Exhibit 10.12


 


NATIONAL MENTOR, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN


 


(Effective March
9, 2001)


 

















 


CERTIFICATE


 


I,                     ,
the                         
of National Mentor., Inc., do hereby certify that the attached is a true and
correct copy of the National Mentor, Inc. Executive Deferred Compensation Plan
as in effect on March 9, 2001.


 


 


	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
						



 


 


Dated this 9th day of March, 2001.


 

















 


NATIONAL MENTOR, INC, 

EXECUTIVE DEFERRED COMPENSATION PLAN


 


(Effective March 9,2001)


 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Introduction

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Name

  	
  1

  
	
  1.2

  	
  Purpose

  	
  1

  
	
  1.3

  	
  Administration of the Plan

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  Plan Participation

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Eligibility

  	
  3

  
	
  3.2

  	
  Participation

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  Contributions

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Deferral Contributions

  	
  4

  
	
  4.2

  	
  Deferral Contributions Account

  	
  4

  
	
  4.3

  	
  Discretionary Contributions

  	
  4

  
	
  4.4

  	
  Discretionary Contributions Account

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  Earnings on Account Balances

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Investments

  	
  4

  
	
  5.2

  	
  Crediting of Contributions

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  Establishment of Trust

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Establishment of Trust

  	
  5

  
									



 


i

















 


	
  6.2

  	
  Status of Trust

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
  6

  
	
   

  	
   

  	
   

  
	
  Distribution of Account Balances

  	
   

  	
  6

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Vesting

  	
  6

  
	
  7.2

  	
  Timings of Distributions

  	
  6

  
	
  7.3

  	
  (Illegible)

  	
  6

  
	
  7.4

  	
  Involuntary Distributions

  	
  6

  
	
  7.5

  	
  Designation of Beneficiaries

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  Amendment and Termination

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Amendment

  	
  7

  
	
  8.2

  	
  Plan Termination

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  General Provisions

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Non-Alienation of Benefits

  	
  7

  
	
  9.2

  	
  Withholding for Taxes

  	
  8

  
	
  9.3

  	
  Immunity of Committee Members

  	
  8

  
	
  9.4

  	
  Plan not to Affect Employment Relationship

  	
  8

  
	
  9.5

  	
  Assumption of Company Liability

  	
  8

  
	
  9.6

  	
  Subordination of Rights

  	
  8

  
	
  9.7

  	
  Notices

  	
  8

  
	
  9.8

  	
  Gender and Number: Headings

  	
  9

  
	
  9.9

  	
  Controlling Law

  	
  9

  
	
  9.10

  	
  Successors

  	
  9

  
	
  9.11

  	
  Severability

  	
  9

  
	
  9.12

  	
  Action by Company

  	
  9

  
	
  9.13

  	
  Review of Benefit Determinations

  	
  9

  
						



 


ii

















 


NATIONAL MENTOR, INC.


 


EXECUTIVE DEFERRED
COMPENSATION PLAN


 


ARTICLE I


Introduction


 


1.1         Name. The name of this plan shall
be the “National Mentor, Inc. Executive 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 1 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 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 of Directors 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.


 


ARTICLE II


Definitions


 


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


 


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


 


2.3        “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. With respect to the Company, the
term Affiliate shall include, without limitation, each professional
corporation, association or other entity which has entered into a management,
billing, or other services agreement with the Company or any Subsidiary
thereof.


 


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


 


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


 


2.6        “Company” means National Mentor,
Inc., a Delaware corporation, or its successors or assigns under the Plan.


 


2.7        “Deferral Contributions” means
the contributions made on behalf of a Participant pursuant to Section 4.1 of
this Plan.


 


2.8        “Deferral Contributions Account”
means the account maintained on behalf of each Participant which will represent
the amount of the Deferral Contributions made on behalf of such Participant
pursuant to Section 4.3 of the Plan.


 


2.9        “Discretionary Contributions”
means the contributions made on behalf of a Participant pursuant to Section 4.3
of this Plan.


 


2.10      “Discretionary Contributions Account”
means the account maintained on behalf of each Participant which will represent
the amount of the Deferral Contributions made on behalf of such Participant
pursuant to Section 4.3 of the Plan.


 


2.11      “Effective Date” means March 9,
2001.


 


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


 


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


 


2.14      “Permitted Investment” means such
funds, investments or other assets as may be approved by the Committee from
time to time for purposes of this Plan.


 


2

















 


2.15      “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 of any department, agency or political subdivision
thereof.


 


2.16      “Plan” means this “National mentor,
Inc. Executive Deferred Compensation Plan,” as amended from time to time.


 


2.17      “Plan Year” means the calendar
year, provided, however, that the initial Plan Year shall be the period from
March 9, 2001 through December 31, 2001.


 


2.18      “Sale of the Company” means the
sale of the Company 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 the Company possessing the voting power under normal circumstances to elect
a majority of the Company’s Board of Directors (whether by merger,
consolidation, sale or transfer of the Company’s capital stock),or (ii) more
than 50% of the Company’s assets determined on a consolidated basis.


 


2.19      “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,
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 (a “Participant”). The initial Participants 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. Each employee of
the Company or its Subsidiaries or Affiliates who has been designated by the
Committee as eligible to participate in this Plan for a Plan Year shall become


 


3

















 


a Participant hereunder by timely executing a deferral
election form with the Committee in accordance with the
requirements of Article IV.


 


ARTICLE IV


Contributions


 


4.1         Deferral Contributions. Each
employee of the Company or its Subsidiaries or Affiliates who is eligible to
participate in this Plan may elect to defer a portion of his salary, bonuses or
other compensation. Each Participant desiring to defer compensation hereunder
shall file an election with the Committee in such form and at such time as the
Committee may determine. The completion of such an election shall evidence the
Participant’s authorization of the Company to reduce his Compensation and shall
thereafter be irrevocable.


 


4.2         Deferral Contributions Account.
The Committee shall establish and maintain an account (the “Deferral
Contributions Account”) with respect to each Participant who has elected to
make Deferral Contributions under this Article IV. The Participant’s
Deferral Contributions Account shall be a bookkeeping account maintained by the
Company and shall reflect the amount of compensation the Participant has
elected to defer under the Plan. The amount of any deemed investment earnings
and losses on the amounts reflected in a Participant’s Deferral Contributions
Account shall be credited or charged to his Deferral Contributions Account in
accordance with Article V.


 


4.3         Discretionary Contributions. With
respect to each Plan Year, the Committee may in its sole and absolute
discretion, credit a Participant’s Discretionary Contributions Account with a
Discretionary Contribution. The Committee may designate Discretionary
Contributions indifferent amounts for each Participant or groups of
Participants and may choose to make no Discretionary Contribution for any
Participant or any group of Participants, in its discretion.


 


4.4         Discretionary Contriburtorts Account.
The Committee shall establish and maintain an account (the “Discretionary
Contributions Account”) with respect to each Participant with respect to whom
Discretionary Contributions have been made on his or her behalf. The amount of
any deemed investment earnings and losses on the amounts reflected in a
Participant’s Discretionary Contributions Account shall be credited at charged
to his Discretionary Contributions Account in accordance with Article V.


 


ARTICLE V


Earnings On
Account Balances


 


5.1         Investments.


 


(a)          Permitted Investments. The
Committee may designate from time to time, that all or a portion of a
Participant’s Accounts be deemed to be invested in one or more Permitted


 


4

















 


Investments. Such amounts shall be deemed to be
Invested as of such dates as may be specified by the Committee.


 


(b)         Receipts. Each Account shall be
deemed to receive all interest, dividends, earnings and other property which
would have been received with respect to a Permitted Investment deemed to be
held in such Account if such Account was actually invested
in such Permitted Investment. Cash deemed received with respect to a Permitted
Investment shall be credited to the Account as of the date it would have been
available for reinvestment if the Account was actually invested in the
Permitted Investment.


 


(c)          Actual Investment Not Required.
The Company need not actually make any permitted Investment. If the Company
should from time to time make any investment similar to a Permitted Investment,
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.


 


5.2         Crediting of Contributions. The
Company shall credit all Deferral Contributions to a Participant’s Deferral
Contributions Account within a reasonable period following the date on which
such deferred amounts would have been paid to the Participant if the
Participant had not made a deferral election under Article IV. The Company
shall credit Discretionary Contributions (if any) to a Participant’s
Discretionary Contributions Account within a reasonable period following the
last day of each Plan Year.


 


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 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 will be subject to the claims of the Company’s creditors as provided
in the trust document.


 


5

















 


ARTICLE VII


Distribution of
Account Balances


 


7.1         Vesting. A Participant’s Account
Balance 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 Section 7.2 below, subject however, to the
provisions of this Plan (including those provisions limiting a Participant’s
rights to those of an unsecured creditor of the Company).


 


7.2         Timing of Distributions.


 


Illegible
be distributable as soon as administratively practicable following the
earliest of:


 


(i)          the first day of the month following
the date that the Participant retires or terminates from employment of the
Company and its Affiliates;


 


(ii)         at the time provided in Section 7.4; or


 


(iii)        the date specified by the Participant on
his deferral election form.


 


(b)         Election to Defer. Notwithstanding
subsection (a) above, at any time before the first to occur of the events
listed in subsection (i) to (iii) of subsection (a), the Participant may elect
to defer the time when his Account Balance would be payable to him to a
subsequent date (not later than the first, business day of the calendar year
following the calendar year of his retirement or other termination of
employment with the Company). If such election becomes effective as provided in
the next sentence, then the Participant’s Account Balance will be payable at
the time specified in such election. The Participant’s election under this
subsection (b) will become effective only if the Participant remains an
Employee of the Company or its Subsidiaries or Affiliates for at least one year
after making such election.


 


Notwithstanding subsections (a) and (b), as
provided in Section 7.4, the Committee in its discretion (which the Committee
will not be obligated to exercise in any instance or instances) may accelerate
the distribution of the Account Balance of any Participant who has terminated
employment to such date as the Committee determines; and such distribution will
be made on or as soon as administratively practicable following such date.


 


7.3         Form of Distribution of Account
Balances. Each Participant’s Account Balance will be distributed to him in
cash (and not in kind) as a lump sum payment. The lumpsum payment will be made
on the date provided in Section 7.2.


 


7.4         Involuntary Distributions.
Notwithstanding the foregoing provisions of this Article VII, the Committee may
on its own initiative authorize and direct the Company to distribute to any
Participant, (or to a designated beneficiary in the event of the Participant’s
death) all or any portion of the Participant’s Account Balance. Such payment
would be specifically authorized and directed in the event that there is a
change in tax law, a published ruling or similar announcement issued by the
Internal Revenue Service, a regulation issued by the Secretary of the Treasury,
a decision by a court of competent jurisdiction involving a Participant or a
beneficiary, or a closing agreement made under Section 7121 of the


 


6

















 


Code that is approved by the Internal Revenue Service
and involves a Participant, and the Committee determines that a Participant has
or will recognize income for federal income tax purposes with respect to
amounts deferred under this Plan prior to the time such amounts otherwise would
be paid to the Participant.


 


7.5         Designation of Beneficiaries.
Each Participant may name any person (who may be named concurrently,
contingently or successively) to whom the Participant’s Account Balance under
the Plan is to be paid if the Participant dies before such Account Balance 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 o f the
Participant’s death or before complete payment of the Participant’s Account
Balance, the Committee, in its discretion, may pay the Participant’s Account
Balance to either (i) one, or mote of the Participant’s relatives by blood
(Illegible) marriage and in such proportions as the (Illegible) determines,
(Illegible) of the estate (Illegible) 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, adversely affect the right of the Participant (or his
beneficiary) to receive payments of such(1) 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 (illegible) 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),
as provided in Section 7.4, the Company may provide that each Participant’s
Account Balance 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 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


 


7

















 


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.
Notwithstanding anything contained in this Plan to the contrary, the Company
shall withhold from any distribution made under the Plan such amount or amounts
as may be required for purposes of complying with the tax withholding
provisions of the Code or any State income tax act for purposes of paying any
income, estate, inheritance or other tax attributable to any amounts
distributable or creditable under the Plan.


 


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 actually, 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 anytime 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.


 


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 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.


 


8

















 


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 constructed 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.ll         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 of Directors or by a duly authorized committee of its Board of
Directors, or by a person or persons authorized by resolution of its Board of
Directors 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 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


 


Greg Torres 

Elizabeth Hopper 

Don Monack


 

















 


National Mentor, Inc.


Board Resolution


Modifications to:


National Mentor, Inc. Executive Deferred


Compensation Plan


 


Be it resolved that:


 


Effective May 1, 2003 the following modifications
shall he made to the National Mentor Executive
Deferred Compensation Plan (the Plan).


 


•                             That
henceforth the contributions for the CEO shall be thirteen percent (13%) of
annual base compensation (not including bonus);


 


•                             That
henceforth, contribution for each of the Executive Vice Presidents shall be
eleven percent (11%) of annual base compensation (not
including bonus);


 


•                             That,
henceforth the following employees shall be admitted into the Plan and
contributions shall be nine percent (9%) of base compensation (not including
bonus): Julie Fay, John Green, Denis Holler, Tripp Jones, Bob Longo, Bruce
Nardella and Dave Peterson.


 


All such “contributions” are not funded (backed by any
specific asset) and are general liabilities of National Mentor, Inc. The
account balances accrue interest at a rate set by the board of National Mentor,
Inc. at the beginning of the calendar year and are compounded annually an the
end of the fiscal year. For fiscal 2003 the interest rate has been set at six
percent (6%)


 


 


	
   

  	
  Voted and Approved; September 22, 2003

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Denis M. Holler

  	
   

  
	
   

  	
  Denis M. Holler

  
	
   

  	
  Assistant Secretary