Exhibit 10.5


 


FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT


 


THIS
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”),
dated as of March 9 , 2001, is made to the Employment Agreement
(the “Employment Agreement”), dated as of September 29, 1999, by
and between Greg Torres (“Officer”) and National Mentor, Inc., a
Delaware corporation (“Employer”). All capitalized terms used herein and
not otherwise defined herein shall have the meanings given to such terms in the
Employment Agreement.


 


WHEREAS, Officer
and National Mentor Holdings, Inc., a Delaware corporation and the parent
corporation of Employer, are party to that certain Management Stock Purchase
Agreement, dated as of the date hereof;


 


WHEREAS, in
connection with the purchase and sale of stock thereunder, Officer has agreed
to enter into this Amendment; and


 


WHEREAS, the
parties hereto wish to amend the Employment Agreement as set forth herein.


 


NOW THEREFORE, for
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto hereby amend the Employment Agreement as
follows:


 


1.                                       The
title of Section 6 is hereby deleted in its entirety and the following is
substituted in its place:


 


“6.                                Termination”


 


2.                                       The
last sentence of Section 6(c) of the Employment Agreement, which
begins with the words “In the event of a termination,” is hereby deleted in its
entirety and the following is substituted in its place:


 


“In the event of a
termination for “good reason” pursuant to this Section, Officer will be
entitled to receive all compensation and benefits provided for in this
Agreement for a termination by Employer without cause.”


 


3.                                       Section 6(e) of
the Employment Agreement is hereby deleted in its entirety and the following is
substituted in its place:


 


“(e) Effect
of Termination. Except as otherwise provided for in this Agreement, upon
termination of this Agreement, all rights and obligations under this Agreement
will cease except for the rights and obligations under Sections 4 and 5 to the
extent Officer has not been compensated or reimbursed for services performed
prior to termination or has not been


 


1





















 


paid vacation and
reimbursable travel and entertainment expenses accrued through the termination
date (the amount of compensation to be prorated for the portion of the pay
period prior to termination); the rights and obligations under Sections 8, 9
and 10; and all procedural and remedial provisions of this Agreement. A
termination of this Agreement will constitute a termination of Officer’s
employment with Employer.”


 


4.                                       Section 7 of the Employment
Agreement, entitled “Rights upon, a Change of Control; Retention Bonus,” is
hereby deleted in its entirety.


 


5.                                       In
each place where the word “Magellan” appears in the Employment Agreement such
word shall be deleted and substituted in its place shall be the following:


 


“National Mentor
Holdings, Inc.”


 


6.                                       The
word “Maryland” in Section 10 of the Employment Agreement entitled “Governing
Law” is hereby deleted and the following is substituted in its place:


 


“Massachusetts”


 


7.                                       The
name “Magellan Health Services, Inc.” and the address information
appearing under such name in Section 14 of the Employment Agreement is
hereby deleted in its entirety and the following is substituted in its place:


 


“National Mentor Holdings, Inc.


c/o Madison Dearborn
Capital Partners, LLC


Three First National
Plaza, Suite 3800


Chicago, Illinois 60602


Attention: Timothy
Sullivan


Fax No. (312) 895-1001”


 


8.                                       The
second sentence of Section 19 of the Employment Agreement, which begins
with the words “No amendment or modification,” is hereby deleted in its
entirety and the following is substituted in its place:


 


“No amendment or
modification of this Agreement will be valid unless made in writing and signed
by each of the parties and countersigned by Madison Dearborn Capital Partners,
LLC.”


 


9.                                       Full
Force and Effect. Except as expressly amended or modified hereby, the
Employment Agreement will and does remain in full force and effect.


 


10.                                 Counterparts.
This Amendment may be executed simultaneously in two or more counterparts, any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same Amendment.


 


2





















 


11.                                 No
Strict Construction. The language used in this Amendment shall be deemed to
be the language chosen by the parties hereto to express their mutual intent,
and no rule of strict construction shall be applied against any person.


 


*                                         *                                         *                                         *                                         *


 


3





















 


IN
WITNESS WHEREOF, this Amendment has been duly executed as of
the date and year first written above.


 


 


	
   

  	
  NATIONAL MENTOR, INC.

  
	
   

  	
  “Employer”

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Torres

  
	
   

  	
  Name:

  	
  Gregory Torres

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Greg Torres

  
	
   

  	
  “Officer”

  
	
   

  	
  /s/ Gregory Torres

  	
   

  
							



 


 


ACKNOWLEDGED AND AGREED


this 9th
day of March, 2001


 


	
  MAGELLAN HEALTH SERVICES, INC.

  
	
   

  
	
  By:

  	
  /s/ Mark S. Demilio

  	
   

  
	
  Name: Mark S. Demilio

  
	
  Title: Executive Vice
  President, Finance and Legal