exv10w15






Exhibit 10.15




January 4, 2010




Norman K. Carter, III 
Acadia
Management Company, Inc. 
2849 Paces
Ferry Road, Suite 750 
 Atlanta, Georgia
30339



Dear Mr. Carter:




     This letter sets forth the terms and conditions of an incentive bonus that you will be
entitled to receive if (and only if) certain criteria set forth herein are achieved.



     1. Incentive Bonus. You will be entitled to receive a one-time incentive bonus (the
“Incentive Bonus”) in an amount in cash equal to $40,000 if and only if (i) no Change of
Control shall have occurred prior to the date the Incentive Bonus is actually paid, (ii) you have
been continuously employed by Acadia Management Company, Inc. (the “Company”) from the date
hereof until the date the Incentive Bonus is actually paid, and (iii) 2011 EBITDA exceeds the
greater of (A) $10,329,000 and (B) the 2011 EBITDA target set forth in the 2011 fiscal year budget
approved by the board of managers of Acadia Healthcare Holdings, LLC (“Holdings”), after
giving effect to this Incentive Bonus and all other similar incentive bonuses paid to the
executives of the Company. For purposes of this letter, “2011 EBITDA” means (A) the
consolidated net income or loss of Holdings and its subsidiaries for the twelve-month period ending
December 31, 2011, plus (B) to the extent deducted in any such period in determining such net
income or loss (I) taxes based on income or profits for such twelve-month period, (II) interest
expense, (III) amortization and depreciation expenses and (IV) corporate-level overhead expenses
(but excluding, for the avoidance of doubt, facility-level overhead expenses), in each case
determined in accordance with United States generally accepted accounting principles applied on a
basis consistent with the methodologies, practices, estimation techniques, assumptions and
principles used in the preparation of the audited consolidated financial statements of Holdings and
its subsidiaries for the fiscal year ending December 31, 2011 and adjusted to exclude the effect of
any purchases, exchanges or other acquisitions of any material assets or liabilities consummated by
Holdings or any of its subsidiaries since the date hereof. Notwithstanding anything to the contrary
contained in this letter, the calculation of 2011 EBITDA shall be subject to the approval of the
board of managers of Holdings in its sole discretion. For purposes of this letter, “Change of
Control” has the meaning set forth in that certain Amended and Restated Limited Liability
Company Agreement, dated as of August 31, 2009, by and among the members of Holdings.



     2. Withholding. The Company or one of its affiliates shall be entitled to deduct or
withhold from any amounts owing to you hereunder any withholding taxes, excise taxes, employment
taxes or other similar amounts imposed with respect to amounts payable hereunder.



     3. No Assignment. This Agreement will inure to the benefit of and be binding upon you
and the Company, and each of our respective successors, executors, administrators, heirs and
assigns; provided, that this Agreement may not be assigned by you without the prior written
consent of the Company.



     4. Miscellaneous. This Agreement may not be modified or amended, and no breach will be
deemed to be waived, unless agreed to in writing by you and an expressly authorized representative
of the board of managers of the Company. If any portion or provision of this Agreement will to any
extent be declared illegal or unenforceable by a court of competent



 









 




jurisdiction, then the remainder of this Agreement, or the application of such portion or provision
in circumstances other than those as to which it is so declared illegal or unenforceable, will not
be affected thereby, and each portion and provision of this Agreement will be valid and enforceable
to the fullest extent permitted by law. The headings and captions in this Agreement are for
convenience only and in no way define or describe the scope or content of any provision of this
Agreement. This Agreement may be executed in two or more counterparts, each of which will be an
original and all of which together will constitute one and the same instrument. This Agreement, the
rights and obligations of the parties hereto, and any claims or disputes relating thereto, will be
governed by and construed in accordance with the laws of the State of Delaware (without regard to
its choice of law provisions).




[SIGNATURE PAGE FOLLOWS]








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     If the foregoing is acceptable to you, please sign this letter agreement in the space provided
below. At the time you sign and return it this letter agreement will take effect as a binding
agreement between you and the Company on the basis, and subject to the conditions, set forth above.
The enclosed copy is for your records.



	 	 	 	 	 
	 	Sincerely yours,



ACADIA MANAGEMENT COMPANY, INC.

 	 
	 	By:  	/s/ Trey Carter
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



					
	 	


Accepted and Agreed

 	 
	 	/s/ Norman K. Carter, III
 	 
	 	Norman K. Carter, III 	 


Date: 1-4-2010