exv10w1






Exhibit 10.1




VOTING AGREEMENT




     This
VOTING AGREEMENT (this “Agreement”) is made and
entered into as of
          , 2011
between Acadia Healthcare Company, Inc., a Delaware corporation (“Acadia”), and Acadia
Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Acadia
(“Merger Sub”), on the one hand, and the undersigned stockholder (“Stockholder”) of
PHC, Inc., a Massachusetts corporation (“Pioneer”), on the other hand. Capitalized terms
used and not otherwise defined herein shall have the respective meanings set forth in the Merger
Agreement (as defined below).



W I T N E S S E T H:




     WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of the date hereof, by and
among Acadia, Merger Sub, and Pioneer (the “Merger Agreement”), Acadia has agreed to
acquire all of the outstanding shares or Pioneer Common Stock pursuant to a statutory merger of
Pioneer with and into Merger Sub in which all of the outstanding shares of Pioneer Common Stock
will be converted into the right to receive the Merger Consideration;



     WHEREAS, as a condition to the willingness of Acadia and Merger Sub to enter into the Merger
Agreement and as an inducement and in consideration therefor, Stockholder has agreed to enter into
this Agreement; and



     WHEREAS, Stockholder is the record or beneficial owner (within the meaning of Rule 13d-3 under
the Exchange Act) of that number of shares of Pioneer Common Stock set forth on the signature page
of this Agreement (the “Shares”) (such Shares, together with any New Shares (as defined in
Section 1.2 hereof), being referred to herein as the “Subject Shares”).



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
herein contained, and intending to be legally bound hereby, the parties hereby agree as follows:



     1. Agreement to Retain Subject Shares.



     1.1. Prior to the Expiration Date (as defined below), Stockholder shall not: (a) transfer,
assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing, any or
all of the Subject Shares or any right or interest therein (“Transfer”); (b) enter into any
contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c)
grant any proxy, power-of-attorney or other authorization or consent with respect to any of the
Subject Shares (other than the proxy contemplated in Section 3 hereof); or (d) deposit any
of the Subject Shares into a voting trust, or enter into a voting agreement or arrangement with
respect to any of the Subject Shares; provided, however, that Stockholder (and any permitted
transferee hereunder) may Transfer any or all of the Subject Shares to such Stockholder’s spouse,
descendants (whether natural or adopted) or any trust or other entity controlled by such
Stockholder; provided that such permitted transferee provides Acadia and Merger Sub with a written
agreement to be bound by the terms of this Agreement and to hold such Subject Shares subject to all
terms of this Agreement, in each case, as if it were Stockholder. As used herein, the term
“Expiration Date” shall mean the earliest to occur of (x) the Effective Time, (y)



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termination of the Merger Agreement in accordance with the terms thereof or (z) the delivery
of written notice by Acadia.




     1.2. “New Shares” means:



          (a) any shares of capital stock or voting securities of Pioneer that Stockholder purchases or
with respect to which Stockholder otherwise acquires beneficial ownership (whether through the
exercise of any options, warrants or other rights to purchase Pioneer Common Stock or otherwise)
after the date of this Agreement and prior to the Expiration Date; and



          (b) any shares of capital stock or voting securities of Pioneer that Stockholder becomes the
beneficial owner of as a result of any change in Pioneer Common Stock by reason of a stock
dividend, stock split, split-up, recapitalization, reorganization, business combination,
consolidation, exchange of shares, or any similar transaction or other change in the capital
structure of Pioneer affecting Pioneer Common Stock.



     2. Agreement to Vote Subject Shares and Take Certain Other Action.



     2.1. Prior to the Expiration Date, at every meeting of the stockholders of Pioneer, however
called, at which any of the following matters is considered or voted upon, and at every adjournment
or postponement thereof, and on every action or approval by written consent of the stockholders of
Pioneer with respect to any of the following matters, Stockholder shall vote or give written
consent or, using Stockholder’s best efforts, cause the holder of record to vote or give written
consent with respect to the Subject Shares:



          (a) in favor of approval of the Merger Agreement;



          (b) against approval of any proposal made in opposition to or competition with consummation of
the Merger and the Merger Agreement, including any Acquisition Proposal (an “Acquisition
Transaction”);



          (c) against any transaction of the type described in the definition of “Acquisition Proposal”
in the Merger Agreement from any party other than Acadia or an Affiliate of Acadia as contemplated
by the Merger Agreement;



          (d) against any other proposal that is intended to, or is reasonably likely to, result in the
conditions of Acadia’s or Merger Sub’s obligations under the Merger Agreement not being fulfilled;



          (e) against any amendment of Pioneer’s certificate of incorporation or by-laws that is not
requested or expressly approved by Acadia; and



          (f) against any dissolution, liquidation or winding up of Pioneer.



     2.2. Prior to the Expiration Date, Stockholder, as the holder of voting stock of Pioneer,
shall be present, in person or by the proxy contemplated in Section 3 hereof, or, using
Stockholder’s best efforts attempt to cause the holder of record to be present, in person or by the



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proxy contemplated in Section 3 hereof, at all meetings of stockholders of Pioneer at
which any of the matters referred to in Section 2.1 hereof is to be voted upon so that all
Subject Shares are counted for the purposes of determining the presence of a quorum at such
meetings.




     2.3. Between the date of this Agreement and the Expiration Date, Stockholder will not, and
will not permit any entity under Stockholder’s control to, (a) solicit proxies or become a
“participant” in a “solicitation” (as such terms are defined in Rule 14a-1 under the Exchange Act)
with respect to an Opposing Proposal (as defined below), (b) initiate a stockholders’ vote with
respect to an Opposing Proposal or (c) become a member of a “group” (as such term is used in
Section 13(d) of the Exchange Act) with respect to any voting securities of Pioneer with respect to
an Opposing Proposal. For purposes of this Agreement, the term “Opposing Proposal” means
any of the actions or proposals described in clauses (b) through (f) of Section 2.1 of this
Agreement, along with any proposal or action which would, or could reasonably be expected to,
impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the
Merger Agreement.



     2.4. Between the date of this Agreement and the Expiration Date, Stockholder shall use
Stockholder’s commercially reasonable efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, and to assist and cooperate with the other parties in doing, all things
necessary, proper or advisable to consummate and make effective, in the most expeditious manner
practicable, the Merger and the other transactions contemplated by the Merger Agreement.



     3. Grant of Irrevocable Proxy Coupled with an Interest.



     3.1. Solely in the event of a failure by Stockholder to act in accordance with Stockholder’s
obligations as to voting or executing a written consent pursuant to Section 2.1 of this
Agreement, Stockholder hereby revokes any and all other proxies or powers of attorney in respect of
any Subject Shares and agrees that during the period commencing on the date hereof until the
Expiration Date, Stockholder hereby irrevocably appoints Acadia, Merger Sub or any individual
designated by Acadia or Merger Sub as Stockholder’s agent, attorney-in-fact and proxy (with full
power of substitution), for and in the name, place and stead of Stockholder, to vote (or cause to
be voted) the Subject Shares held beneficially or of record by Stockholder, in the manner set forth
in Section 2, at any meeting of the stockholders of Pioneer, however called, or in connection with
any written consent of the stockholders of Pioneer.



     3.2. Stockholder hereby affirms that the proxy set forth in this Section 3 is
irrevocable, is coupled with an interest, and is granted in consideration of Acadia and Merger Sub
entering into the Merger Agreement.



     3.3. The vote of the proxyholder shall control in any conflict between the vote by the
proxyholder of Stockholder’s Subject Shares and a vote by Stockholder of Stockholder’s Subject
Shares.



     4. No Solicitation, etc. In consideration of Acadia’s and Merger Sub’s significant
expenses incurred (and to be incurred) in connection with the Merger, Stockholder agrees that, from
the date of this Agreement until the 45th day immediately following the Expiration Date,



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Stockholder shall not and shall cause Stockholder’s agents, representatives, advisors,
employees, officers and directors, as applicable, not to initiate, solicit, entertain, promote,
negotiate, knowingly aid, accept, enter or agree into or discuss, directly or indirectly, any
proposal, arrangement, agreement or offer regarding an Acquisition Proposal or Acquisition
Transaction (including providing any financing with respect thereto). Stockholder agrees to notify
Acadia and Merger Sub promptly upon receipt of any such proposal, offer or indication of interest
thereof and shall relate to Acadia the identity of the maker of such proposal, offer or indication
of interest as well the terms and nature thereof.




     5. Representations and Warranties of Stockholder. Stockholder hereby represents and
warrants and covenants to Acadia as follows:



     5.1. (a) Stockholder is the record or beneficial owner of the Subject Shares; (b) the Subject
Shares set forth on the signature page hereto constitute Stockholder’s entire interest in the
outstanding capital stock and voting securities of Pioneer as of the date hereof; (c) the Subject
Shares are, and will be, at all times up until the Expiration Date, free and clear of any liens,
claims, options, charges, security interests, proxies (other than the proxy contemplated pursuant
to Section 3 hereof), voting trusts, agreements, rights, understandings or arrangements, or
exercise of any rights of a stockholder in respect of the Subject Shares or other encumbrances; (d)
Stockholder has voting power and the power of disposition with respect to all of the Subject Shares
outstanding on the date hereof, and will have voting power and power of disposition with respect to
all of the Subject Shares acquired by Stockholder after the date hereof; and (e) Stockholder’s
principal residence or place of business is accurately set forth on the signature page hereto.



     5.2. Stockholder has full power and legal capacity to execute and deliver this Agreement and
to comply with and perform Stockholder’s obligations hereunder. This Agreement has been duly and
validly executed and delivered by Stockholder and constitutes the valid and binding obligation of
Stockholder, enforceable against Stockholder in accordance with its terms. The execution and
delivery of this Agreement by Stockholder does not, and the performance of Stockholder’s
obligations hereunder will not, result in any breach of or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, or give to others any right to
terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of
any lien or encumbrance on any Subject Shares pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or obligation to which
Stockholder is a party or by which Stockholder or the Subject Shares are or will be bound or
affected.



     5.3. Stockholder understands and agrees that if Stockholder attempts to transfer, vote or
provide any other person with the authority to vote any of the Subject Shares other than in
compliance with this Agreement, Pioneer shall not, and Stockholder hereby unconditionally and
irrevocably instructs Pioneer to not, (a) permit any such transfer on its books and records, (b)
issue a new certificate representing any of the Subject Shares or (c) record such vote unless and
until Stockholder shall have complied with the terms of this Agreement.



     6. Representations and Warranties of Acadia and Merger Sub. Acadia and Merger Sub
have full power and legal capacity to execute and deliver this Agreement and to comply with



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and perform their obligations hereunder. This Agreement has been duly and validly executed
and delivered by Acadia and Merger Sub and constitutes their valid and binding obligations ,
enforceable against Acadia and Merger Sub in accordance with its terms. The execution and delivery
of this Agreement by Acadia and Merger Sub does not, and the performance of their obligations
hereunder will not, result in any breach of or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, or give to others any right to terminate,
amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or
encumbrance pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which Acadia or Merger Sub is a party or by
which Acadia or Merger Sub are or will be bound or affected.




     7. No Impairment of Rights. Notwithstanding anything contained herein to the
contrary, nothing in this Agreement shall limit or restrict Stockholder from voting in
Stockholder’s sole discretion on any matter other than the matters referred to in Section
2.1 hereof.



     8. Severability. If any term or other provision of this Agreement is invalid, illegal
or incapable of being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner
materially adverse to either party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, this Agreement shall automatically be deemed to be
modified so as to effect the original intent of the parties as closely as possible in order that
the transactions contemplated hereby be consummated as originally contemplated to the greatest
extent possible.



     9. Binding Effect and Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in part, by operation
of law or otherwise by any party without the prior written consent of the other party;
provided, however, Acadia may, in its sole discretion, assign its rights and
obligations hereunder to any Affiliate of Acadia. Any assignment in violation of the preceding
sentence shall be void. Subject to the two preceding sentences, this Agreement will be binding
upon, inure to the benefit of, and be enforceable by, the parties and their respective successors
and assigns.



     10. Amendment and Modification. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties.



     11. Specific Performance; Injunctive Relief. The parties hereto acknowledge that
Acadia will be irreparably harmed and that there will be no adequate remedy at law for a violation
of any of the covenants or agreements of any Stockholder set forth herein. Therefore, it is agreed
that, in addition to any other remedies that may be available to Acadia upon any such violation,
Acadia shall have the right to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to Acadia at law or in equity and Stockholder
hereby waives any and all defenses which could exist in its favor in connection with such
enforcement and waives any requirement for the security or posting of any bond in connection with
such enforcement.



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     12. Notices. All notices, requests, claims, demands and other communications under
this Agreement shall be in writing and shall be deemed given if delivered personally, via facsimile
(which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at
the following addresses (or at such other address for a party as shall be specified by like
notice):



          If to Stockholder, at the address set forth below on Stockholder’s signature page at the end
hereof with a copy (which shall not constitute notice) to:


_______________________

Attn: __________________

Facsimile No.: ___________




          If to Acadia or Merger Sub, to:


Acadia Healthcare Company, Inc.

725 Cool Springs Blvd., Suite 600

Franklin, TN 37067

Facsimile No:

Attention: Chris Howard




          with a copy to:


Acadia Healthcare Holdings, LLC

c/o Waud Capital Partners, LLC

300 North LaSalle Street — Suite 4900

Chicago, Illinois 60654

Attention:  Reeve B. Waud

                  Charles E. Edwards




          with a copy to:


Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, Illinois 60654

Facsimile No: (312) 862-2000

Attention: Richard W. Porter, P.C.

      Carol Anne Huff



or to such other address as any party hereto may designate for itself by notice given as herein
provided.




     13. Expenses. Each party hereto shall pay its own expenses incurred in connection
with this Agreement.



     14. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof, except to the extent the law of the
Commonwealth of Massachusetts is mandatorily applicable.



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     15. No Waiver. The failure of any party hereto to exercise any right, power or remedy
provided under this Agreement or otherwise available in respect hereof at law or in equity, or to
insist upon compliance by any other party hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to demand such
compliance.



     16. Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes
the entire agreement, and supersedes all prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter of this Agreement and (b) is not
intended to confer upon any Person other than the parties any rights or remedies.



     17. Counterpart. This Agreement may be executed by facsimile signature and in one or
more counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to
the other parties.



     18. Effect of Headings. The section headings herein are for convenience only and
shall not affect the construction or interpretation of this Agreement.



[Signature page follows]






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     IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be executed and delivered
as of the date first above written.



	 	 	 	 	 
	 	
ACADIA HEALTHCARE COMPANY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MERGER SUB

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Signature: 	 STOCKHOLDER

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 

	Street Address:
	 	 
	 

	 	 
	 
	 	 
	City, State and Zip:
	 	 
	 

	 	 
	 
	 	 
	Facsimile Number:
	 	 
	 

	 	 




Subject Shares owned on the date hereof:



____________ shares of Pioneer Class A Common Stock



____________ shares of Pioneer Class B Common Stock



____________ shares of Pioneer Class A Common Stock issuable upon the exercise of outstanding
options, warrants or other rights.