Exhibit 10.16


 


 


NATIONAL
MENTOR SERVICES, LLC


 


2003
DEFERRED COMPENSATION PLAN


 


(Effective April 30,
2003)


 





















 


CERTIFICATE


 


 


I,                              ,
the                     
of National Mentor Services, LLC, do hereby certify that the attached is a true
and correct copy of the National Mentor Services, LLC 2003 Deferred
Compensation Plan as in effect on April 30, 2003.


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Dated this 30th day of April, 2003.

  



 





















 


NATIONAL
MENTOR SERVICES, LLC


 


2003
DEFERRED COMPENSATION PLAN


 


(Effective April 30,
2003)


 


Table of Contents


 


	
  ARTICLE I Introduction

  	
   

  
	
  1.1

  	
  Name

  	
   

  
	
  1.2

  	
  Purpose

  	
   

  
	
  1.3

  	
  Administration of
  the Plan

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II I Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III Plan
  Participation

  	
   

  
	
  3.1

  	
  Eligibility

  	
   

  
	
  3.2

  	
  Participation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV Deferral
  Contributions

  	
   

  
	
  4.1

  	
  Deferral Contributions

  	
   

  
	
  4.2

  	
  Deferral
  Contributions Account

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V Account Balances

  	
   

  
	
  5.1

  	
  Hypothetical Shares

  	
   

  
	
  5.2

  	
  Accrued Dividends

  	
   

  
	
  5.3

  	
  Distributions

  	
   

  
	
  5.4

  	
  Adjustments
  for Certain Events

  	
   

  
	
  5.5

  	
  Adjustments
  to Hypothetical Shares of Preferred Stock

  	
   

  
	
  5.6

  	
  Actual
  Investment Not Required

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI Establishment of
  Trust

  	
   

  
	
  6.1

  	
  Establishment of
  Trust

  	
   

  
	
  6.2

  	
  Status of Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII
  Distribution of Account Balances

  	
   

  
	
  7.1

  	
  Vesting

  	
   

  
	
  7.2

  	
  Distributions

  	
   

  
	
  7.3

  	
  Designation
  of Beneficiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII Amendment
  and Termination

  	
   

  
	
  8.1

  	
  Amendment

  	
   

  
	
  8.2

  	
  Plan Termination

  	
   

  



 


i





















 


	
  ARTICLE IX General Provisions

  	
   

  
	
  9.1

  	
  Non-Alienation
  of Benefits

  	
   

  
	
  9.2

  	
  Withholding for
  Taxes

  	
   

  
	
  9.3

  	
  Immunity of
  Committee Members

  	
   

  
	
  9.4

  	
  Plan
  Not to Affect Employment Relationship

  	
   

  
	
  9.5

  	
  Assumption
  of Company Liability

  	
   

  
	
  9.6

  	
  Subordination of
  Rights

  	
   

  
	
  9.7

  	
  Notices

  	
   

  
	
  9.8

  	
  Gender and
  Number; Headings

  	
   

  
	
  9.9

  	
  Controlling Law

  	
   

  
	
  9.10

  	
  Successors

  	
   

  
	
  9.11

  	
  Severability

  	
   

  
	
  9.12

  	
  Action by Company

  	
   

  
	
  9.13

  	
  Review of
  Benefit Determinations

  	
   

  



 


ii





















 


NATIONAL
MENTOR SERVICES, LLC


 


2003
DEFERRED COMPENSATION PLAN


 


ARTICLE I

Introduction


 


1.1                                 Name.  The
name of this plan shall be the “National Mentor Services, LLC 2003 Deferred
Compensation Plan.”  Unless otherwise
expressly provided herein, the capitalized terms used in this Plan shall have
the meanings set forth in Article II.


 


1.2                                 Purpose. 
This Plan shall constitute 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.


 


1.3                                 Administration of the Plan.  The Plan shall be administered by the
Committee.  The duties and authority of
the Committee under the Plan shall include (i) the interpretation of the
provisions of the Plan, (ii) the adoption of any rules and
regulations which may become necessary or advisable in the operation of the
Plan, (iii) the making of such determinations as may be permitted or
required pursuant to the Plan, and (iv) the taking of such other actions
as may be required for the proper administration of the Plan in accordance with
its terms.  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 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.  In the event that the Company and a
Participant enter into a separate written agreement regarding the rights of
such Participant under the Plan, the Committee shall have the sole and absolute
discretion to interpret the terms of such agreement as it relates to the Plan
and to resolve any conflicts between the terms of such agreement and the terms
of this Plan.


 


ARTICLE III

Definitions


 


Capitalized terms used
herein but not otherwise defined herein shall have the following meaning:


 


“Account” means a
bookkeeping account maintained by the Company for a Participant under the Plan.


 


“Account Balance”
means the value, as of a specified date, of any of the Accounts of a
Participant.


 





















 


“Affiliate” of any
particular Person means any other Person controlling, controlled by or under
common control with such particular Person, where “control” means the
possession, directly or indirectly, of the power to direct the management and
policies of a Person whether through the ownership of voting securities,
contract or otherwise, and if such Person is a partnership, “Affiliate” shall
also mean each general partner and limited partner of such Person.


 


“Board” means the
board of directors of the Company.


 


“Code” means the
Internal Revenue Code of 1986, as amended.


 


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


 


“Company” means
National Mentor Services, LLC, a Delaware limited liability company, or its
successors or assigns under the Plan.


 


“Deferral
Contributions” means the amount that a Participant has elected to reduce
his or her compensation by pursuant to Section 4.1(a) of this
Plan or the amount credited to such Participant pursuant to Section 4.1(b) of
this Plan.


 


“Effective Date”
means April 30, 2003.


 


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


 


“Holdings” means
National Mentor Holdings, Inc.


 


“Liquidation Value”
means the liquidation value of a share of Preferred Stock as provided in
Holdings’ Certificate of Incorporation.


 


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


 


“Person” means an
individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.


 


“Plan” means this “National
Mentor Services, LLC 2003 Deferred Compensation Plan,” as amended from time to
time.


 


“Plan Year” means
the calendar year; provided, however, that the initial Plan Year shall be the
period from April 30, 2003 through December 31, 2003.


 


“Preferred Stock”
shall mean the Series A Preferred Stock, par value $0.01 per share, of
Holdings.


 


2





















 


“Sale of Holdings”
means the sale of Holdings to an independent third party or group of
independent third parties (as the term “group” is used under the Securities
Exchange Act of 1934, as amended) pursuant to which such party or parties
acquire (i) capital stock of Holdings possessing the voting power under
normal circumstances to elect a majority of Holdings’ Board of Directors
(whether by merger, consolidation, sale or transfer of Holdings’ capital stock)
or (ii) more than 50% of Holdings’ assets determined on a consolidated
basis.


 


“Subsidiary”
means, with respect to any Person, 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 that Person or one or more of the other Subsidiaries
of that Person 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 any
Person or one or more Subsidiaries of that Person or a combination
thereof.  For purposes hereof, a Person
or Persons shall be deemed to have a majority ownership interest in a limited
liability company, partnership, association or other business entity if such
Person or Persons shall be allocated a majority of limited liability company,
partnership, association or other business entity gains or losses or shall be
or control the managing director or general partner of such limited liability
company, partnership, association or other business entity.


 


ARTICLE III

Plan Participation


 


3.1                                 Eligibility.  The Committee shall designate, in writing,
each person that is eligible to receive a benefit under this Plan.  The initial eligible persons shall be the
executives of the Company or its Subsidiaries or Affiliates listed on Exhibit A
attached hereto.  Only those employees
who are in a select group of management or are highly compensated (within the
meaning of Title I of ERISA) may be designated as eligible to participate under
this Plan.


 


3.2                                 Participation.  With respect to each person whose name
appears under the heading “REM Employees” on Exhibit A hereto, each
such person shall become a Participant hereunder by timely executing a deferral
election form with the Committee in accordance with the requirements of Article IV.  With respect to each person whose name
appears under the heading “Mentor Employees” on Exhibit A hereto,
each such person shall automatically be a Participant hereunder without the
need to file any election.


 


ARTICLE IV

Deferral Contributions


 


4.1                                 Deferral Contributions. (a) With
respect to each person whose name appears under the heading “REM Employees” on Exhibit A
hereto, each such person may elect to reduce his or her compensation by an
amount less than or equal to the amount of any bonus or similar payment to be
paid to such person relating to the acquisition of REM, Inc. and certain
of its Affiliates by the Company.  Each
such person desiring to so defer compensation hereunder shall file a written
election with the Committee in such form and at such time as the Committee may


 


3





















 


determine.  The
completion of such an election shall evidence such person’s authorization of
the Company and its Affiliates to reduce his or her compensation and shall
thereafter be irrevocable.  The amount by
which such person’s compensation has been so reduced shall be such person’s
Deferral Contribution.  (b) With
respect to each person whose name appears under the heading “Mentor Employees”
on Exhibit A hereto, each such person shall have a Deferral
Contribution in the amount set forth opposite his or her name on Exhibit A
hereto.


 


4.2                                 Deferral Contributions
Account.  The Committee shall
establish and maintain an Account with respect to each Participant that has a
Deferral Contribution under this Article IV.  The Participant’s Account shall be a
bookkeeping account maintained by the Company and shall initially reflect such
Participant’s Deferral Contribution.  The
Account shall be increased or decreased in accordance with Article V.


 


ARTICLE V

Account Balances


 


5.1                                 Hypothetical Shares.  The Company shall credit all Deferral
Contributions to a Participant’s Account as of the date designated by the
Committee.  When and as a Deferral
Contribution is credited to a Participant’s Account, for purposes of this Plan
such Deferral Contribution shall be treated as if it was hypothetically
invested in a number of shares of newly issued Preferred Stock having a
Liquidation Value equal to the amount of such Deferred Contribution.


 


5.2                                 Accrued Dividends.  Each Account shall be credited on a daily
basis by an amount equal to all dividends which would have accrued on such day
with respect to the Preferred Stock deemed to be held in such Account as if
such Account was actually invested in the Preferred Stock.  For purposes of Section 7.2(b) hereof,
without duplication for any accruals pursuant to this Article V, the
amount of any dividend actually declared and paid on the Preferred Stock that
would have been received if a Participant’s Account were actually invested in
the Preferred Stock shall be deemed to be hypothetically reinvested in a number
of shares of newly issued Preferred Stock having a Liquidation Value equal to
the amount of such dividend.


 


5.3                                 Distributions.  When and as any amount is distributed to any
Participant in respect of his or her Account, such Account shall be reduced by
the amount of such distribution.


 


5.4                                 Adjustments for Certain Events.  Effective immediately prior to any (i) liquidation,
dissolution or winding up of Holdings (whether voluntary or involuntary), (ii) Sale
of Holdings, (iii) sale or exchange of all or substantially all of the
issued and outstanding Preferred Stock, and/or (iv) similar or comparable
transaction, event or occurrence, each Participant’s Account Balance shall be
adjusted to equal that which such Participant would have received in connection
with such transaction, event or occurrence if such Participant were actually
the holder of the Preferred Stock deemed to be held in such Participant’s
Account.  By way of example, if in
connection with a liquidation, dissolution or winding up of Holdings, the
holders of Preferred Stock were to receive only 50% of the Liquidation Value
thereof and no accrued and unpaid dividends thereon, then each Participant’s
Account Balance would be similarly reduced.


 


4





















 


5.5                                 Adjustments to Hypothetical
Shares of Preferred Stock.  For
purposes of this Plan, if (i) the Company makes any distribution to any
Participant in respect of his or her Account or (ii) the Company makes any
adjustment to a Participant’s Account Balance pursuant to Section 5.4
above, then in each such case, the number of shares of Preferred Stock
hypothetically held in such Account and/or the accrued and unpaid dividends on
the shares of Preferred Stock hypothetically held in such Account shall be
appropriately adjusted as determined by the Committee.


 


5.6                                 Actual Investment Not
Required.  Nothing in this Plan shall
require the Company to make any investment in (including any purchase or
issuance of) any Preferred Stock.  If the
Company should from time to time make any investment similar to the Preferred
Stock, 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.


 


ARTICLE VI

Establishment of Trust


 


6.1                                 Establishment of Trust.  The Company may, in its sole discretion,
establish a grantor trust (as described in Section 671 of the Code) 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 hereunder except
that any such liability shall be offset by any payments actually made to a
Participant under such a trust.  In the
event such a 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, if any, 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, if any, will be subject to the claims of the Company’s
creditors as provided in the trust document.


 


ARTICLE VII

Distribution of Account Balances


 


7.1                                 Vesting. 
The Participant’s Account shall be 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 this Article VII, subject
however, to the provisions of this Plan to the contrary (including those
provisions limiting a Participant’s rights to those of an unsecured creditor of
the Company).


 


7.2                                 Distributions.


 


(a)                                  Distributions
at the Company’s Election. 
Notwithstanding anything to the contrary contained herein, the Committee
may on its own initiative authorize and direct the Company to distribute to any
Participant all or any portion of the Participant’s Account at any time and for
any reason.


 


5





















 


(b)                                 Required
Distributions.


 


(i)                                     Redemption.  If Holdings at any time makes a ratable
redemption of all outstanding shares of its Preferred Stock in accordance with Section 4
of Holdings’ Certificate of Incorporation, the Committee shall direct the
Company to make a cash distribution to each Participant from such Participant’s
Account in an amount equal to the cash proceeds such Participant would have
received had the Preferred Stock deemed to be held in such Participant’s
Account actually been issued and outstanding shares of Preferred Stock as of
the time of such redemption.


 


(ii)                                  Liquidation.  Upon any liquidation, dissolution or winding
up of Holdings (whether voluntary or involuntary), the Committee shall direct
the Company to distribute to each Participant from such Participant’s Account,
at the same time and in the same manner, as holders of Preferred Stock under
Holdings’ Certificate of Incorporation as if such Participant were actually the
holder of the Preferred Stock deemed to be held in such Participant’s Account.


 


(iii)                               Other Agreements.  If the Company is required pursuant to a
written agreement between a Participant and the Company to make a distribution
of such Participant’s Account Balance not otherwise required hereunder, the
Company shall distribute to such Participant his or her Account Balance at the
times and in the proportions required by such written agreement, subject to the
terms and conditions of the Plan.  In the
event of any conflict between the terms or conditions of such an agreement and
this Plan, the terms and condition of this Plan shall control.


 


7.3                                 Designation of Beneficiaries.  Each Participant may name any person (who may
be named concurrently, contingently or successively) to whom the Participant’s
Account under the Plan is to be paid if the Participant dies before such
Account 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, the Committee,
in its discretion, may pay the Participant’s Account 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 VIII

Amendment and Termination


 


8.1                                 Amendment. 
The Company, in its discretion, shall have 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,


 


6





















 


adversely affect the right of the Participant (or his
beneficiary) to receive payments of such deferred compensation under the terms
of this Plan.


 


8.2                                 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 Accounts under the
Plan.  Notwithstanding the preceding
sentence or Section 8.1, in connection with the Plan’s termination
(or in any amendment adopted in connection with such termination), the Company
may provide that each Participant’s Account under the Plan will be distributed
as soon as my be practicable to the Participant (or, if applicable,
beneficiary).


 


ARTICLE IX

General Provisions


 


9.1                                 Non-Alienation of Benefits.  A Participant’s rights to the amounts
credited to his or her 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.


 


9.2                                 Withholding for Taxes.  To the extent the Code or Treasury
Regulations or any state or local tax act requires tax or other amounts to be
withheld or paid (collectively, “Withholdings”) with respect to amounts
creditable or distributable to the Participant under the Plan, the Company may
withhold from any distribution made under the Plan any such Withholdings and/or
as a condition of the Participant becoming entitled to any amount under the
Plan (i) require the Participant to pay such amount to the Company or (ii) reduce
the Deferral Contributions or Account Balance of such Participant by the amount
of such Withholdings.


 


9.3                                 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.


 


9.4                                 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.


 


7





















 


9.5                                 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.


 


9.6                                 Subordination of 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 or
its Affiliates as may be specified by the Committee.


 


9.7                                 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.


 


9.8                                 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.


 


9.9                                 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.


 


9.10                           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.


 


9.11                           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.


 


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


 


9.13                           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


 


8





















 


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.


 


*          *          *          *          *


 


9





















 


EXHIBIT A


 


Initial Participants


 


REM EMPLOYEES


 


	
  Participant

  	
   

  	
  Date of Credit for

  Initial Account

  Balance

  	
   

  	
  Initial Account

  Balance

  	
   

  	
  Shares of Preferred Stock

  Deemed Initially Held

  	
   

  
	
  Dave Petersen

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  99,624.99

  	
   

  	
  99.625

  	
   

  
	
  John Green

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  61,054.13

  	
   

  	
  61.054

  	
   

  
	
  Neil Brendmoen

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  58,596.95

  	
   

  	
  58.597

  	
   

  
	
  Peg DuBord

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  33,483.97

  	
   

  	
  33.484

  	
   

  



 


MENTOR EMPLOYEES


 


	
  Participant

  	
   

  	
  Date of Credit for

  Initial Account
 Balance

  	
   

  	
  Initial Account

  Balance

  	
   

  	
  Shares of Preferred Stock

  Deemed Initially Held

  	
   

  
	
  Gregory Torres

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  96,415.25

  	
   

  	
  96.415

  	
   

  
	
  Donald Monack

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  88,031.32

  	
   

  	
  88.031

  	
   

  
	
  Julie Fay

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  37,690.87

  	
   

  	
  37.691

  	
   

  
	
  Robert Longo

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  26,166.05

  	
   

  	
  26.166

  	
   

  
	
  Bruce Nardella

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  22,614.52

  	
   

  	
  22.615

  	
   

  
	
  Laura Rice

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  25,151.80

  	
   

  	
  25.152

  	
   

  
	
  Denis Holler

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  37,690.87

  	
   

  	
  37.691

  	
   

  
	
  Elizabeth Hopper

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  66,335.93

  	
   

  	
  66.336

  	
   

  
	
  Thomas Kayma

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  15,076.35

  	
   

  	
  15.076

  	
   

  
	
  Christina Pak

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  20,959.84

  	
   

  	
  20.960

  	
   

  
	
  John Gillespie

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  88,031.32

  	
   

  	
  88.031

  	
   

  
	
  Hugh R. Jones
  III

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  12,061.08

  	
   

  	
  12.061

  	
   

  
	
  Randy Evans

  	
   

  	
  May 1, 2003

  	
   

  	
  $

  	
  9,045.81

  	
   

  	
  9.046