Exhibit 10.1





Exhibit 10.1



November
16, 2010




VIA HAND DELIVERY




Mr. Hugh R. Jones III

7 Old Sudbury Rd

Wayland, MA 01778-1806




Dear Tripp:




You have informed me of your intention to resign your employment as Executive Vice President and
Chief Administrative Officer for National Mentor Holdings, Inc. (the “Company”) effective December
31, 2010 for “Good Reason” (as that term is defined in section 2(a)(v)(A) of the Amended and
Restated Severance and Noncompetition Agreement between you and the Company dated December 31, 2008
(the “Severance Agreement”)). The Company hereby accepts your resignation on that basis.



In connection with your resignation, if you sign and return this letter agreement and release (the
“Agreement”) within twenty-one (21) days and affirm your assent to this agreement by signing
Attachment A to this Agreement on December 31, 2010, and do not revoke your assent to the terms of
this Agreement or Attachment A, the Company will provide you with the severance benefits described
below. By timely signing and returning this Agreement and Attachment A and not revoking your
assent, you will be entering into a binding agreement with the Company and will be agreeing to the
terms and conditions set forth in the numbered sections below, including the release of claims set
forth in section 3. Therefore, you are advised to consult with an attorney before signing this
Agreement. If you sign this Agreement and Attachment A, you may change your mind and revoke your
assent during the seven (7) day period after you have signed either document by notifying Linda
DeRenzo, Senior Vice President and General Counsel, in writing and delivering the revocation via
overnight mail to her attention at 313 Congress Street, Boston, Massachusetts 02210. If you do not
so revoke, this Agreement (together with Attachment A) will become a binding agreement between you
and the Company upon the expiration of the seven day revocation period. If you choose not to
timely sign or you timely revoke your assent, you will not be eligible for any severance benefits
from the Company. You will, however, receive payment for your final wages and any accrued but
unused vacation through your final date of employment.



Regardless of whether you sign this Agreement or Attachment A, you may be eligible to elect to
continue receiving group health insurance for any Company-sponsored health plans participated in by
you as of your last date of employment under the COBRA law. Except as provided I section 2 (c)
below, if you are eligible for and elect group health insurance continuation under COBRA, all
premium costs shall be paid by you on a monthly basis for as long as, and to the extent that, you
remain eligible. Please consult the COBRA materials to be provided by the Company under separate
cover for details regarding COBRA benefits. If you do not sign this Agreement, all other
Company-provided benefits cease upon your separation. Further, the disposition of your Units, as
defined by the Management Unit Subscription Agreements between you and the Company dated June 26,
2006 (as amended August 11, 2008 and September 16, 2009), January 2, 2007 (as amended September 16,
2009), August 11, 2008 (as amended July 24, 2009 and September 16, 2009) and September 12, 2008 (as
amended July 24, 2009 and September 16, 2009) will be governed by the terms of section 4.2(a)(ii)
of such agreements.


 


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The following numbered sections set forth the terms and conditions that will apply if you timely
sign and return this Agreement and Attachment A and do not revoke your assent within the seven day
revocation period:




	1.	 	Separation Date — Your effective date of separation from the Company will be December
31, 2010 (the “Separation Date”). As of the Separation Date, all salary payments from the
Company will stop and any benefits you currently have under Company-provided benefit plans
will end, except as required by federal or state law, or as otherwise described in section 2
below. You agree to cooperate with the Company in resigning as an officer and, as applicable,
as a director from the Company and each of its affiliates under common control, including but
not limited to The MENTOR Network Charitable Foundation. Following the Separation Date, any
indemnification agreement, directors’ and officers liability insurance or other insurance
applicable to you in your capacity as an officer, employee or director of the Company shall
remain in effect to cover any and all acts that occurred during your employment with the
Company, except to the extent, if any, that such insurance may be modified or terminated for
other officers and directors of the Company.






	2.	 	Description of Severance Benefits — In return for your timely execution, return and
non-revocation of this Agreement and Attachment A, the Company agrees to provide you with the
following severance benefits as provided for in section 2(d) of the Severance Agreement
(collectively, the “Severance Benefits”):






	 	(a)	 	Severance Pay. Pursuant to section 2(d)(i) of the Severance Agreement,
the Company agrees to provide you with a severance pay payment equivalent to twelve
(12) months of the base rate of pay in effect as of your final day of employment (the
“Severance Pay”). The Severance Pay shall be subject to all applicable state and
federal taxes and withholdings and will be paid to you in the form of salary
continuation in accordance with the Company’s regular payroll practices, beginning with
the first full month following your execution of this Agreement. You will not be
eligible for, nor shall you have a right to receive, any wage or salary payments from
the Company after the Separation Date other than the Severance Pay.






	 	(b)	 	Bonus Pay. The Company agrees that you shall be eligible to receive a
bonus payment for fiscal year 2010 in the approximate amount of Eighty Nine Thousand
Dollars ($89,000) (the final amount will be determined at the time the Company
completes the fiscal 2010 audit and generally calculates its 2010 bonus for its
executive employees) (the “2010 Bonus”), which shall be subject to all applicable state
and federal taxes and withholdings and will be paid to you in a single lump sum payment
at the same time as such bonuses are distributed to active employees holding senior
management level positions in the Company. In addition, pursuant to section 2(d)(ii)
of the Severance Agreement, you shall receive an amount equal to the 2010 Bonus, in
equal monthly installments over a period of twelve months, with the first payment to be
made at the same time as the payment of the 2010 Bonus.






	 	(c)	 	Benefits. Pursuant to section 2(d)(iii) of the Severance Agreement,
effective as of the Termination Date, you shall be considered to have elected to
continue receiving group medical insurance pursuant to the federal “COBRA” law. For
the twelve month period you will be receiving Severance Pay, the Company shall pay for
the share of the COBRA premium for such coverage that is paid by the Company for active
and similarly-situated employees who receive the same type of coverage and deduct the
employee share of the COBRA premium from the semimonthly installments of the Severance
Pay. For a period of six months thereafter, the Company shall pay its share of the
COBRA premium and you shall pay the Company directly for the employee share of the
COBRA premium on a monthly basis. Thereafter, for an additional period of six months,
the Company shall continue to sponsor your group medical insurance, with the Company
paying for its share of the premium for such coverage and you paying the remaining
balance of any premium costs, and all administrative fees. If, at any time following
the Separation Date, you become re-employed with an entity that offers medical
insurance coverage for which you are eligible, you agree to elect such alternative
medical insurance and terminate your coverage under the Company’s benefit plans.




 


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	 	(d)	 	Non-Disparagement. The Company agrees that the elected officers and
directors of the Company will not make any false, disparaging, derogatory or defamatory
statements in public or in private regarding you or your employment with the Company.
Unless otherwise directed by the Company, you agree that you will direct requests for
employment verification or references to either me or Linda DeRenzo, Senior Vice
President and General Counsel, 313 Congress Street, Boston, Massachusetts 02210. In
response to such inquiries, including inquires from prospective employers, the Company
will provide your dates of employment, job titles held during your employment with the
Company, and nothing inconsistent with the departure statement referenced in section 7
below.






	 	(e)	 	Outgoing Message. The Company agrees that you may draft a statement
concerning your separation from the Company to be issued by you to employees within the
Company, provided that you submit the message to Linda DeRenzo at least seven (7) days
in advance of and receive approval from the Company prior to issuing such message.






	3.	 	Release — In consideration of the Severance Benefits, which you acknowledge you would
not otherwise be entitled to receive, you (on behalf of yourself, your agents, assignees,
attorneys, successors, assigns, heirs and executors) hereby fully, forever, irrevocably and
unconditionally release, remise and discharge the Company (including its parent companies,
subsidiaries and affiliates and each of their current and former officers, directors,
fiduciaries, insurers, stockholders, agents, employees, attorneys, and benefit plans and
benefit plan administrators) (collectively, the “Released Parties”) from any and all claims,
charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money,
costs, accounts, covenants, contracts, agreements, promises, doings, omissions, damages,
executions, obligations, liabilities, and expenses (including attorneys’ fees and costs) of
every kind and nature which you ever had or now have, whether known or unknown to you,
including without limitation all claims arising out of or relating to your employment with or
separation from the Company, all employment discrimination claims under Title VII of the Civil
Rights Act of 1964; Sections 1981 through 1988 of Title 42 of the United States Code; the
Employee Retirement Income Security Act of 1974 (“ERISA”) (except for any vested benefits
under any tax qualified benefit plan); the Immigration Reform and Control Act; the Americans
With Disabilities Act of 1990; the Age Discrimination in Employment Act, 29 U.S.C. §621
et seq.; the Workers Adjustment and Retraining Notification Act; the Fair
Credit Reporting Act, the Equal Pay Act; the Consolidated Omnibus Budget Reconciliation Act;
the Massachusetts Civil Rights Act; the Massachusetts Equal Rights Act; the Massachusetts
Labor and Industries Act; the Massachusetts Privacy Act, the Massachusetts Maternity Leave




 


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Act, the Massachusetts Equal Pay Law, and the Massachusetts Equal Rights Act and any and all
other similar applicable federal and state statutes, all as amended; all common law claims
including, but not limited to, actions in tort, public policy, defamation and breach of
contract; all claims for personal injury, invasion of privacy, negligence of any type,
intentional or negligent infliction of emotional distress, and any claim or damage arising out
of your employment with or resignation from the Company (including a claim for retaliation)
under any common law theory or any federal, state or local statute or ordinance not expressly
referenced above. To ensure that the release in this section is fully enforceable in
accordance with its terms, you agree to waive any protection that may exist under any statute
and under any principle of common law of the United States or of any and all states, provided,
however, that nothing in this section 3 or in this Agreement purports to waive any right that
cannot be waived as a matter of law or prevents you from filing, cooperating with, or
participating in any proceeding before the EEOC or a state or federal fair employment
practices agency (except that you acknowledge that you may not be able to recover any monetary
benefits in connection with any such claim, charge or proceeding). To ensure that the release
in this section is fully enforceable in accordance with its terms, you agree to waive any
protection that may exist under any statute and under any principle of common law of the
United States or of any and all states. Nothing in this section purports to release the
Company’s obligations to you under this Agreement.




	4.	 	Post-Separation Obligations –You reaffirm your obligation to keep confidential and
not to disclose all non-public information concerning the Company which you acquired during
the course of your employment with the Company, as set forth in section 3(a)(i) of the
Severance Agreement you entered into as a condition of your employment, the terms of which are
incorporated in this Agreement by reference. You further agree to abide by the
non-competition and non-solicitation provisions contained in section 3(b) of the Severance
Agreement, the terms of which are incorporated in this Agreement by reference.
Notwithstanding the provisions of the above agreements or any other agreement between you and
the company or any of its affiliates to the contrary, to the extent that any terms of any such
agreements may be inconsistent with any specific term of this Agreement, the specific term of
this Agreement shall govern.






	5.	 	Return of Company Property — You shall return to the Company no later than December
31, 2010 all keys, files, records (and copies), equipment (including, but not limited to,
computer hardware, software and printers, wireless handheld devices, cellular phones, etc.),
Company identification, and any other Company-owned property in your possession or control and
have left intact all electronic Company documents, including but not limited to, those that
you developed or helped develop during your employment. You further confirm that you shall
cancel all accounts for your benefit, if any, in the Company’s name, including but not limited
to, credit cards, cellular phone and computer accounts no later than December 31, 2010.
Notwithstanding anything in this section to the contrary, the Company agrees that you may
retain the Company-provided computer and printer and any other related hardware and software
currently located in your home office as personal property on an “as is” basis, provided that
you promptly deliver to the Company all records, files, memoranda, notes, data, reports, price
lists, customer lists, plans, computer programs, software documentation, and other documents
(and all copies or reproductions of such materials) in your possession, custody or control
relating in any way to the business or prospective business of the Company. You shall be
taxed for the fair market value of any items retained by you under this section.




 


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	6.	 	Business Expenses and Compensation — You acknowledge that you have been reimbursed by
the Company for all business expenses incurred in conjunction with the performance of your
employment and that no other reimbursements are owed to you. You further acknowledge that you
have received payment in full for all services rendered in conjunction with your employment by
the Company and that no other compensation is owed to you.






	7.	 	Non-Disparagement - You understand and agree that, as a condition for payment to you of the
Severance Benefits, you shall not make any negative, false, disparaging, derogatory or
defamatory statements in public or in private regarding the Company or any of its directors,
officers, employees, agents, representatives or any other Released Party or about the
Company’s business affairs and financial condition. You further agree not to contact any
current employees of the Company or any individuals who were employed by the Company during
the dates of your employment regarding the business affairs, financial condition and
employment matters of the Company. Should you violate any of the terms of this section 7, as
reasonably determined by the Company in good faith, you agree that you will reimburse the
Company for the full amount of the Severance Benefits provided to you, except for One Thousand
Dollars ($1,000). Notwithstanding the provisions of this section 7, at any time following your
resignation, you may accurately and in good faith discuss (a) your duties and responsibilities
while you were employed as an officer and director of the Company or any of its affiliates and
(b) the reasons and circumstances that resulted in your resignation from the Company with
third parties, provided that nothing you discuss or disclose shall be inconsistent with the
information in the departure statement you have drafted and the Company has approved in
writing. This departure statement shall be submitted to Linda DeRenzo and approved by the
Company prior to your execution of this Agreement and Attachment A.






	8.	 	Validity - Should any provision of this Agreement be declared or be determined by any court
of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms
or provisions shall not be affected thereby and said illegal or invalid part, term or
provision shall be deemed not to be a part of this Agreement.






	9.	 	Confidentiality of Agreement– To the extent permitted by law, you understand and
agree that, as a condition for payment to you of the Severance Benefits, the terms and
contents of this Agreement, and the contents of the negotiations and discussions resulting in
this Agreement, shall not be disclosed or discussed with anyone other than your accountants,
attorneys and other professional advisors and members of your immediate family (the “Permitted
Parties”), shall be maintained as confidential by you and the Permitted Parties, and shall not
be disclosed to any third party except to the extent required by federal or state law or as
otherwise agreed to in writing in advance by the Company.






	10.	 	Cooperation – For a period of twenty-four (24) months following the Separation Date
(the “Cooperation Period”), you agree to cooperate with the Company in the investigation,
defense or prosecution of any claims or actions now in existence or which may be brought in
the future against or on behalf of the Company arising out of actions undertaken during your
employment with the Company. Your cooperation in connection with such claims or actions shall
include, but not be limited to, being available to meet with the Company’s counsel at
reasonable times and after reasonable advance notice to prepare for discovery or any
mediation, arbitration, trial, administrative hearing or other proceeding or to act as a
witness when reasonably requested by the Company at mutually agreeable times and at locations
mutually convenient to you and the Company. You also agree to cooperate with the Company for
a period of twelve (12) months in the transitioning of your work, and will be available to the
Company for this purpose or any other purpose reasonably requested by the Company. Should
your cooperation with this section require you to incur travel expenses, the Company shall
reimburse you for all reasonable transportation, meal and hotel expenses provided such
expenses are approved by the Company in advance and in writing.




 


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	11.	 	Tax Provision – In connection with the Severance Benefits provided to you under this
Agreement, the Company shall withhold and remit to the tax authorities the amounts required
under applicable law, and you shall be responsible for all taxes not payable by the Company
with respect to the Severance Benefits. You acknowledge that you are not relying upon advice
or representation of the Company with respect to the tax treatment of any of the Severance
Benefits.






	12.	 	Nature of Agreement — You understand and agree that this Agreement is a separation
agreement and does not constitute an admission of liability on the part of the Company.






	13.	 	Acknowledgments - You acknowledge that you have been given at least twenty-one (21) days to
consider this Agreement, and that the Company advised you to consult with an attorney prior to
signing this Agreement. You understand that you may revoke this Agreement for a period of
seven (7) days after you sign it, and the Agreement shall not be effective or enforceable
until the expiration of this seven (7) day revocation period. You understand and agree that
by entering into this Agreement you are waiving any and all rights or claims you might have
under The Age Discrimination in Employment Act, as amended by The Older Workers Benefit
Protection Act, and that you have received consideration beyond that to which you were
previously entitled. You further state and represent that you have carefully read this
Agreement, understand its contents, freely and voluntarily assent to all of the terms and
conditions, and sign your name of your own free act.






	14.	 	Additional Acknowledgment. By signing below, you expressly acknowledge that you are
not aware of any unlawful or improper actions by the Company or any of the Released Parties
other than those that you have disclosed to me, in writing, and have attached to this
Agreement.






	15.	 	Applicable Law — This Agreement shall be interpreted by the laws of the Commonwealth
of Massachusetts, without regard to conflict of laws provisions. You irrevocably submit to
and recognize the jurisdiction of the courts of the Commonwealth of Massachusetts or a federal
court located in Massachusetts, over any suit, action or other proceeding in connection with
this Agreement or its subject matter.






	16.	 	Entire Agreement — This Agreement contains and constitutes the entire understanding
and agreement with respect to your severance benefits and the settlement of claims against the
Company and cancels all previous oral and written negotiations, agreements, and writings
except for the Severance Agreement, the Management Unit Subscription Agreements, the
Securityholders Agreement, and the NMH Investment, LLC Fourth Amended and Restated Limited
Liability Company Agreement dated June 4, 2010, the terms of which shall not be modified,
cancelled or superseded. This Agreement shall be construed as if it were jointly prepared.
Any uncertainty or ambiguity shall not be construed against you or the Company. This
Agreement is binding upon you and your agents, assigns, heirs, executors, successors and
administrators and may not be modified in any manner, except by a writing of concurrent or
subsequent date signed by you and an authorized Company representative.




 


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If you choose to execute this Agreement, please return all pages of this letter to Linda DeRenzo on
or before December 7, 2010. If you have questions, please contact
Linda DeRenzo.



	 	 	 	 	 
	 	Very truly yours,



National Mentor Holdings, Inc.,

 	 
	 	/s/
Edward M. Murphy	 
	 	Edward M. Murphy 	 
	 	Chief Executive Officer 	 
	 




I hereby agree to the terms set forth above. I have been given at least twenty-one (21) days to
consider this Agreement and I have chosen to execute it on the date below. I intend that this
Agreement will be binding between the Company and me if I do not revoke my acceptance within seven
(7) days.



	 	 	 
	/s/ Hugh R. Jones, III

	 	Date: November 18, 2010
	 	 	 
	Hugh R. Jones, III
	 	 






 


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ATTACHMENT A to Separation Agreement dated November_, 2010 (the “Agreement”):


RELEASE AFFIRMATION




Sign on the last day of employment:

In consideration of the Severance Benefits, which you acknowledge you would not otherwise be
entitled to receive, you (on behalf of yourself, your agents, assignees, attorneys, successors,
assigns, heirs and executors) hereby fully, forever, irrevocably and unconditionally release,
remise and discharge the Company (including its parent companies, subsidiaries and affiliates and
each of their current and former officers, directors, fiduciaries, insurers, stockholders, agents,
employees, attorneys, and benefit plans and benefit plan administrators) (collectively, the
“Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of
action, suits, rights, debts, sums of money, costs, accounts, covenants, contracts, agreements,
promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including
attorneys’ fees and costs) of every kind and nature which you ever had or now have, whether known
or unknown to you, including without limitation all claims arising out of or relating to your
employment with or separation from the Company, all employment discrimination claims under Title
VII of the Civil Rights Act of 1964; Sections 1981 through 1988 of Title 42 of the United States
Code; the Employee Retirement Income Security Act of 1974 (“ERISA”) (except for any vested benefits
under any tax qualified benefit plan); the Immigration Reform and Control Act; the Americans With
Disabilities Act of 1990; the Age Discrimination in Employment Act, 29 U.S.C. §621 et
seq.; the Workers Adjustment and Retraining Notification Act; the Fair Credit Reporting
Act, the Equal Pay Act; the Consolidated Omnibus Budget Reconciliation Act; the Massachusetts Civil
Rights Act; the Massachusetts Equal Rights Act; the Massachusetts Labor and Industries Act; the
Massachusetts Privacy Act, the Massachusetts Maternity Leave Act, the Massachusetts Equal Pay Law,
and the Massachusetts Equal Rights Act and any and all other similar applicable federal and state
statutes, all as amended; all common law claims including, but not limited to, actions in tort,
public policy, defamation and breach of contract; all claims for personal injury, invasion of
privacy, negligence of any type, intentional or negligent infliction of emotional distress, and any
claim or damage arising out of your employment with or resignation from the Company (including a
claim for retaliation) under any common law theory or any federal, state or local statute or
ordinance not expressly referenced above. To ensure that the release in this section is fully
enforceable in accordance with its terms, you agree to waive any protection that may exist under
any statute and under any principle of common law of the United States or of any and all states,
provided, however, that nothing in this section 3 or in this Agreement purports to waive any right
that cannot be waived as a matter of law or prevents you from filing, cooperating with, or
participating in any proceeding before the EEOC or a state or federal fair employment practices
agency (except that you acknowledge that you may not be able to recover any monetary benefits in
connection with any such claim, charge or proceeding). To ensure that the release in this section
is fully enforceable in accordance with its terms, you agree to waive any protection that may exist
under any statute and under any principle of common law of the United States or of any and all
states. Nothing in this Attachment A purports to release the Company’s obligations to you under
the Agreement.



I hereby agree to the terms set forth above. I have been given at least twenty-one (21) days to
consider this Attachment A and I have chosen to execute it on the date below. I intend that this
Agreement will be binding between the Company and me if I do not revoke my acceptance within seven
(7) days.



	 	 	 
	 

	 	Date: December         , 2010
	 	 	 

	Hugh R. Jones, III
	 	 







 


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