Exhibit 10.2


 


NATIONAL MENTOR HOLDINGS, INC.


 


Amended and Restated Employment Agreement


 


with


 


Gregory Torres


 


FIRST AMENDMENT


 


THIS FIRST AMDENDMENT is entered into as of the 31st day of December 2008 between National
Mentor Holdings, Inc. (the “Company”) and Gregory Torres (the “Employee”).


 


Recitals


 


(i)                                     The
parties entered into an amended and restated employment agreement dated June 29,
2006 (the “Agreement”);


 


(ii)                                  Section 12
of the Agreement reserves to the parties the right to modify or amend the Agreement
by written instrument signed by both the Company and the Employee; and


 


(iii)                               The
Company and the Employee desire to amend the Agreement to conform to the
requirements of Internal Revenue Code § 409A.


 


Amendment


 


The Agreement
is amended as follows:


 


1.                                       Section 4
is amended to provide as follows:


 


4.                                       Expenses.
Employee is authorized to incur reasonable expenses (including, without
limitation, reasonable expenditures for supplies, office and administrative
expenses, travel, lodging, food and related expenses) while performing the
services for which he is retained under this Agreement. The Company shall
reimburse the Employee for such expenses upon presentation by the Employee from
time to time of appropriately itemized and approved (consistent with the
Company’s policy) accounts of such expenditures. All expense reimbursements and
in kind benefits provided under this Section 4 or elsewhere in this
Agreement will be made or provided in accordance with the requirements of
Internal Revenue Code (the “Code”) § 409A, including, where applicable,
the requirement that:


 

















 


(i)                                     The
amount of expenses eligible for reimbursement, or in kind benefits provided,
during a calendar year may not affect the expenses eligible for reimbursement,
or in kind benefits to be provided, in any other calendar year;


 


(ii)                                  The
reimbursement of an eligible expense will be made on or before the last day of
the calendar year following the year in which the expense is incurred; and


 


(iii)                               The
right to reimbursement or in kind benefits is not subject to liquidation or
exchange for another benefit.


 


2.                                       The
following Section 18 is added immediately following Section 17:


 


18.                                 Compliance
with Code § 409A.


 


a.                                       This
Agreement will be interpreted and administered in accordance with the applicable
requirements of, and exemptions from, Code § 409A, and in a manner
consistent with Treas. Reg. § 1.409A-1 et. seq. To the extent any payments
or benefits are subject to Code § 409A, this Agreement shall be
interpreted, construed and administered in a manner that satisfies the
requirements of (i) Code § 409A(a)(2), (3) and (4), (ii) Treas.
Reg. § 1.409A-1 et seq., and (iii) other applicable authority issued
by the Internal Revenue Service and the U.S. Department of the Treasury.


 


b.                                      When
used in this Agreement, the terms “termination of employment,” “terminate
employment,” and words of similar import mean and refer to “separation from
service” within the meaning of Code § 409A(a)(2)(A)(i) and Treas.
Reg. § 1.409A-1(h).


 


c.                                       If
any amount is to be paid to the Employee as a result of the Employee’s
termination of employment at a time when the Employee is “specified employee”
(within the meaning of Treas. Reg. § 1.409A-1(i)), then, only to the
extent necessary to avoid the imposition of excise taxes or other penalties
under Code § 409A, payments to the Employee scheduled to be paid to during
the first six (6) month period following the date of a termination of
employment will not be paid until the date which is the first business day
after six months have elapsed following the Employee’s termination of
employment. If the Employee dies during the delay period set forth in this Section 18.c,
the Employee’s entire benefit will be paid to his beneficiary, in cash, in a
single lump sum, within sixty (60) days of death.


 


3.                                       This
amendment is effective as of December 31, 2008.


 


[Signature page follows]


 


2

















 


EXECUTED this
31st day of December 2008.


 


	
   

  	
  NATIONAL MENTOR HOLDINGS,

  
	
   

  	
   INC. (the Employer)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Edward Murphy

  
	
   

  	
   

  	
    Edward Murphy, Chief 

  
	
   

  	
   

  	
    Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREGORY TORRES (the Employee)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/ Gregory Torres

  



 


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