Exhibit
10.10


 


FORM OF
AGREEMENT


 


SEVERANCE
AND NONCOMPETITION AGREEMENT


 


This SEVERANCE AND
NONCOMPETITION AGREEMENT (“Agreement”), dated as of [DATE], is entered
into by and between National Mentor Holdings, Inc., a Delaware corporation,
(the “Company”), and [NAME] (“Executive”).


 


WHEREAS, an Agreement and
Plan of Merger (the “Merger Agreement”) has been entered into by and
among NMH Holdings, LLC, a Delaware limited liability company (“Parent”),
NMH Mergersub, Inc. a Delaware corporation wholly owned by Parent, and National
Mentor Holdings, Inc., a Delaware corporation, pursuant to which the Company
shall become a wholly owned subsidiary of Parent;


 


WHEREAS, obtaining the
Executive’s promise to be bound by the restrictive covenants set forth in this
Agreement was a significant factor in the decision of the Parent to enter into
the Merger Agreement, and in connection therewith the restrictive covenants set
forth in Section 3 of this Agreement are necessary to protect the Parent’s and
the Company’s legitimate business interests; and


 


WHEREAS, as consideration
to induce the Executive to comply with the restrictive covenants set forth in
this Agreement, the Company shall continue to employ Executive after the
Effective Time (as defined in the Merger Agreement) as an at-will employee and
shall provide the severance payments described in this Agreement.


 


NOW THEREFORE, in
consideration of the foregoing, and of mutual covenants and agreements
hereinafter set forth, and intending to be legally bound, the parties hereto
hereby agree as follows:


 


1.             Effective
Date of Agreement. This Agreement shall become effective as of the closing
of the transactions contemplated under the Merger Agreement, at the Effective
Time (the “Effective Date”), and shall remain in effect until terminated
pursuant to Section 2, below; provided, however, that the
restrictive covenants contained in Section 3 below and all other provisions
contained in this Agreement which by their terms survive any termination of
this Agreement shall remain in full force and effect thereafter.


 


2.             Termination.


 


a.     For purposes of this Agreement, the following terms shall have
the respective meanings set forth below:


 


(i)            “Cause” shall mean: (A) the
commission by the Executive of an act of fraud or embezzlement, (B) the
indictment or conviction of the Executive for (x) a felony or (y) a crime
involving moral turpitude or a plea by Executive of guilty or nolo contendere
involving such a crime (to the extent it gives rise to an adverse effect on the
business or reputation of the Company or any of its subsidiaries), (C) the
willful misconduct by the Executive in the performance of Executive’s duties,
including any


 

















 


willful misrepresentation or willful concealment by Executive on any
report submitted to the Company (or any of its securityholders or subsidiaries)
which is not of a de minimis nature, (D) the violation by Executive of a
written Company policy regarding substance abuse, sexual harassment or
discrimination policies or any other material written policy of the Company
regarding employment, (E) the willful failure of the Executive to render
services to the Company or any of its subsidiaries in accordance with
Executive’s employment which failure amounts to a material neglect of the
Executive’s duties to the Company or any of its subsidiaries, (F) the repeated
failure of the Executive to comply with reasonable directives of the Board of
Directors of the Company or the Chief Executive Officer of the Company
consistent with the Executive’s duties or (G) the material breach by Executive
of any of the provisions of any agreement between Executive, on the one hand,
and the Company or a securityholder or an affiliate of the Company, on the
other hand. Notwithstanding the foregoing, with respect to clauses (C), (D), (E),
(F) and (G) above, Executive’s termination of employment with the Company shall
not be deemed to have been terminated for Cause unless and until Executive has
been provided written notice of the Company’s intention to terminate his
employment for Cause and the specific facts relied on; and ten (10) business
days from the receipt of such notice to cure any such conduct or omission
giving rise to a termination for Cause; and Executive does not cure any such
conduct or omission within such ten business-day period.


 


 (ii)          “Disability”
shall mean the inability of the Executive to perform the essential functions of
Executive’s job, with or without reasonable accommodation, by reason of a
physical or mental infirmity, for a continuous period of six months. The period
of six months shall be deemed continuous unless Executive returns to work for
at least 30 consecutive business days during such period and performs during
such period at the level and competence that existed prior to the beginning of
the six-month period. The date of such Disability shall be on the first day of
such six-month period.


 


(iii)          “Severance Termination” shall
mean the termination of Executive’s employment by the Company without Cause
(other than by reason of death or Disability) or the Executive’s termination of
the employment relationship for Good Reason.


 


(iv)          “Good Reason” shall mean (A) a
change by the Company or NMH in Executive’s duties and responsibilities which
is materially inconsistent with Executive’s position in the Company or in NMH,
(B) a reduction in Executive’s annual base salary or annual bonus opportunity
(excluding any reduction in Executive’s salary or bonus opportunity that is
part of a plan to reduce compensation of comparably situated employees of the
Company generally; provided that such reduction in Executive’s salary or bonus
opportunity is not greater than ten percent (10%) of Executive’s salary or
bonus opportunity as in effect on the date hereof) and (C) a material breach by
the company of the employment agreement, if any, between Executive and the
Company or one of its subsidiaries and (D) the relocation of the Executive’s
principal place of work from its current location to a location that is beyond
a 50-mile radius of such current location;


 


2

















 


provided that, notwithstanding anything to the contrary in the
foregoing, Executive shall only have “Good Reason” to terminate employment
following the Company’s failure to remedy the act or omission which is alleged
to constitute “Good Reason” within fifteen (15) days following the Company’s
receipt of written notice from Executive specifying such act or omission.


 


b.     Executive’s employment may be terminated by the Company with or
without Cause or any other reason at any time upon written notice to Executive
(in accordance with the notice procedures of Section 6 and, in the event of a
termination with Cause, in a manner consistent with Section 2(a)(i)); provided,
that if such termination is by reason of Disability, such notice shall set
forth in reasonable detail the facts and circumstances alleged to provide a
basis for such termination. Executive may terminate his or her employment at
any time with or without Good Reason or any other reason upon thirty (30) days
advance written notice to the Company (in accordance with the notice procedures
of Section 6). Executive’s employment hereunder shall automatically terminate
upon the Executive’s death.


 


c.     Notwithstanding any termination of Executive’s employment
hereunder, Executive shall be entitled to receive any unpaid portion of his
base salary, and any unused vacation days accrued through the date of
termination (which shall be paid in accordance with the Company’s normal
payroll practices), together with such other Company benefits, if any, accrued
through the date of termination in accordance with the applicable terms of the
Company benefit plans.


 


d.     In the event of a Severance Termination, subject to Section 2(e)
and to Executive’s continued compliance with the provisions of Section 3,
Executive (i) shall be entitled to the payment of an aggregate amount equal to
the Executive’s base salary (at a rate in effect as of the date of the
Severance Termination) that would have been payable to Executive absent such
termination of employment for a period of one (1) year from the date of the
Severance Termination; (ii) an amount equal to the Executive’s annual cash
bonus earned by Executive in respect of the year prior to the year in which
such Severance Termination occurs and (iii) will be entitled to continue to
participate in the health, medical and welfare benefit plans of the Company in
which Executive participated immediately prior to the date of termination of
employment, as such plans shall be in effect from time to time, for a period of
one (1) year from the date of the Severance Termination. All payments to be
made by the Company shall be paid in equal monthly installments beginning on
the first business day that is one month after the date of the Severance
Termination.


 


e.     Upon any termination of Executive’s employment hereunder,
Executive shall execute and deliver to the Company a general release in form
and substance reasonably satisfactory to the Company releasing the Parent, the
Company, its directors, officers, agents and Executives of any form of
liability, obligation, claim or cause of action relating to Executive’s
employment by the Company.


 


3

















 


3.             Restrictive
Covenants.


 


a.     Confidentiality.


 


(i)            Executive will not at any time
(whether during or after Executive’s employment with the Company), other than
in the ordinary course of performing services for the Company, (x) retain or
use for the benefit, purposes or account of Executive or any other person,
firm, partnership, joint venture, association, corporation or other business
organization, entity or enterprise whatsoever (“Person”); or (y) disclose,
divulge, reveal, communicate, share, transfer or provide access to any Person
outside the Company (other than its professional advisers who are bound by
confidentiality obligations), any non-public, proprietary or confidential
information obtained by Executive in connection with the commencement of
Executive’s employment with the Company or at any time thereafter during the
course of Executive’s employment with the Company — including without
limitation trade secrets, know-how, research and development, software,
databases, inventions, processes, formulae, technology, designs and other
intellectual property, information concerning finances, investments, profits,
pricing, costs, products, services, vendors, customers, clients, partners,
investors, personnel, compensation, recruiting, training, advertising, sales,
marketing, promotions, government and regulatory activities and approvals —
concerning the past, current or future business, activities and operations of
the Company and/or any third party that has disclosed or provided any of the
same to the Company on a confidential basis (provided that with respect to such
third party Executive knows or reasonably should have known that the third
party provided it to the Company on a confidential basis) (“Confidential
Information”) without the prior written authorization of the Board of Directors
of the Company; provided, however, that in any event Executive shall be
permitted to disclose any Confidential Information reasonably necessary (i) to
perform Executive’s duties while employed with the Company or (ii) in
connection with any litigation or arbitration involving this or any other agreement
entered into between Executive and the Company before, on or after the date of
this Agreement in connection with any action or proceeding in respect thereof.


 


(ii)           “Confidential Information” shall not
include any information that is (A) generally known to the industry or the
public other than as a result of Executive’s breach of this covenant or any
breach of other confidentiality obligations by third parties to the extent the
Executive knows or reasonably should have known of such breach by such third parties;
(B) made legitimately available to Executive by a third party (unless Executive
knows or reasonably should have known that such third party has breached any
confidentiality obligation); or (C) required by law or by any court,
arbitrator, mediator or administrative or legislative body (including any
committee thereof) with actual or apparent jurisdiction to order Executive to
disclose or make accessible any information; provided that, with respect to
clause (C) Executive, except as otherwise prohibited by law or regulation,
shall give prompt written notice to the Company of such requirement, disclose
no more information than is so required, and shall reasonably cooperate with
any attempts by the Company, at its sole cost, to obtain a protective order or
similar treatment prior to making such disclosure.


 


(iii)          Except as required by law or otherwise
set forth in Section 3(ii) above, or unless or until publicly disclosed by the
Company, Executive will not


 


4

















 


disclose to anyone, other than Executive’s immediate family and legal,
tax or financial advisors, the material provisions of this Agreement; provided
that Executive may disclose the provisions of this Agreement (A) to any
prospective future employer provided they agree to maintain the confidentiality
of such terms or (B) in connection with any litigation or arbitration involving
this Agreement.


 


(iv)          Upon termination of Executive’s
employment with the Company for any reason, Executive shall (A) cease and not
thereafter commence use of any Confidential Information or intellectual
property (including without limitation, any patent, invention, copyright, trade
secret, trademark, trade name, logo, domain name or other source indicator) if
such property is owned or used by the Company; (B) immediately destroy, delete,
or return to the Company, at the Company’s option, all originals and copies in
any form or medium (including memoranda, books, papers, plans, computer files,
letters and other data) in Executive’s possession or control (including any of
the foregoing stored or located in Executive’s office, home, laptop or other
computer, whether or not Company property) that contain Confidential
Information or otherwise relate to the business of the Company, except that
Executive may retain only those portions of any personal notes, notebooks and
diaries that do not contain Confidential Information; and (C) notify and fully
cooperate with the Company regarding the delivery or destruction of any other
Confidential Information of which Executive is or becomes aware to the extent
such information is in Executive’s possession or control. Notwithstanding
anything elsewhere to the contrary, Executive shall be entitled to retain (and
not destroy) information showing Executive’s compensation or relating to
reimbursement of expenses that Executive reasonably believes is necessary for
tax purposes and copies of plans, programs, policies and arrangements of, or
other agreements with, the Company addressing Executive’s compensation or
employment or termination thereof.


 


b.                                                              Non-Competition; Non-Solicitation;
Non-Interference.


 


(i)            Non-Competition. During the
term of Executive’s employment and during the one year immediately following
(x) the date of any termination of Executive’s employment with the Company by
the Company with or without Cause and (y) if earlier than the date referenced
in clause (x) hereof, the date that notice is given by Executive to the Company
of Executive’s resignation from the Company for any reason (other than due to
Executive’s death) (such period, the “Restricted Period”), Executive will not,
directly or indirectly:


 


(A)          engage in any business that competes,
wholly or in part, as of the Relevant Date (as defined below), in the provision
or sale of acquired brain injury services, therapeutic foster care, other
foster care or other home or community-based healthcare, therapy, counseling or
other educational or human services to people with special needs, or any other
business that the Company is actively conducting or is actively considering
conducting at the time of Executive’s termination of employment (so long as
Executive knows or reasonably should have known about such plan(s)), in each
case in any geographical area within a 100 mile radius of the executive’s
principle place of work with the Company or its affiliates, as applicable (a
“Competitive Business”).


 


5

















 


Notwithstanding the foregoing, if Executive is subject to a more
restrictive noncompetition covenant in any agreement with the Company or any of
its affiliates, the most restrictive of such noncompetition covenants shall
apply;


 


(B)           enter the employ of, or render any
services to, any Person (or any division or controlled or controlling affiliate
of any Person) who or which is a Competitive Business as of the date Executive
enters such employment or renders such services; or


 


(C)           acquire a financial interest in, or
otherwise become actively involved with, any Competitive Business which is a
Competitive Business as of the date of such acquisition or involvement,
directly or indirectly, as an individual, partner, shareholder, officer,
director, principal, agent, trustee or consultant.


 


(ii)           Notwithstanding the provisions of
Section 3(b)(i)(A), (B) or (C) above, nothing contained in Section 3(b)(i)
shall prohibit Executive from (A) investing, as a passive investor, in any
publicly held company provided that Executive’s beneficial ownership of any
class of such publicly held company’s securities does not exceed one percent
(1%) of the outstanding securities of such class, (B) entering the employ of
any academic institution or governmental or regulatory instrumentality of any
country or any domestic or foreign state, county, city or political
subdivision, or (C) providing services to a subsidiary or affiliate of an
entity that controls a separate subsidiary or affiliate that is a Competitive
Business, so long as the subsidiary or affiliate for which Executive may be
providing services is not itself a Competitive Business and Executive is not,
as an Executive of such subsidiary or affiliate, engaging in activities that
would otherwise cause such subsidiary or affiliate to be deemed a Competitive
Business. For purposes of this Section 3(b), the term “Relevant Date”
shall mean, during the term of Executive’s employment, any date falling during
such time, and, for the period of time during the Restricted Period that falls
after the date of any termination of Executive’s employment with the Company,
the effective date of termination of Executive’s employment with the Company.


 


(iii)          Non-Solicitation of Clients.
During the Restricted Period, Executive will not, whether on Executive’s own
behalf or on behalf of or in conjunction with any Person, directly or
indirectly solicit or assist in soliciting the business of any client of the
Company, in all such cases determined as of the Relevant Date (collectively,
the “Clients”):


 


(A)          with whom Executive had personal
contact on behalf of the Company during the one-year period immediately
preceding Executive’s termination of employment;


 


(B)           with whom employees of the Company
reporting to Executive have had personal contact on behalf of the Company and
about such contacts the Executive was aware during the one-year period immediately
preceding the Executive’s termination of employment; or


 


6

















 


(C)           with whom Executive had direct or
indirect responsibility during the one-year period immediately preceding
Executive’s termination of employment.


 


(iv)          Non-Interference with Business
Relationships. During the Restricted Period, Executive will not interfere
with, or attempt to interfere with, business relationships (whether formed
before, on or after the date of this Agreement) between the Company, on the one
hand, and any Client, customers, suppliers, partners, of the Company, on the
other hand, in any such case determined as of the Relevant Date.


 


(v)           Non-Solicitation of Employees;
Non-Solicitation of Consultants. During the term of Executive’s employment
and during the Restricted Period, Executive will not, whether on Executive’s
own behalf or on behalf of or in conjunction with any Person, directly or
indirectly (other than in the ordinary course of Executive’s employment with
the Company on the Company’s behalf):


 


(A)          solicit or encourage any employee of
the Company to leave the employment of the Company; or


 


(B)           hire any such employee who was
employed by the Company as of the date of Executive’s termination of employment
with the Company or who left the employment of the Company coincident with, or
within one year prior to or after, the termination of Executive’s employment
with the Company; or


 


(C)           solicit or encourage to cease to work
with the Company any consultant that Executive knows, or reasonably should have
known, is then under contract with the Company.


 


c.                     It is expressly understood and agreed that
although Executive and the Company consider the restrictions contained in this
Section 3 to be reasonable, if a final judicial determination is made by a
court of competent jurisdiction that the time or territory or any other
restriction contained in this Agreement is an unenforceable restriction against
Executive, the provisions of this Agreement shall not be rendered void but
shall be deemed amended to apply as to such maximum time and territory and to
such maximum extent as such court may judicially determine or indicate to be
enforceable (provided that in no event shall any such amendment broaden the
time period or scope of any restriction herein). Alternatively, if any court of
competent jurisdiction finds that any restriction contained in this Agreement
is unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.


 


4.                                       Intellectual Property.


 


a.                     If
Executive has created, invented, designed, developed, contributed to or
improved any inventions, intellectual property, discoveries, copyrightable
subject matters or other similar work of intellectual property (including
without limitation, research, reports, software, databases, systems or
applications, presentations, textual works, content, or audiovisual materials)
(“Works”), either alone or with third parties, prior to or


 


7

















 


during Executive’s prior and current employment with the Company, that
are in connection with such employment (“Prior Works”), to the extent Executive
has retained or does retain any right in such Prior Work, Executive hereby
grants the Company a perpetual, non-exclusive, royalty-free, worldwide,
assignable, sublicensable license under all rights and intellectual property
rights (including rights under patent, industrial property, copyright, trademark,
trade secret, unfair competition and related laws) therein to the extent of
Executive’s rights in such Prior Work for all purposes in connection with the
Company’s current and future business.


 


b.                     If Executive creates, invents, designs,
develops, contributes to or improves any Works, either alone or with third
parties, at any time during Executive’s employment by the Company and within
the scope of such employment and/or with the use of any the Company resources
(“Company Works”), Executive shall promptly and fully disclose same to the
Company and hereby irrevocably assigns, transfers and conveys, to the maximum
extent permitted by applicable law, and at the Company’s sole expense, all
rights and intellectual property rights therein (including rights under patent,
industrial property, copyright, trademark, trade secret, unfair competition and
related laws) to the Company to the extent ownership of any such rights does
not vest originally in the Company.


 


c.                     Executive agrees to keep and maintain adequate
and current written records (in the form of notes, sketches, drawings, and any
other form or media requested by the Company) of all Company Works. The records
will be available to and remain the sole property and intellectual property of
the Company at all times.


 


d.                     Executive shall take all requested actions and
execute all requested documents (including any licenses or assignments required
by a government contract) at the Company’s expense (but without further
remuneration) to assist the Company in validating, maintaining, protecting,
enforcing, perfecting, recording, patenting or registering any of the Company’s
rights in the Prior Works and Company Works as set forth in this Section 4. If
the Company is unable for any other reason to secure Executive’s signature on
any document for this purpose, then Executive hereby irrevocably designates and
appoints the Company and its duly authorized officers and agents as Executive’s
agent and attorney in fact, to act for and in Executive’s behalf and stead to
execute any documents and to do all other lawfully permitted acts in connection
with the foregoing.


 


e.                     Except as may otherwise be required under
Section 4(a) above, Executive shall not improperly use for the benefit of,
bring to any premises of, divulge, disclose, communicate, reveal, transfer or
provide access to, or share with the Company any confidential, proprietary or
non-public information or intellectual property relating to a former employer
or other third party which Executive knows or reasonably should have known is
confidential, proprietary or non-public information or intellectual property of
such third party without the prior written permission of such third party.
Executive hereby indemnifies, holds harmless and agrees to defend the Company
and its officers, directors, partners, Executives, agents and representatives
from any breach of the foregoing covenant. Executive shall comply with all
relevant policies and guidelines of


 


8

















 


the Company, including regarding the protection of confidential
information and intellectual property and potential conflicts of interest.
Executive acknowledges that the Company may amend any such policies and
guidelines from time to time, and that Executive remains at all times bound by
their most current version.


 


f.                      The provisions of Sections 4 and 5 shall
survive the termination of Executive’s employment for any reason.


 


5.                                       Specific Performance.


 


a.                     Executive acknowledges and agrees that in the
course of Executive’s employment with the Company, Executive will be provided
with access to Confidential Information, and will be provided with the
opportunity to develop relationships with clients, prospective clients,
employees and other agents of the Company, and Executive further acknowledges
that such confidential information and relationships are extremely valuable
assets of the Company in which the Company has invested and will continue to
invest substantial time, effort and expense. Accordingly, Executive
acknowledges and agrees that the Company’s remedies at law for a breach or
threatened breach of any of the provisions of Section 3 or Section 4 would be
inadequate and, in recognition of this fact, Executive agrees that, in the
event of such a breach or threatened breach, in addition to any remedies at
law, the Company, without posting any bond, shall be entitled to cease making
any payments or providing any benefit otherwise required to be paid or provided
by the Company (other than any vested benefits under any retirement plan or as
may otherwise be required by applicable law to be provided) and seek equitable
relief in the form of specific performance, temporary restraining order,
temporary or permanent injunction or any other equitable remedy which may then
be available; provided, however, that if it is subsequently determined in a
final and binding arbitration or litigation that Executive did not breach any
such provision, the Company will promptly pay any payments or provide any
benefits, which the Company may have ceased to pay when originally due and
payable, plus an additional amount equal to interest (calculated based on the
applicable federal rate for the month in which such final determination is
made) accrued on the applicable payment or the amount of the benefit, as
applicable, beginning from the date such payment or benefit was originally due
and payable through the day preceding the date on which such payment or benefit
is ultimately paid hereunder.


 


6.             Tax
Provisions.


 


All payments due to
Executive hereunder shall be subject to all applicable taxes required to be
withheld by the Company pursuant to federal, state or local law. Executive
shall be solely responsible for income and earnings taxes imposed on Executive
by reason of any cash or non-cash compensation and benefits provided hereunder.


 


9

















 


7.             Successors,
Binding Agreement; Entire Agreement.


 


a.     This Agreement shall not be assignable by the Executive. This
Agreement may be assigned by the Company to any affiliate or to any other
person that is a successor in interest to all or substantially all of the
business operations of the Company.


 


b.     This Agreement shall be binding upon, and inure to the benefit
of, the parties hereto and respective successors, heirs and permitted assigns.


 


c.     This Agreement sets forth the entire agreement and supersedes
all prior agreements, written or oral, between the parties with respect to the
subject matter hereof.


 


8.             Notices.
For the purpose of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered in person, on the next business day when sent by
overnight courier service, and on the date of receipt when sent by postage prepaid
mail with a return receipt requested, at the following locations (or at such
other location for a party as shall be specified by like notice):


 


a.               If to the Company, to:


 


National Mentor, Inc.


c/o Vestar Capital
Partners


245 Park Avenue, 41st
Floor


New York, NY 10167


Attn: General Counsel


Telecopy: (212) 808-4922


 


with a copy to:


 


Simpson Thacher &
Bartlett LLP


425 Lexington Avenue


New York, New York 10017


Attention:  Alvin Brown, Esq.


(Fax #212-455-2502)


 


b.              If to Executive:


 


To the most recent
address on file with the Company for the Executive.


 


9.             Amendments,
Modifications, Waivers. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by Executive and the Company. The failure of a party to
insist upon strict adherence to any term of the Agreement on any occasion shall
not be considered a waiver of such party’s rights or deprive such party of the
right thereafter to insist upon strict adherence to that term or any other term
of the Agreement.


 


10

















 


10.           Severability;
Inconsistent Provisions.


 


a.     If any provision of this Agreement is held to be invalid,
unenforceable or inoperative, the remaining provisions hereof shall remain in
full force and effect and this Agreement shall be reformed so as to give the
fullest possible effect, consistent with applicable law, to the intent of the
parties as set forth herein.


 


b.     In the
event that any provision of any Executive benefit plan applicable to Executive
conflicts or is inconsistent with any provisions of this Agreement, the
provisions of such plan shall prevail and govern.


 


11.           Interpretation.
The parties hereto acknowledge and agree that: (i) each party hereto and its
counsel reviewed and negotiated the terms and provisions of this Agreement and
have contributed to their revision and (ii) the rule of construction to the
effect that any ambiguities are resolved against the drafting party shall not
be employed in the interpretation of this Agreement. Unless otherwise expressly
provided herein, the words “include,” “includes” and “including” do not limit
the preceding words or terms and shall be deemed to be followed by the words
“without limitation.”  All pronouns and
any variations thereof refer to the masculine, feminine or neuter, singular or
plural, as the context may require. All terms defined in this Agreement in
their singular or plural forms, have correlative meanings when used herein in
their plural or singular forms, respectively. The article and section headings
contained in this Agreement are solely for the purpose of reference, are not
part of the agreement of the parties and shall not in any way affect the
meaning or interpretation of this Agreement.


 


12.           Governing
Law, Arbitration, etc.


 


a.     This Agreement shall be governed in all respects, including as
to validity, interpretation and effect, by the internal laws of the
Commonwealth of Massachusetts applicable to contracts made and performed
entirely within such State.


 


b.     Except as otherwise provided in Section 5, the parties hereto
agree that any disputes arising between them shall be submitted to binding
arbitration in Boston, Massachusetts, pursuant to the rules and procedures
prescribed by the American Arbitration Association (“AAA”) to resolve the
dispute by arbitration.


 


c.     The parties hereby agree that the Company may bring any action
seeking equitable relief in respect of Executive’s agreements under Section 3
or Section 4 in the state or federal courts of the State of Massachusetts. Each
party irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such
action in any such court, any claim that any such action brought in such a
court has been sought in an inconvenient forum and the right to object, with
respect to any such action brought in any such court, that such court does not
have jurisdiction over such party. In any such action, each party waives, to
the fullest extent it may effectively do so, personal service of any summons,
complaint or other process and agrees that the service thereof may be made by
certified or registered mail, addressed to such party at its address set forth
in Section 8 hereof. Each party


 


11

















 


irrevocably waives, to the fullest extent permitted by law, all rights
to trial by jury in any such action.


 


13.           Counterparts.
This Agreement may be executed (including by facsimile transmission) in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


[Signatures on next page.]


 


12

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


 


	
   

  	
  NATIONAL MENTOR, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Executive:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


13