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 Holdings, 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:
National Mentor Holdings, Inc.
10
313 Congress Street
Boston, MA 02210
Attn:
General Counsel
Telecopy:
(617) 790-4271
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.
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.
A.
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.
B.
THE COMPANY WILL INTERPRET, CONSTRUE,
AND ADMINISTER THE AGREEMENT IN A MANNER THAT SATISFIES THE REQUIREMENTS OF
(A)