OR MODIFY ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT.
17.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE
ILLEGAL, INVALID, OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAWS EFFECTIVE DURING
THE TERM OF THIS AGREEMENT, SUCH PROVISION WILL BE FULLY SEVERABLE AND THIS
AGREEMENT AND EACH SEPARATE PROVISION WILL BE CONSTRUED AND ENFORCED AS IF SUCH
ILLEGAL, INVALID OR UNENFORCEABLE PROVISION HAD NEVER COMPRISED A PART OF THIS
AGREEMENT, AND THE REMAINING PROVISIONS OF THIS AGREEMENT WILL REMAIN IN FULL
FORCE AND EFFECT AND WILL NOT BE AFFECTED BY THE ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION OR BY ITS SEVERANCE FROM THIS AGREEMENT.
IN ADDITION,
IN LIEU OF SUCH ILLEGAL, INVALID OR UNENFORCEABLE PROVISION, THERE WILL BE ADDED
AUTOMATICALLY, AS A PART OF THIS AGREEMENT, A PROVISION AS SIMILAR IN TERMS TO
SUCH ILLEGAL, INVALID OR UNENFORCEABLE PROVISION AS MAY BE POSSIBLE AND LEGAL,
VALID AND ENFORCEABLE.
15
18.
BINDING EFFECT.
THIS AGREEMENT WILL BE BINDING UPON AND SHALL
INURE TO THE BENEFIT OF EACH PARTY AND EACH PARTY'S RESPECTIVE SUCCESSORS, HEIRS
AND LEGAL REPRESENTATIVES.
THIS AGREEMENT MAY NOT BE ASSIGNED BY OFFICER TO ANY
OTHER PERSON OR ENTITY BUT MAY BE ASSIGNED BY EMPLOYER TO ANY WHOLLY-OWNED
SUBSIDIARY OR AFFILIATE OF EMPLOYER OR TO ANY SUCCESSOR TO OR TRANSFEREE OF ALL,
OR ANY PART, OF THE STOCK OR ASSETS OF EMPLOYER.
19.
EMPLOYER POLICIES REGULATIONS AND GUIDELINES FOR OFFICERS.
EMPLOYER MAY ISSUE POLICIES, RULES, REGULATIONS, GUIDELINES, PROCEDURES OR OTHER
MATERIAL, WHETHER IN THE FORM OF HANDBOOKS, MEMORANDA, OR OTHERWISE, RELATING TO
ITS OFFICERS.
THESE MATERIALS ARE GENERAL GUIDELINES FOR OFFICER'S INFORMATION
AND WILL NOT BE CONSTRUED TO ALTER, MODIFY OR AMEND THIS AGREEMENT FOR ANY
PURPOSE WHATSOEVER.
20.
ENTIRE AGREEMENT.
THIS AGREEMENT, EMBODIES THE ENTIRE AGREEMENT
AND UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
CONTAINED HEREIN AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THEIR SUBJECT MATTER, UNLESS EXPRESSLY PROVIDED
OTHERWISE WITHIN SUCH AGREEMENTS, INCLUDING BUT NOT LIMITED TO (A) THAT CERTAIN
EMPLOYMENT AGREEMENT ENTERED INTO BETWEEN OFFICER AND NATIONAL MENTOR, INC.
DATED SEPTEMBER 7, 2004, AND (B) THE ORIGINAL VERSION OF THIS AGREEMENT, DATED
JUNE 29, 2006 BY AND AMONG THE OFFICER AND THE EMPLOYER.
NO AMENDMENT OR
MODIFICATION OF THIS AGREEMENT WILL BE VALID UNLESS MADE IN WRITING AND SIGNED
BY EACH OF THE PARTIES AND COUNTERSIGNED BY VESTAR CAPITAL PARTNERS V, L.P. NO
REPRESENTATIONS, INDUCEMENTS OR AGREEMENTS HAVE BEEN MADE TO INDUCE EITHER
OFFICER OR EMPLOYER TO ENTER INTO THIS AGREEMENT WHICH ARE NOT EXPRESSLY SET
FORTH WITHIN THIS AGREEMENT.
OFFICER AND EMPLOYER ACKNOWLEDGE AND AGREE THAT
EMPLOYER'S WHOLLY-OWNED SUBSIDIARIES AND AFFILIATES ARE EXPRESS THIRD PARTY
BENEFICIARIES OF THIS AGREEMENT.
21.
INTERPRETATION.
THE EMPLOYER WILL INTERPRET, CONSTRUE, AND
ADMINISTER THE AGREEMENT IN A MANNER THAT SATISFIES THE REQUIREMENTS OF (A) CODE
§ 409A(A)(2), (3) AND (4), (B) TREAS. REG. § 1.409A-1 ET SEQ., AND (C)
OTHER
APPLICABLE AUTHORITY ISSUED BY THE INTERNAL REVENUE SERVICE AND THE U.S.
DEPARTMENT OF THE TREASURY.
IN ADDITION, THE