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Exhibit 10.8    
    


NATIONAL MENTOR HOLDINGS, LLC  


 EXECUTIVE DEFERRED COMPENSATION PLAN  


 (f/k/a National Mentor, Inc. Executive Deferred Compensation Plan)  


 As Amended and Restated Effective as of January 1, 2006  








NATIONAL MENTOR HOLDINGS, LLC  


 EXECUTIVE DEFERRED COMPENSATION PLAN  


 (f/k/a National Mentor, Inc. Executive Deferred Compensation Plan)  


 As Amended and Restated Effective as of January 1, 2006  


Table of Contents  



	ARTICLE I Introduction	 	1
	 	
 1.1	
 	

Name	
 	

1
	 	1.2	 	Purpose	 	1
	

ARTICLE II Plan Participation	
 	

1
	

ARTICLE III Contributions	
 	

1
	 	
 3.1	
 	

Contributions	
 	

2
	 	3.2	 	Account	 	2
	

ARTICLE IV Earnings on Account Balances	
 	

2
	 	
 4.1	
 	

Investments	
 	

2
	 	4.2	 	Actual Investment Not Required	 	2
	 	4.3	 	Crediting of Contributions	 	2
	

ARTICLE V Distribution of Account Balances	
 	

2
	 	
 5.1	
 	

Vesting	
 	

2
	 	5.2	 	Timing Distribution	 	3
	 	5.3	 	Form of Distribution of Account Balances	 	3
	 	5.4	 	Involuntary Distributions	 	3
	 	5.5	 	Designation of Beneficiaries	 	3
	

ARTICLE VI Establishment of Trust	
 	

3
	 	
 6.1	
 	

Establishment of Trust	
 	

3
	 	6.2	 	Status of Trust	 	4
	

ARTICLE VII Amendment and Termination	
 	

4
	 	
 7.1	
 	

Amendment	
 	

4
	 	7.2	 	Plan Termination	 	4
	 	 	 	 	 









	

ARTICLE VIII Administration	
 	

4
	 	
 8.1	
 	

Administration of the Plan	
 	

4
	 	8.2	 	Decisions of the Committee	 	4
	 	8.3	 	Review of Benefit Determinations	 	5
	

ARTICLE IX Definitions	
 	

5
	 	
 9.1	
 	

Account	
 	

5
	 	9.2	 	Account Balance	 	5
	 	9.3	 	Affiliate	 	5
	 	9.4	 	Code	 	5
	 	9.5	 	Committee	 	5
	 	9.6	 	Company	 	5
	 	9.7	 	Contributions	 	5
	 	9.8	 	ERISA	 	5
	 	9.9	 	Participant	 	5
	 	9.10	 	Permitted Investment	 	6
	 	9.11	 	Plan	 	6
	 	9.12	 	Plan Year	 	6
	 	9.13	 	Subsidiary	 	6
	

ARTICLE X General Provisions	
 	

6
	 	
 10.1	
 	

Non-Alienation of Benefits	
 	

6
	 	10.2	 	Withholding for Taxes	 	6
	 	10.3	 	Immunity of Committee Members	 	6
	 	10.4	 	Plan Not to Affect Employment Relationship	 	7
	 	10.5	 	Assumption of Company Liability	 	7
	 	10.6	 	Subordination Rights	 	7
	 	10.7	 	Notices	 	7
	 	10.8	 	Gender and Number; Headings	 	7
	 	10.9	 	Controlling Law	 	7
	 	10.10	 	Successors	 	7
	 	10.11	 	Severability	 	8
	 	10.12	 	Action by Company	 	8










   NATIONAL MENTOR HOLDINGS, LLC  


 EXECUTIVE DEFERRED COMPENSATION PLAN  


 (f/k/a National Mentor, Inc. Executive Deferred Compensation Plan)  


 As Amended and Restated Effective as of January 1, 2006  



        THIS AMENDMENT AND RESTATEMENT is adopted by National Mentor Holdings, LLC, a Delaware limited liability company (the "Company"), as of January 1, 2006. 


Recitals  


          (i)  The
Company adopted the Plan as of March 9, 2001; 


         (ii)  The
Company reserved the right to amend the Plan from time to time; 


        (iii)  The
Company now desires to amend the Plan to conform to the requirements of Internal Revenue Code § 409A, as adopted in § 885 of the American
Jobs Creation Act of 2004, Pub. L. 108-357 (October 22, 2004). 


Amendment and Restatement  


        The Plan is hereby amended and restated, in its entirety, to provide as follows: 


ARTICLE I

Introduction 


        1.1    Name    


        The
name of this plan is the "National Mentor Holdings, LLC Executive Deferred Compensation Plan." Capitalized terms used in this Plan have the meanings assigned in Article IX. 


        1.2    Purpose    


        This
Plan is an unfunded nonqualified deferred compensation arrangement established for the purpose of providing deferred compensation to a select group of management or highly
compensated employees (as defined for purposes of Title I of ERISA) of the Company or its Subsidiaries or Affiliates. 


ARTICLE II

Plan Participation 


        An
Employee of the Company or a Subsidiary or an Affiliate who is a key member of management and/or a highly compensated employee within the meaning of ERISA
§§201, 301(a)(3) and 401(a)(1) becomes a Participant in this Plan on the later of the date on which he or she is— 


          (i)  Appointed
as a Participant by vote of the Committee; and 


         (ii)  Designated
as such in, or by written amendment to, the attached Exhibit A (Schedule of Participants). 


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ARTICLE III

Contributions 


        3.1    Contributions    


        With
respect to each Plan Year, the Committee may, in its discretion, (i) credit a Participant's Account with a Contribution, (ii) designate Contributions of different
amounts for each Participant or group of Participants, and (ii) make no Contribution for any Participant or any group of Participants. 


        3.2    Account    



        The
Committee shall establish and maintain an Account with respect to each Participant with respect to whom Contributions have been made. Deemed investment earnings and losses on the
amounts credited to a Participant's Account will be credited or charged to his or her Account in accordance with Article IV. 


ARTICLE IV

Earnings on Account Balances 


        4.1    Investments    



        The
Committee may designate from time to time, that all or a portion of a Participant's Accounts be deemed to be invested in one or more Permitted Investments. Such amounts shall be
deemed to be invested as of such dates as may be specified by the Committee. Each Account will be deemed to receive all interest, dividends, earnings and other property which would have been received
with respect to a Permitted Investment deemed to be held in such Account if such Account was actually invested in
such Permitted Investment. Cash deemed received with respect to a Permitted Investment shall be credited to the Account as of the date it would have been available for reinvestment if the Account was
actually invested in the Permitted Investment. 


        4.2    Actual Investment Not Required    


        The
Company need not actually make any Permitted Investment. If the Company should from time to time make any investment similar to a Permitted Investment, such investment shall be
solely for the Company's own account and the Participant shall have no right, title or interest therein. Accordingly, each Participant is solely an unsecured creditor of the Company with respect to
any amount distributable to him under the Plan 


        4.3    Crediting of Contributions    


        The
Company will credit Contributions (if any) to a Participant's Contributions Account within a reasonable period following the last day of each Plan Year. 


ARTICLE V

Distribution of Account Balances 


        5.1    Vesting    



        A
Participant's Account Balance is at all times 100% vested and nonforfeitable and shall be distributable to the Participant or, in the event of the Participant's death, to his
beneficiary, as provided in Section 5.2 below, subject however, to the provisions of this Plan (including those provisions limiting a Participant's rights to those of an unsecured creditor of
the Company). 


        5.2    Timing Distribution    


        Unless
sooner paid under Section 5.4 (relating to involuntary distributions), each Participant's Account Balance will be paid to him or her (or to his or her Beneficiary in the
case of his or her death) as soon as practicable following the earliest of his or her termination from employment (for any 


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reason
or no reason), disability (within the meaning of Code § 409A(a)(2)(C), or death, but not later than the latest of (i) the last day of the calendar year in which such event
occurs or (ii) the 15th day of the third month following such event. 


        5.3    Form of Distribution of Account Balances    


        Each
Participant's Account Balance will be distributed to him of her, or to his or her Beneficiary in the case of his or her death, in cash (and not in kind) as a lump sum payment. The
lump sum payment will be made on the date provided in Section 5.2. 


        5.4    Involuntary Distributions    



        Despite
any contrary provision of this Article V, the Committee may on its own initiative authorize and direct the Company to distribute to any Participant (or to a designated
beneficiary in the event of the Participant's death) all or any portion of his or her Account: 



        (a)   To
enable him or her to pay income taxes due in the event that any such tax is due prior to the occurrence of a distribution event under Section 5.2, provided
that the amount of such payment may not be more than an amount equal to the income tax withholding that would have been remitted by the Company if there had been a payment of wages equal to the income
includible under Code § 409A; and 


        (b)   In
connection with a change in applicable law, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of
the Treasury, a decision by a court of competent jurisdiction involving the Participant or his or her Beneficiary, or a closing agreement involving the Participant or his Beneficiary under Code
§ 7121 approved by the Internal Revenue Service, provided that the Committee determines that the Participant or Beneficiary, as the case may be, has or will recognize income for federal
income tax purposes with respect to amounts deferred under this Plan prior to the time such amounts otherwise would be paid under this Plan. 




        5.5    Designation of Beneficiaries    


        Each
Participant may name any person (who may be named concurrently, contingently or successively) to whom the Participant's Account Balance under the Plan is to be paid if the
Participant dies before such Account Balance is fully distributed. Each such beneficiary designation will revoke all prior designations by the Participant, shall not require the consent of any
previously named beneficiary, shall be in a form prescribed by or otherwise acceptable to the Committee and will be effective only when filed with the Committee during the Participant's lifetime. If a
Participant fails to designate a beneficiary before his death, as provided above, or if the beneficiary designated by a Participant dies before the date of the Participant's death or before complete
payment of the Participant's Account Balance, the Committee, in its discretion, may pay the Participant's Account Balance to either (i) one or more of the Participant's relatives by blood,
adoption or marriage and in such proportions as the Committee determines, or (ii) the legal representative or representatives of the estate of the last to die of the Participant and his
designated beneficiary. 


ARTICLE VI

Establishment of Trust 


        6.1    Establishment of Trust    


        The
Company may, in its sole discretion, establish a grantor trust (as described in Code § 671) for the purpose of accumulating assets to provide for the obligations
hereunder. The assets and income of such trust shall be subject to the claims of the general creditors of the Company. The establishment of such a trust shall not affect the Company's liability to pay
benefits under this Plan, except that any such liability shall be offset by any payments actually made to a Participant under such a trust. If such a 


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trust
is established, the amount to be contributed thereto shall be determined by the Company and the investment of such assets shall be made in accordance with the trust document. 


        6.2    Status of Trust    


        Participants
shall have no direct or secured claim in any asset of the trust or in specific assets of the Company and will have the status of general unsecured creditors of the Company
for any amounts due under this Plan. The assets and income of the trust will be subject to the claims of the Company's creditors as provided in the trust document 


ARTICLE VII

Amendment and Termination 


        7.1    Amendment    


        The
Company, in its discretion, has the right to amend the Plan from time to time, except that no such amendment shall, without the consent of the Participant to whom deferred
compensation has been credited to any Account under this Plan, adversely affect the right of the Participant (or his beneficiary) to receive payments of such deferred compensation under the terms of
this Plan, nor may such amendment violate any applicable requirement of law. 


        7.2    Plan Termination    


        The
Company may, in its discretion, terminate the Plan at any time, however, no termination of this Plan shall alter the right of a Participant (or his beneficiary) to payments of
deferred compensation previously credited to such Participant's Account under the Plan, nor will it alter or accelerate the timing of distributions in a manner that is inconsistent with the
requirements of Code § 409A(a). 


ARTICLE VIII

Administration 


        8.1    Administration of the Plan    


        The
Plan shall be administered by the Committee. The duties and authority of the Committee under the Plan shall include: 


        (a)   The
interpretation of the provisions of the Plan; 


        (b)   The
adoption of any rules and regulations which may become necessary or advisable in the operation of the Plan; 


        (c)   The
making of such determinations as may be permitted or required pursuant to the Plan; and 


        (d)   The
taking of such other actions as may be required for the proper administration of the Plan in accordance with its terms. 


        8.2    Decisions of the Committee    


        Any
decision of the Committee with respect to any matter within the authority of the Committee shall be final, binding and conclusive upon the Company and each Participant, former
Participant, designated beneficiary, and each person claiming under or through any Participant or designated beneficiary; and no additional authorization or ratification by the Board of Directors or
stockholders of the Company shall be required. Any action taken by the Committee with respect to any one or more Participants shall not be binding on the Committee as to any action to be taken with
respect to any other Participant. A member of the Committee may be a Participant, but no member of the Committee may participate in any decision directly affecting his rights or the computation of his
benefits as an individual Participant under the Plan. Each determination required or permitted under the Plan shall be made by the Committee in the sole and absolute discretion of the Committee. 


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        8.3    Review of Benefit Determinations    



        If
a claim for benefits made by a Participant or his or her beneficiary is denied, the Committee shall within 90 days (or 180 days if special circumstances require an
extension of time) after the claim is made furnish the person making the claim with a written notice specifying the reasons for the denial. Such notice shall also refer to the pertinent Plan
provisions on which the denial is based, describe any additional material or information necessary for properly completing the claim and explain why such material or information is necessary, and
explain the Plan's claim review procedures. If requested in writing, the Committee shall afford each claimant whose claim has been denied a full and fair review of the Committee's decision and, within
60 days (120 days if special circumstances require additional time) of the request for reconsideration of the denied claim, the Committee shall notify the claimant in writing of the
Committee's final decision. 


ARTICLE IX

Definitions 


        9.1    Account    


        "Account"
means a bookkeeping account maintained on behalf of each Participant reflecting the amount of the Contributions credited on behalf of such Participant pursuant to
Section 3.1, as adjusted to reflect income, gains and losses under Article IV. 


        9.2    Account Balance    


        "Account
Balance" means the value, as of a specified date, of a Participant's Account. 


        9.3    Affiliate    



        "Affiliate"
means and includes each professional corporation, association or other entity which has entered into a management, billing, or other services agreement with the Company or
any Subsidiary, or any corporation, limited liability company or other person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control
with, the Company. 


        9.4    Code    



        "Code"
means the Internal Revenue Code of 1986, as amended. 


        9.5    Committee    


        "Committee"
means the persons who have been designated by the Board of Directors of the Company to administer the Plan. If no persons have been designated by the Board of Directors of
the Company to administer the Plan, the full Board of Directors of the Company shall constitute the Committee for purposes of this Plan. 


        9.6    Company    


        "Company"
means National Mentor Holdings, LLC, a Delaware limited liability company, and its successors or assigns. 


        9.7    Contributions    


        "Contributions"
means the contributions made on behalf of a Participant pursuant to Section 3.1. 



        9.8    ERISA    


        "ERISA"
means the Employee Retirement Income Security Act of 1974, as amended. 


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        9.9    Participant    



        "Participant"
means any eligible employee of the Company or its Subsidiaries or Affiliates who is participating under the Plan pursuant to Article III. 


        9.10    Permitted Investment    


        "Permitted
Investment" means such funds, investments or other assets as may be approved by the Committee from time to time for purposes of this Plan. 


        9.11    Plan    



        "Plan"
means "National Mentor Holdings, LLC Executive Deferred Compensation Plan," as (i) originally adopted (as the National Mentor, Inc. Executive Deferred Compensation
Plan) as of March 9, 2001, (ii) amended and restated as of January 1, 2006, and (iii) as subsequently amended from time to time. 


        9.12    Plan Year    


        "Plan
Year" means the calendar year. 


        9.13    Subsidiary    



        "Subsidiary"
means, with respect to the Company, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a
majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company or a combination thereof, or (ii) if a limited liability company,
partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or
indirectly, by the Company or one or its subsidiaries or a combination thereof. The Company will be deemed to have a majority ownership interest in a limited liability company, partnership,
association or other business entity if the Company (i) owns a majority of the limited liability company, partnership, association or other business entity's gains or losses or
(ii) controls the managing director or general partner of such limited liability company, partnership, association or other business entity. 


ARTICLE X

General Provisions 


        10.1    Non-Alienation of Benefits    



        A
Participant's rights to the amounts credited to his Accounts under the Plan shall not be grantable, transferable, pledgeable or otherwise assignable, in whole or in part, by the
voluntary or involuntary acts of any person, or by operation of law, and shall not be liable or taken for any obligation of such person. Any such attempted grant, transfer, pledge or assignment shall
be null and void and without any legal effect. 


        10.2    Withholding for Taxes    


        Notwithstanding
anything contained in this Plan to the contrary, the Company shall withhold from any distribution made under the Plan such amount or amounts as may be required for
purposes of complying with the tax withholding provisions of the Code or any State income tax act for purposes of paying any income, estate, inheritance or other tax attributable to any amounts
distributable or creditable under the Plan. 


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        10.3    Immunity of Committee Members    


        The
members of the Committee may rely upon any information, report or opinion supplied to them by any officer of the Company or any legal counsel, independent public accountant or
actuary, and shall be fully protected in relying upon any such information, report or opinion. No member of the Committee shall have any liability to the Company or any Participant, former
Participant, designated beneficiary, person claiming under or through any Participant or designated beneficiary or other person interested or concerned in connection with any decision made by such
member of the Committee pursuant to the Plan which was based upon any such information, report or opinion if such member of the Committee relied thereon in good faith, or for any other action or
omission of the Committee member made in good faith in connection with the operation of this Plan. 


        10.4    Plan Not to Affect Employment Relationship    



        Neither
the adoption of the Plan nor its operation shall in any way affect the right and power of the Company or its Subsidiaries or Affiliates to dismiss or otherwise terminate the
employment or change the terms of the employment or amount of compensation of any Participant at any time for any reason or without cause. By accepting any payment under this Plan, each Participant,
former Participant, designated beneficiary and each person claiming under or through such person, shall be conclusively bound by any action or decision taken or made under the Plan by the Committee. 


        10.5    Assumption of Company Liability    



        The
obligations of the Company under the Plan may be assumed by any affiliate of the Company, in which case such affiliate shall be obligated to satisfy all of the Company's obligations
under the Plan and the Company shall be released from any continuing obligation under the Plan. At the Company's request, a Participant or designated beneficiary shall sign such documents as the
Company may require in order to effectuate the purposes of this Section 10.5. 


        10.6    Subordination Rights    


        At
the Committee's request, each Participant or designated beneficiary shall sign such documents as the Committee may require in order to subordinate such Participant's or designated
beneficiary's rights under the Plan to the rights of such other creditors of the Company as may be specified by the Committee. 


        10.7    Notices    


        Any
notice required to be given by the Company or the Committee hereunder shall be in writing and shall be delivered in person or by registered or certified mail, return receipt
requested. Any notice given by registered mail shall be deemed to have been given upon the date of registration or certification by the Post Office, correctly addressed to the last known address (as
appearing in the records of the Committee or the Company) of the person to whom such notice is to be given. 


        10.8    Gender and Number; Headings    


        Wherever
any words are used herein in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply; and
wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply. Headings of sections and
subsections of the Plan are inserted for convenience of reference and are not part of the Plan and are not to be considered in the construction thereof. 


        10.9    Controlling Law    


        The
Plan shall be construed in accordance with the laws of the State of Delaware, to the extent not preempted by any applicable federal law. 


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        10.10    Successors    


        The
Plan is binding on all persons entitled to benefits hereunder and their respective heirs and legal representatives, on the Committee and its successor and on any Employer and its
successor, whether by way of merger, consolidation, purchase or otherwise. 


        10.11    Severability    



        If
any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be
enforced as if the invalid provisions had never been set forth therein. 


        10.12    Action by Company    


        Any
action required or permitted by the Company under the Plan shall be by resolution of its Board of Directors or by a duly authorized committee of its Board of Directors, or by a
person or persons authorized by resolution of its Board of Directors or such committee. 


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NATIONAL MENTOR HOLDINGS, LLC  


 EXECUTIVE DEFERRED COMPENSATION PLAN  


 As Amended and Restated Effective as of January 1, 2006  


EXHIBIT A (Schedule of Participants) (effective as of December 19, 2007)  



	Level
 
	 	Contribution rate, as percentage of annual base compensation (not including bonus)
	 	Name

	President and Chief Executive Officer	 	13%	 	Edward M. Murphy
	

Executive Vice President	
 	

11%	
 	

Juliette E. Fay

Denis M. Holler

Bruce F. Nardella
	

Senior Vice President/Managing Director of NMHI/NMHI Business Unit President	
 	

9%	
 	

Linda DeRenzo

John J. Green

Thomas Kayma

Hugh R. Jones, III

Robert A. Longo

Robert Melia

David M. Petersen
	

Chairman of the Board of Directors	
 	

*	
 	

Gregory T. Torres






	*
	Mr. Torres
does not receive contributions under the Plan but his invested amounts are earning a return under the Plan. 











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Exhibit 10.8