DATED AS OF OCTOBER 17, 2003, BETWEEN
J.W. CHILDS ASSOCIATES, L.P. AND UNIVERSAL HOSPITAL SERVICES, INC.) AND ANY
DIRECTOR FEES PAID TO MEMBERS OF THE BOARD, IN EACH CASE, DURING SUCH FISCAL
YEAR, PLUS (D) FOR FISCAL YEAR 2007 ONLY, ANY CONSULTING FEES PAID BY UNIVERSAL
HOSPITAL SERVICES, INC. TO L.E.K. CONSULTING DURING THE PERIOD FROM JANUARY 1,
2007 TO MAY 31, 2007, PLUS (E) ANY NON-CASH CHARGES TO THE EXTENT THAT SUCH
CHARGES WILL NOT RESULT IN A CASH CHARGE IN ANY FUTURE PERIOD (INCLUDING ANY
NON-CASH EXPENSES RELATING TO THE OPTIONS UNDER FAS 123(R)) DURING SUCH FISCAL
YEAR, PLUS (F) NON-CAPITALIZED TRANSACTION FEES AND EXPENSES INCURRED IN
CONNECTION WITH THE ACQUISITION OF UHS BY THE COMPANY DURING SUCH FISCAL YEAR,
PLUS (G) ANY FEES PAID BY THE COMPANY OR UHS TO DAVID DOVENBERG, BUT NOT TO
EXCEED $250,000 IN ANY FISCAL YEAR, PLUS (OR MINUS) (H) ANY UNUSUAL AND
NON-RECURRING LOSSES (OR GAINS) FOR SUCH FISCAL YEAR, MINUS (I) ANY NON-CASH
GAINS DURING SUCH FISCAL
(1)
This provision will be included only for
those Grantees who are at the level of Vice President and above (including the
Controller).
3
YEAR, IN EACH CASE, AS DETERMINED IN ACCORDANCE WITH UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES AND AS SET FORTH ON THE COMPANY'S FINANCIAL
STATEMENTS FOR SUCH FISCAL YEAR WHICH HAVE BEEN APPROVED BY THE BOARD.
(II)
"ADJUSTED TARGET EBITDA" MEANS, FOR ANY FISCAL YEAR OF THE
COMPANY DURING THE PERFORMANCE VESTING PERIOD, THE BASE TARGET EBITDA (AS SET
FORTH IN ANNEX I ATTACHED HERETO) FOR SUCH YEAR; PROVIDED, THAT THE COMMITTEE
SHALL MAKE APPROPRIATE ADJUSTMENTS TO ANY ADJUSTED TARGET EBITDA (I) TO THE
EXTENT THAT THERE ARE MATERIAL DEVIATIONS IN THE AMOUNT OF CAPITAL EXPENDITURES
ACTUALLY INCURRED BY THE COMPANY DURING ANY FISCAL YEAR FROM THE CAPITAL
EXPENDITURES TARGET (AS SET FORTH IN ANNEX I ATTACHED HERETO) FOR SUCH FISCAL
YEAR AND (II) IN ACCORDANCE WITH SECTION 5(C) ABOVE.
(III)
"IRR" MEANS, AS OF ANY DATE OF A SALE OF THE COMPANY, AFTER
GIVING EFFECT TO SUCH SALE OF THE COMPANY, BSMB'S COMPOUNDED ANNUAL RATE OF
RETURN (AS DETERMINED IN GOOD FAITH BY BSMB USING THE "XIRR" FUNCTION IN
MICROSOFT EXCEL®, UPGRADES TO SUCH PROGRAM, OR IF SUCH SOFTWARE IS NOT AVAILABLE
AT SUCH TIME, AN EQUIVALENT FUNCTION IN ANOTHER SOFTWARE PACKAGE) ON ITS ENTIRE
INVESTMENT IN THE COMPANY.
For purposes of calculating BSMB's compound annual rate of return as
contemplated in the preceding paragraph:
(A)
THERE SHALL BE TAKEN INTO ACCOUNT ALL CASH
PAYMENTS RECEIVED BY BSMB FROM TIME TO TIME PRIOR TO THE CONSUMMATION OF SUCH
SALE OF THE COMPANY (EXCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY FEES PAID TO
BSMB PURSUANT TO THE SERVICES AGREEMENT, BUT INCLUDING THE PORTION OF ANY
ADVISORY FEE (AS DEFINED IN THE SERVICES AGREEMENT) PAID TO BSMB IN EXCESS OF
$500,000 IN ANY FISCAL YEAR OF THE COMPANY);
(B)
THERE SHALL BE TAKEN INTO ACCOUNT ALL CASH
PAYMENTS TO BE RECEIVED BY BSMB UPON CONSUMMATION OF SUCH SALE OF