being made, determined
without regard to any lapse restrictions: $          .


 


6.                                       The
aggregate amount paid for such property: $          .


 


A copy
of this election has been furnished to the Secretary of the Company pursuant to
Treasury Regulations §1.83-2(e)(7).


 


 


	
  Dated: 

  	
   

  	
   

  
	
   

  	
  [Name]

  



 

















 


Exhibit 1.2 to the Management Unit Subscription Agreement 


 


Class B Units


 


With respect to a purchase
of Class B Units pursuant to Section 4.2 in the case of a termination of
employment of an Executive described in Section 4.2(a)(i) or Section
4.2(a)(ii), the Applicable Percentage shall be determined in accordance with
the following table attached to this Exhibit 1.2 as Annex A based on the
Month (as defined below) during which the employment of such Executive is
terminated:


 


With respect to a purchase
of Class B Units pursuant to Section 4.2 in the case of a termination of
employment of an Executive described in Section 4.2(a)(iii)(B), the Applicable
Percentage shall be determined in accordance with the table attached to this
Exhibit 1.2 as Annex B based on the Month (as defined below) during
which the employment of such Executive is terminated.


 


For purposes of this Exhibit
1.2, “Month” means (i) in the case of Month 1, the period commencing on                               (the “Measurement Date”)(4) and ending on
the calendar day immediately preceding the one-month anniversary of the
Measurement Date, (ii) for Month 2, the period commencing on the one-month
anniversary of the Measurement Date and ending on the calendar day immediately
preceding the two-month anniversary of the Measurement Date and (iii) for each
other Month, the period determined in the manner in which Month 2 was
determined, substituting the number of the month minus one for “one” in the
preceding clause (ii) and substituting the number of the month for “two” in the
preceding clause (ii).


 

















 


Annex A
to Exhibit 1.2


 


	
   

  	
   

  	
  Month During Which

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Employment is

  	
   

  	
  Applicable

  	
   

  
	
   

  	
   

  	
  Terminated

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  2

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  3

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  4

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  5

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  6

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  7

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  8

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  9

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  10

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  11

  	
   

  	
  0.00

  	
  %

  
	
  End of 1st year

  	
   

  	
  12

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  13

  	
   

  	
  20.00

  	
  %

  
	
   

  	
   

  	
  14

  	
   

  	
  21.70

  	
  %

  
	
   

  	
   

  	
  15

  	
   

  	
  23.40

  	
  %

  
	
   

  	
   

  	
  16

  	
   

  	
  25.10

  	
  %

  
	
   

  	
   

  	
  17

  	
   

  	
  26.80

  	
  %

  
	
   

  	
   

  	
  18

  	
   

  	
  28.50

  	
  %

  
	
   

  	
   

  	
  19

  	
   

  	
  30.20

  	
  %

  
	
   

  	
   

  	
  20

  	
   

  	
  31.90

  	
  %

  
	
   

  	
   

  	
  21

  	
   

  	
  33.60

  	
  %

  
	
   

  	
   

  	
  22

  	
   

  	
  35.30

  	
  %

  
	
   

  	
   

  	
  23

  	
   

  	
  37.00

  	
  %

  
	
  End of 2nd year

  	
   

  	
  24

  	
   

  	
  38.70

  	
  %

  
	
   

  	
   

  	
  25

  	
   

  	
  40.40

  	
  %

  
	
   

  	
   

  	
  26

  	
   

  	
  42.10

  	
  %

  
	
   

  	
   

  	
  27

  	
   

  	
  43.80

  	
  %

  
	
   

  	
   

  	
  28

  	
   

  	
  45.50

  	
  %

  
	
   

  	
   

  	
  29

  	
   

  	
  47.20

  	
  %

  
	
   

  	
   

  	
  30

  	
   

  	
  48.90

  	
  %

  
	
   

  	
   

  	
  31

  	
   

  	
  50.60

  	
  %

  
	
   

  	
   

  	
  32

  	
   

  	
  52.30

  	
  %

  
	
   

  	
   

  	
  33

  	
   

  	
  54.00

  	
  %

  
	
   

  	
   

  	
  34

  	
   

  	
  55.70

  	
  %

  
	
   

  	
   

  	
  35

  	
   

  	
  57.40

  	
  %

  
	
  End of 3rd year

  	
   

  	
  36

  	
   

  	
  59.10

  	
  %

  
	
   

  	
   

  	
  37

  	
   

  	
  60.80

  	
  %

  
	
   

  	
   

  	
  38

  	
   

  	
  62.50

  	
  %

  
	
   

  	
   

  	
  39

  	
   

  	
  64.20

  	
  %

  
	
   

  	
   

  	
  40

  	
   

  	
  65.90

  	
  %

  
	
   

  	
   

  	
  41

  	
   

  	
  67.60

  	
  %

  
	
   

  	
   

  	
  42

  	
   

  	
  69.30

  	
  %

  
	
   

  	
   

  	
  43

  	
   

  	
  71.00

  	
  %

  



 

















 


	
   

  	
   

  	
  44

  	
   

  	
  72.70

  	
  %

  
	
   

  	
   

  	
  45

  	
   

  	
  74.40

  	
  %

  
	
   

  	
   

  	
  46

  	
   

  	
  76.10

  	
  %

  
	
   

  	
   

  	
  47

  	
   

  	
  77.80

  	
  %

  
	
  End of 4th year

  	
   

  	
  48

  	
   

  	
  79.50

  	
  %

  
	
   

  	
   

  	
  49

  	
   

  	
  81.20

  	
  %

  
	
   

  	
   

  	
  50

  	
   

  	
  82.90

  	
  %

  
	
   

  	
   

  	
  51

  	
   

  	
  84.60

  	
  %

  
	
   

  	
   

  	
  52

  	
   

  	
  86.30

  	
  %

  
	
   

  	
   

  	
  53

  	
   

  	
  88.00

  	
  %

  
	
   

  	
   

  	
  54

  	
   

  	
  89.70

  	
  %

  
	
   

  	
   

  	
  55

  	
   

  	
  91.40

  	
  %

  
	
   

  	
   

  	
  56

  	
   

  	
  93.10

  	
  %

  
	
   

  	
   

  	
  57

  	
   

  	
  94.80

  	
  %

  
	
   

  	
   

  	
  58

  	
   

  	
  96.50

  	
  %

  
	
   

  	
   

  	
  59

  	
   

  	
  98.20

  	
  %

  
	
  End of 5th year

  	
   

  	
  60

  	
   

  	
  99.90

  	
  %

  
	
   

  	
   

  	
  61 and thereafter

  	
   

  	
  100.00

  	
  %

  



 

















 


Annex B
to Exhibit 1.2


 


	
   

  	
   

  	
  Month During Which

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Employment is

  	
   

  	
  Applicable

  	
   

  
	
   

  	
   

  	
  Terminated

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  2

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  3

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  4

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  5

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  6

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  7

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  8

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  9

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  10

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  11

  	
   

  	
  0.00

  	
  %

  
	
  End of 1st year

  	
   

  	
  12

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  13

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  14

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  15

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  16

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  17

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  18

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  19

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  20

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  21

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  22

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  23

  	
   

  	
  0.00

  	
  %

  
	
  End of 2nd year

  	
   

  	
  24

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  25

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  26

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  27

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  28

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  29

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  30

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  31

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  32

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  33

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  34

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  35

  	
   

  	
  0.00

  	
  %

  
	
  End of 3rd year

  	
   

  	
  36

  	
   

  	
  0.00

  	
  %

  
	
   

  	
   

  	
  37

  	
   

  	
  40.00

  	
  %

  
	
   

  	
   

  	
  38

  	
   

  	
  43.18

  	
  %

  
	
   

  	
   

  	
  39

  	
   

  	
  46.36

  	
  %

  
	
   

  	
   

  	
  40

  	
   

  	
  49.54

  	
  %

  
	
   

  	
   

  	
  41

  	
   

  	
  52.72

  	
  %

  
	
   

  	
   

  	
  42

  	
   

  	
  55.90

  	
  %

  
	
   

  	
   

  	
  43

  	
   

  	
  59.08

  	
  %

  



 

















 


	
   

  	
   

  	
  44

  	
   

  	
  62.26

  	
  %

  
	
   

  	
   

  	
  45

  	
   

  	
  65.44

  	
  %

  
	
   

  	
   

  	
  46

  	
   

  	
  68.62

  	
  %

  
	
   

  	
   

  	
  47

  	
   

  	
  71.80

  	
  %

  
	
  End of 4th year

  	
   

  	
  48

  	
   

  	
  74.98

  	
  %

  
	
   

  	
   

  	
  49

  	
   

  	
  77.06

  	
  %

  
	
   

  	
   

  	
  50

  	
   

  	
  79.14

  	
  %

  
	
   

  	
   

  	
  51

  	
   

  	
  81.22

  	
  %

  
	
   

  	
   

  	
  52

  	
   

  	
  83.30

  	
  %

  
	
   

  	
   

  	
  53

  	
   

  	
  85.38

  	
  %

  
	
   

  	
   

  	
  54

  	
   

  	
  87.46

  	
  %

  
	
   

  	
   

  	
  55

  	
   

  	
  89.54

  	
  %

  
	
   

  	
   

  	
  56

  	
   

  	
  91.62

  	
  %

  
	
   

  	
   

  	
  57

  	
   

  	
  93.70

  	
  %

  
	
   

  	
   

  	
  58

  	
   

  	
  95.78

  	
  %

  
	
   

  	
   

  	
  59

  	
   

  	
  97.86

  	
  %

  
	
  End of 5th year

  	
   

  	
  60

  	
   

  	
  99.94

  	
  %

  
	
   

  	
   

  	
  61 and thereafter

  	
   

  	
  100.00

  	
  %