þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 31-1757086 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
313 Congress Street, 6th Floor | ||
Boston, Massachusetts 02210 | (617) 790-4800 | |
(Address of principal executive offices, | (Registrants telephone number, | |
including zip code) | including area code) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
PART I
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24 | ||||||||
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24 | ||||||||
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25 | ||||||||
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PART II
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25 | ||||||||
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26 | ||||||||
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28 | ||||||||
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PART III
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44 | ||||||||
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46 | ||||||||
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47 | ||||||||
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48 | ||||||||
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51 | ||||||||
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PART IV
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51 | ||||||||
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52 | ||||||||
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Exhibit 10.8.1 | ||||||||
Exhibit 10.12 | ||||||||
Exhibit 21 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 31.3 | ||||||||
Exhibit 32 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
2
|
changes in Medicaid or other funding or changes in budgetary priorities by federal, state
and local governments;
|
|
changes in reimbursement rates, policies or payment practices by our payors;
|
|
our substantial amount of debt, our ability to meet our debt service obligations and our
ability to incur additional debt;
|
|
an increase in the number and nature of pending legal proceedings and the outcomes of
those proceedings;
|
|
failure to take advantage of organic growth opportunities;
|
|
our ability to maintain, expand and renew existing services contracts and to obtain
additional contracts;
|
|
our ability to acquire new licenses or to maintain our status as a licensed service
provider in certain jurisdictions;
|
|
our ability to establish and maintain relationships with government agencies and advocacy
groups;
|
|
an increase in our self-insured retentions and changes in the insurance market for
professional and general liability, workers compensation and automobile liability and our
claims history that affect our ability to obtain coverage at reasonable rates;
|
|
our ability to control operating costs and collect accounts receivable;
|
|
our ability to attract and retain experienced personnel, including members of our senior
management team;
|
|
increased or more effective competition;
|
|
successful integration of acquired businesses;
|
|
credit and financial market conditions;
|
|
changes in interest rates;
|
|
the potential for conflict between the interests of our majority equity holder and those
of our debt holders; and
|
|
government regulations, changes in government regulations and our ability to comply with
such regulations.
|
3
Item 1. |
Business
|
4
5
|
Increasing Life Expectancy of the I/DD Population The life expectancy of individuals
with I/DD increased from 59 years in the 1970s to 66 years in the 1990s and we expect this
trend to continue with continued improvement in medical care.
|
|
Aging Caregivers Approximately 2.9 million individuals with I/DD are cared for by a
family member, and 25% of their caregivers are age 60 or older. As the caregivers grow older
and are not able to provide continuous care, we expect the demand for I/DD services, and
home and community-based services in particular, to expand.
|
|
Active Advocacy Individuals with I/DD are supported by active and well-organized
advocacy groups. Using legislation prompted by the
Olmstead
decision, as well as lawsuits
filed on behalf of those on waiting lists for home and community-based services, policy
makers, civil rights lawyers, social workers and advocacy groups are forcing states to offer
individuals with I/DD and other disabilities the option to live and receive services in home
and community-based settings. The U.S. Justice Department has significantly intensified
Olmstead
enforcement actions over the past several years, most notably in a 2010 settlement
with the state of Georgia under which the state must fund residential waiver services within
the next five years for 1,150 people with I/DD who are currently living in state
institutions or are waiting for such services. According to the Research and Training Center
on Community Living Institute on Community Integration/UCEDD at the University of Minnesota,
in 2009, an estimated 123,000 individuals were on state waiting lists nationally to receive
residential services funded through the HCBS Waiver program.
|
6
|
Continued Closure/Downsizing of State Institutions and Other Large, Congregate Care
Facilities Although most of the shift from institutions to home and community-based
settings has already occurred, the closure of additional state institutions is ongoing. From
1999 to 2009, the number of individuals receiving residential services in settings for six
and fewer residents grew by 76%, and in 2009, approximately 75% of individuals with I/DD,
who were receiving services under the HCBS Waiver
program, resided in settings for six or fewer residents. In 1967, there were approximately
195,000 individuals with I/DD living in large, state-run institutions and this number has
declined each year since then through 2009. In 2009, approximately 34,000 individuals 16 years
of age or older with I/DD were still living in large public institutions. State governments are
still actively working to close many of the remaining state institutions, with several
institutions identified for downsizing or closure in the coming years. We currently provide
I/DD services to individuals with I/DD in six of the ten states with the highest institutional
populations, including the states of California, Illinois and New Jersey, which are currently
downsizing their facilities. Also, as of 2009, more than 26,000 individuals with I/DD resided
in large private facilities and an additional 32,000 individuals with I/DD were cared for in
nursing homes. These settings are often not as well equipped to care for individuals with I/DD
and therefore represent an additional source of demand for services provided in home and
community-based settings.
|
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
F-1
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-11
F-12
F-13
F-14
F-15
F-16
F-17
F-18
F-19
F-20
F-21
F-22
F-23
F-24
F-25
F-26
F-27
F-28
F-29
F-30
F-31
F-32
Item 1A.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Item 1B.
Item 2.
Table of Contents
Item 3.
Item 4.
Item 5.
Table of Contents
Number of Securities Remaining
Available for Future Issuance
Number of Securities to be
Weighted-Average
under Equity Compensation
Issued Upon Exercise of
Exercise Price of
Plans (excluding Securities
Outstanding Options
Outstanding Options
Reflected in Column(a))
Plan Category
(a)
(b)
(c)
N/A
N/A
Preferred Units: 20,539.50
A Units: 212,995.03
B Units: 35,850.08
C Units: 37,616.28
D Units: 106,302.47
E Units: -
F Units: -1,122,927.40
N/A
N/A
N/A
Preferred Units: 20,539.50
A Units: 212,995.03
B Units: 35,850.08
C Units: 37,616.28
D Units: 106,302.47
E Units: -
F Units: -1,122,927.40
Dates
Title of Securities
Amount
Purchasers
Consideration
Class B Common Units
1,925.00
One employee
$
96.25
Class C Common Units
2,020.00
$
60.60
Class D Common Units
2,140.00
$
21.40
Class F Common Units
4,273,460.60
Certain employees
$
Item 6.
Table of Contents
Year Ended September 30,
2007
2008
2009
2010
2011
$
867,889
$
918,270
$
957,525
$
1,011,469
$
1,070,610
657,144
698,624
731,372
776,656
829,032
113,623
124,887
125,734
133,731
144,516
49,757
49,416
55,598
56,413
61,901
47,365
45,343
44,821
44,669
35,161
(892
)
(1,349
)
(1,146
)
(1,208
)
(1,271
)
(424
)
(791
)
(503
)
(339
)
(159
)
(19,278
)
3,018
1,060
684
193
42
22
1,202
1,921
684
(50,687
)
(48,947
)
(48,254
)
(46,693
)
(61,718
)
(3,578
)
(5,060
)
(3,687
)
(1,608
)
(43,541
)
(708
)
186
(1,116
)
(205
)
(14,427
)
(2,870
)
(5,246
)
(2,571
)
(1,403
)
(29,114
)
378
(1,989
)
(2,885
)
(5,464
)
(5,028
)
$
(2,492
)
$
(7,235
)
$
(5,456
)
$
(6,867
)
$
(34,142
)
$
29,373
$
38,908
$
23,650
$
26,448
$
263
57,297
55,878
47,836
34,904
12,028
1,012,628
1,016,433
995,610
1,015,885
1,010,850
516,295
513,920
509,976
506,182
784,124
246,031
237,128
223,728
225,133
(31,123
)
(1)
(2)
(3)
Table of Contents
Item 7.
Table of Contents
Table of Contents
Table of Contents
Post Acute Specialty
Human
Rehabilitation
For the Year Ended September 30,
Services
Services
Corporate
Consolidated
(In thousands)
$
895,134
$
175,476
$
$
1,070,610
77,885
18,434
(61,158
)
35,161
8.7
%
10.5
%
3.3
%
$
874,528
$
136,941
$
$
1,011,469
80,801
15,356
(51,488
)
44,669
9.2
%
11.2
%
4.4
%
$
861,030
$
96,495
$
$
$957,525
74,828
12,805
(42,812
)
44,821
8.7
%
13.3
%
4.7
%
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
(In millions)
$
(503.5
)
760.8
(206.4
)
(14.4
)
Table of Contents
Table of Contents
(In thousands)
$
(34,142
)
5,028
(14,427
)
(3,018
)
(22
)
(684
)
61,718
61,901
19,278
5,993
3,675
2,984
2,361
1,271
713
673
580
549
(56
)
(479
)
(5
)
2,273
1,812
$
117,976
Table of Contents
(In thousands)
$
37,545
31,410
3,230
429
299
92
(23
)
$
72,982
Less Than
More Than
Total
1 Year
1-3 Years
3-5 Years
5 Years
(In thousands)
$
1,176,189
$
73,938
$
146,544
$
145,137
$
810,570
145,004
38,811
54,082
30,657
21,454
6,774
312
682
772
5,008
35,924
35,924
$
1,363,891
$
148,985
$
201,308
$
176,566
$
837,032
(1)
(2)
(3)
Table of Contents
Table of Contents
Table of Contents
Item 7A.
Item 8.
Item 9.
Table of Contents
Item 9A.
Item 9B.
Table of Contents
Item 10.
Name
Age
Position
62
Chairman and Director
64
Chief Executive Officer and Director
54
President and Chief Operating Officer
57
Chief Financial Officer and Treasurer
55
Cambridge Operating Group President
63
Redwood Operating Group President
43
Chief Information Officer
52
Chief Legal Officer, General Counsel and Secretary
52
Chief Human Resources Officer
40
Chief Public Strategy and Marketing Officer
46
Director
57
Director
59
Director
57
Director
47
Director
Table of Contents
Table of Contents
Item 11.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Respectfully submitted,
Chris A. Durbin (Chairman)
James L. Elrod Jr.
Guy Sansone
Table of Contents
Non-Equity
Nonqualified
Incentive
Deferred
Equity
Plan
Compensation
All Other
Fiscal
Salary
Bonus
Awards
Compensation
Earnings
Compensation
Total
Name and Principal Position
Year
($)(a)
($)(b)
($)(c)
($)(d)
($)(e)
($)(f)
($)
2011
350,000
175,000
715,270
302,406
4,585
112,526
1,659,787
2010
350,000
247,146
2,885
42,195
642,226
2009
350,000
213,755
1,511
19,523
584,789
2011
302,500
150,000
464,730
196,025
3,204
77,535
1,193,994
2010
297,634
160,203
6,549
33,668
498,054
2009
275,000
83,975
788
13,956
373,719
2011
280,962
135,000
362,730
123,123
3,110
72,653
977,578
2010
275,000
97,093
18,433
29,589
420,115
2009
275,000
83,975
784
14,376
374,135
2011
265,833
112,000
321,076
116,643
3,096
59,157
877,805
2010
260,000
92,702
5,041
22,888
380,631
2009
260,000
79,395
815
11,132
351,342
2011
251,923
100,000
339,213
112,323
2,740
131,578
937,777
2011
243,942
108,500
244,809
108,003
1,880
73,517
780,651
(a)
(b)
(c)
(d)
(e)
(f)
Company
Company
Contributions
Match on
to Executive
Contributions
Deferred
to 401(k) and
Group
Supplemental
Long-Term
Compensation
Executive
Company
Term Life
Disability
Care
Plan $(1)
Deferral Plan $
Paid Parking $
Gross-ups $
Insurance $
Insurance $
Insurance $
91,000
3,675
1,440
670
2,376
5,563
7,803
66,156
3,675
1,440
670
698
2,313
2,583
60,683
3,675
1,440
670
1,173
2,565
2,446
46,950
3,675
0
0
1,706
3,652
3,174
43,500
0
0
0
938
2,399
1,465
63,088
3,637
1,440
670
526
2,162
2,412
Table of Contents
(1)
(2)
Estimated Possible Payouts Under Non-Equity Incentive Plan
Name
Threshold(a) ($)
Target(a) ($)
Maximum(a) ($)
175,000
350,000
525,000
113,437
226,875
340,312
71,250
142,500
213,750
67,500
135,000
202,500
65,000
130,000
195,000
62,250
125,000
187,250
(a)
Grant Date
Number
Fair Value of
Name
Grant Date
Approval Date
of Units
Unit Awards
June 15, 2011
May 10, 2011
701,246
$
0.00
June 15, 2011
May 10, 2011
455,618
$
0.00
June 15, 2011
May 10, 2011
355,618
$
0.00
June 15, 2011
May 10, 2011
314,781
$
0.00
June 15, 2011
May 10, 2011
332,562
$
0.00
June 15, 2011
May 10, 2011
240,008
$
0.00
Table of Contents
Equity Incentive Plan Awards
Payout Value
Number and Class
Payout Value
Number and Class
of Unearned
of Earned Units
of Earned Units
of Unearned Units
Units Not
Name
Not Vested (#)
Not Vested ($)(f)
Not Vested (#)
Vested ($)(f)
664.13 B Common Units(a)
33.21
696.90 C Common Units(a)
20.91
26,095.96 D Common Units(a)
260.96
6,737.50 B Common Units(b)
336.88
7,070.00 C Common Units(b)
212.10
7,490.00 D Common Units(b)
74.90
525,934.13 F Common Units(c)
175,311.38 F Common Units(c)
664.13 B Common Units(a)
33.21
696.90 C Common Units(a)
20.91
21,723.95 D Common Units(a)
217.24
962.50 B Common Units(c)
48.13
1,010.00 C Common Units(c)
30.30
1,070.00 D Common Units(c)
10.70
5,775.00 B Common Units(b)
288.75
6,060.00 C Common Units(b)
181.80
6,420.00 D Common Units(b)
64.20
341,713.14 F Common Units(c)
113,904.38 F Common Units(c)
664.13 B Common Units(a)
33.21
696.90 C Common Units(a)
20.91
21,723.95 D Common Units(a)
217.24
481.25 B Common Units(d)
24.06
505.00 C Common Units(d)
15.15
535.00 D Common Units(d)
5.35
6,256.25 B Common Units(d)
312.81
6,565.00 C Common Units(b)
196.95
6,955.00 D Common Units(b)
69.55
266,713.14 F Common Units(c)
88,904.38 F Common Units (c)
664.13 B Common Units(a)
33.21
696.90 C Common Units(a)
20.91
15,603.14 D Common Units(a)
156.03
5,775.00 B Common Units(b)
288.75
6,060.00 C Common Units(b)
181.80
6,420.00 D Common Units(b)
64.20
236,085.62 F Common Units(c)
78,695.21 F Common Units (c)
5,513.56 B Common Units(e)
275.68
5,788.72 C Common Units(e)
173.66
6,136.19 D Common Units(e)
61.36
249,421.15 F Common Units(c)
83,140.38 F Common Units (c)
664.13 B Common Units(a)
33.21
696.90 C Common Units(a)
20.91
13,854.33 D Common Units(a)
138.54
6,256.25 B Common Units(b)
312.81
6,565.00 C Common Units(b)
196.95
6,955.00 D Common Units(b)
69.55
180,006.29 F Common Units(c)
60,002.10 F Common Units (c)
(a)
Table of Contents
(b)
(c)
(d)
(e)
(f)
Number of B
Number of C
Number of D
Number of F
Common Units
Common Units
Common Units
Common Units
Acquired on
Acquired on
Acquired on
Acquired on
Name
Vesting (#)(a)
Vesting (#)(a)
Vesting (#)(a)
Vesting (#)(a)
0
0
0
525,934
154
0
0
341,713
77
0
0
266,713
0
0
0
236,086
1,638
5,789
6,136
249,421
0
0
0
180,006
(a)
Executive
Company
Aggregate
Aggregate
Contributions
Contributions
Earnings
Aggregate
Balance at
in Last
in Last
in Last
Withdrawals/
Last Fiscal
Fiscal Year
Fiscal Year
Fiscal Year
Distributions
Year End
Name
($)(a)(b)
($)(b)(c)
($)(b)(d)
($)(e)
($)(f)
10,904
92,752
16,237
0
319,053
40,725
67,908
1,764
3,700
362,008
11,492
62,435
8,309
0
623,603
23,175
48,702
11,575
9,700
271,186
0
43,500
2,599
0
52,087
5,054
64,839
6,003
4,093
111,479
Table of Contents
(a)
(b)
$
4,585
3,204
3,110
3,096
764
1,880
(c)
(d)
(e)
(f)
Fiscal
Fiscal
Fiscal
2011
2010
2009
$
94,675
$
37,800
$
14,994
69,831
30,900
11,181
64,358
26,363
11,181
50,625
21,225
9,469
43,500
N/A
N/A
66,725
N/A
N/A
Table of Contents
Repurchase of
Restricted
Value of
B, C, D and F
Continued
Salary
Bonus
Common
Benefits
Total
Name
($)(a)
($)(b)
Units ($)(c)
($)(d)
($)
700,000
700,000
939
63,274
1,464,213
302,500
160,203
895
29,489
493,087
285,000
97,093
895
26,783
409,771
270,000
92,702
745
23,988
387,435
260,000
96,262
511
12,527
369,300
250,000
82,970
772
5,202
338,944
(a)
(b)
(c)
Table of Contents
Number of B
Number of C
Number of D
Number of F
Common
Common
Common
Common
Units
Units
Units
Units
Number of F
Purchased at
Purchased at
Purchased at
Purchased at
Common
Fair Market
Fair Market
Fair Market
Fair Market
Units
Value
Value
Value
Value
Forfeited
7,402
7,767
33,586
525,934
175,311
7,402
7,767
29,214
341,713
113,904
7,402
7,767
29,214
266,713
88,904
6,439
6,757
22,023
236,086
78,695
5,514
5,789
6,136
249,421
83,140
6,920
7,262
20,809
180,006
60,002
(d)
B Common
C Common
D Common
F Common
Name
Units ($)
Units ($)
Units ($)
Units ($)
Total ($)
370
233
336
0
939
370
233
292
0
895
370
233
292
0
895
322
203
220
0
745
276
174
61
0
511
346
218
208
0
772
Nonqualified
Fees Earned or
Equity
Deferred
Paid in Cash
Awards
Compensation
All Other
Name
($)
($)
Earnings ($)
Compensation ($)
Total ($)
100,000
(a)
3,680
(b)
370
(c)
104,050
25,000
(d)
25,000
25,000
(d)
25,000
(a)
(b)
(c)
(d)
(f)
Table of Contents
Item 12.
Number of
Percent of
Name and Address of Beneficial Owner
Class A Units(1)(2)
Class A Units
6,918,627
94.0
%
25,000
*
130,000
1.8
%
30,000
*
40,169
*
31,200
*
20,000
*
12,500
*
2,750
*
303,069
4.1
%
*
(1)
(2)
(3)
(4)
Table of Contents
Item 13.
Table of Contents
(a)
(b)
Table of Contents
Table of Contents
Item 14.
2011
2010
(In thousands)
$
1,020
$
1,358
412
487
49
69
$
1,481
$
1,914
(1)
(2)
(3)
Item 15.
Table of Contents
NATIONAL MENTOR HOLDINGS, INC.
By:
/s/ Edward M. Murphy
Edward M. Murphy
Its: Chief Executive Officer
Signature
Title
Chief Executive Officer
(principal
executive officer) and Director
President and Chief Operating Officer
(principal
executive officer)
Chief Financial Officer and Treasurer
(principal
financial officer and principal accounting officer)
Chairman and Director
Director
Director
Director
Director
Director
Table of Contents
Exhibit No.
Description
Merger Agreement between National MENTOR
Holdings, Inc., NMH Holdings, LLC, and NMH
MergerSub Inc., dated as of March 22, 2006.
Incorporated by reference to Exhibit 2.1 of National
Mentor Holdings, Inc. Form S-4 Registration Statement
(Registration No. 333-138362) filed on November 1,
2006 (the S-4)
Amended and Restated Certificate of
Incorporation of National Mentor Holdings,
Inc.
Incorporated by reference to Exhibit 3.1 of National
Mentor Holdings, Inc. Form 10-Q for the quarterly
period ended March 31, 2007 (the March 2007 10-Q)
By-Laws of National Mentor Holdings, Inc.
Incorporated by reference to Exhibit 3.2 of the March
2007 10-Q
Indenture, dated as of February 9, 2011, among
National Mentor Holdings, Inc., the subsidiary
guarantors named therein, and Wells Fargo,
National Association, as trustee.
Incorporated by reference to Exhibit 4.1 of National
Mentor Holdings, Inc. Current Report on Form 8-K filed
on February 10, 2011 (the February 10, 2011 8-K)
Form of 12.50% Senior Note due 2018 (attached
as exhibit to Exhibit 4.1).
Incorporated by reference to Exhibit 4.1
Credit Agreement, dated February 9, 2011,
among NMH Holdings, LLC, as parent guarantor,
National Mentor Holdings, Inc., as borrower,
the several lenders from time to time party
thereto and UBS, as Administrative Agent.
Incorporated by reference to Exhibit 10.1 of the
February 10, 2011 8-K
Guarantee and Security Agreement, dated as of
Febrary 9, 2011, among NH Holdings, LLC, as
parent guarantor, National Mentor Holdings,
Inc., as borrower, certain subsidiaries of
National Mentor Holdings, Inc., as subsidiary
guarantors, and UBS AG, as administrative
agent.
Incorporated by reference to Exhibit 10.2 of the
February 10, 2011 8-K
Management Agreement, dated as of February 9,
2011, among National Mentor Holdings, Inc.,
National Mentor Holdings, LLC, NMH Investment,
LLC, NMH Holdings, Inc., NMH Holdings, LLC and
Vestar Capital Partners.
Incorporated by reference to Exhibit 10.3 of the
February 10, 2011 8-K
*
Amended and Restated Employment Agreement,
dated June 29, 2006, between National Mentor
Holdings, Inc. and Gregory Torres.
Incorporated by reference to Exhibit 10.5 of the S-4
*
First Amendment to Amended and Restated
Employment Agreement dated December 31, 2008
between National Mentor Holdings, Inc. and
Gregory Torres.
Incorporated by reference to Exhibit 10.2 to December
2008 Form 10-Q
*
Amended and Restated Employment Agreement
dated December 30, 2008, between National
Mentor Holdings, Inc. and Edward Murphy.
Incorporated by reference to Exhibit 10.3 of the
National Mentor Holdings, Inc. Form 10-Q for the
quarterly period ended December 31, 2008 (the
December 2008 10-Q)
*
Form of Amended and Restated Severance and
Noncompetition Agreement.
Incorporated by reference to Exhibit 10.1 of the
December 2008 10-Q
Table of Contents
Exhibit No.
Description
*
National Mentor Holdings, LLC Executive
Deferred Compensation Plan, Third Amendment
and Restatement Adopted Effective as of
December 4, 2009.
Incorporated by reference to Exhibit 10.11 to the 2009
10-K
*
National Mentor Holdings, LLC Executive
Deferred Compensation Plan, Fourth Amendment
and Restatement Adopted December 27, 2011,
Effective as of January 1, 2011
Filed herewith
*
National Mentor Holdings, LLC Executive
Deferral Plan, Second Amendment and
Restatement Adopted June 17, 2009 and
Effective as of January 1, 2009.
Incorporated by reference to Exhibit 10.13 to the 2009
10-K
*
The MENTOR Network Incentive Compensation Plan
effective October 1, 2009.
Incorporated by reference to Exhibit 10.17 to the 2009
10-K
*
The MENTOR Network Incentive Compensation Plan
effective March 4, 2011.
Incorporated by reference to Exhibit 10.5 of National
Mentor Holdings, Inc. Form 10-Q for the quarterly
period ended March 31, 2011 (the March 2011 10-Q)
*
The MENTOR Network Human Services and
Corporate Management Incentive Compensation
Plan, Second Amendment and Restatement,
effective October 1, 2011.
Filed herewith
*
NMH Investment, LLC Amended and Restated 2006
Unit Plan.
Incorporated by reference to Exhibit 10.17 of the S-4/A
*
Amendment to NMH Investment, LLC Amended and
Restated 2006 Unit Plan.
Incorporated by reference to Exhibit 10.1 of the June
2008 Form 10-Q
*
Second Amendment to NMH Investment, LLC
Amended and Restated 2006 Unit Plan.
Incorporated by reference to Exhibit 10.6 of the March
2011 Form 10-Q
*
Form of Management Unit Subscription Agreement.
Incorporated by reference to Exhibit 10.15 of the S-4/A
*
Form of Amendment to Management Unit
Subscription Agreement.
Incorporated by reference to Exhibit 10.19 to the 2009
10-K
*
Form of Management Unit Subscription Agreement
(Series 1 Class F Common Units)
Incorporated by reference to Exhibit 10.7 of the March
2011 10-Q
*
Form of Director Unit Subscription Agreement.
Incorporated by reference to Exhibit 10.13 of the 2008
10-K
*
Form of Amendment to Director Unit
Subscription Agreement.
Incorporated by reference to Exhibit 10.21 to the 2009
10-K
*
Form of Indemnification Agreement.
Incorporated by reference to Exhibit 10.1 of National
Mentor Holdings, Inc. Form 8-K filed on December 10,
2008
Table of Contents
Exhibit No.
Description
Subsidiaries.
Filed herewith
Certification of principal executive officer.
Filed herewith
Certification of principal executive officer.
Filed herewith
Certification of principal financial officer.
Filed herewith
Certifications furnished pursuant to 18 U.S.C.
Section 1350.
Filed herewith
Interactive Data Files
*
Table of Contents
F-2
F-4
F-5
F-6
F-7
F-8
Table of Contents
National Mentor Holdings, Inc.
Boston, Massachusetts
Boston, Massachusetts
Table of Contents
of National Mentor Holdings, Inc.
/s/ Ernst & Young LLP
December 22, 2009, except for Note 6,
as to which the date is December 27, 2011
Table of Contents
September 30,
2011
2010
(Amounts in thousands,
except share and per share
amounts)
$
263
$
26,448
936
1,046
134,071
125,979
20,956
13,571
9,969
14,701
166,195
181,745
146,256
142,112
397,514
437,757
231,015
229,757
50,000
19,870
13,915
10,599
$
1,010,850
$
1,015,885
$
27,059
$
26,503
74,968
68,272
46,528
48,307
312
92
5,300
3,667
154,167
146,841
15,536
15,166
111,066
126,322
6,462
1,624
754,742
500,799
33,098
250,620
(4,017
)
575
(60,204
)
(26,062
)
(31,123
)
225,133
$
1,010,850
$
1,015,885
Table of Contents
Year Ended September 30,
2011
2010
2009
(Amounts in thousands)
$
1,070,610
$
1,011,469
$
957,525
829,032
776,656
731,372
144,516
133,731
125,734
61,901
56,413
55,598
206,417
190,144
181,332
35,161
44,669
44,821
(1,271
)
(1,208
)
(1,146
)
(159
)
(339
)
(503
)
(19,278
)
3,018
22
42
193
684
1,921
1,202
(61,718
)
(46,693
)
(48,254
)
(43,541
)
(1,608
)
(3,687
)
(14,427
)
(205
)
(1,116
)
(29,114
)
(1,403
)
(2,571
)
(5,028
)
(5,464
)
(2,885
)
$
(34,142
)
$
(6,867
)
$
(5,456
)
Table of Contents
Additional
Accumulated Other
Total
Common Stock
Paid-in
Comprehensive
Accumulated
Shareholders
Comprehensive
Shares
Amount
Capital
(Loss) Income
Deficit
Equity
Income (Loss)
(Amounts in thousands, except share and per share amounts)
100
$
$
256,648
$
(5,781
)
$
(13,739
)
$
237,128
(1,334
)
(1,334
)
(1,334
)
1,306
1,306
452
452
(8,368
)
(8,368
)
(5,456
)
(5,456
)
(5,456
)
$
(6,790
)
100
$
$
250,038
$
(7,115
)
$
(19,195
)
$
223,728
7,690
7,690
7,690
677
677
(95
)
(95
)
(6,867
)
(6,867
)
(6,867
)
$
823
100
$
$
250,620
$
575
$
(26,062
)
$
225,133
(4,592
)
(4,592
)
(4,592
)
3,675
3,675
(221,197
)
(221,197
)
(34,142
)
(34,142
)
(34,142
)
$
(38,734
)
100
$
$
33,098
$
(4,017
)
$
(60,204
)
$
(31,123
)
Table of Contents
Year Ended September 30,
2011
2010
2009
(Amounts in thousands)
$
(34,142
)
$
(6,867
)
$
(5,456
)
11,670
12,458
11,712
23,306
23,172
24,233
39,755
34,903
33,667
1,924
10,545
3,190
3,266
(325
)
(963
)
(601
)
3,675
677
1,306
(19,524
)
(13,876
)
415
(3,018
)
(56
)
560
945
(2,545
)
1,424
11,893
6,552
3,012
(359
)
(958
)
(601
)
(19,424
)
(16,004
)
(14,318
)
2,928
1,478
5,722
(1,045
)
6,096
(1,257
)
6,580
8,671
(2,040
)
(2,009
)
9,351
(4,196
)
370
1,704
2,603
30,199
71,568
58,412
(12,688
)
(49,337
)
(33,638
)
(20,878
)
(20,873
)
(27,398
)
(6,555
)
(49,890
)
4,146
542
914
1,218
5,281
(82,542
)
(64,846
)
(61,768
)
(507,114
)
(3,712
)
(3,736
)
760,767
30,600
(30,600
)
(244
)
(117
)
(208
)
(4,975
)
(207,855
)
(95
)
(8,368
)
452
(14,421
)
(42
)
26,158
(3,924
)
(11,902
)
(26,185
)
2,798
(15,258
)
26,448
23,650
38,908
$
263
$
26,448
$
23,650
$
57,827
$
43,289
$
44,933
$
1,601
$
1,482
$
832
$
$
1,617
$
$
1,601
$
$
$
5,302
$
37
$
$
(13,342
)
$
$
Table of Contents
September 30, 2011
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Year Ended September 30,
2011
2010
2009
(In thousands)
$
(34,142
)
$
(6,867
)
$
(5,456
)
(4,017
)
7,408
(1,628
)
(575
)
282
294
$
(38,734
)
$
823
$
(6,790
)
Table of Contents
Table of Contents
New Start
Inclusive
Other
(in thousands)
Homes
ViaQuest
Phoenix
Solutions
Communicare
Acquisitions
TOTAL
$
$
191
$
$
$
$
$
191
4
4
450
641
951
984
4,238
317
7,581
3
413
91
507
(116
)
(800
)
(916
)
$
453
$
716
$
955
$
1,397
$
3,529
$
317
$
7,367
$
197
$
384
$
120
$
603
$
3,795
$
122
$
5,221
Table of Contents
(in thousands)
Springbrook
Villages
Neuro
Anchor Inne
Woodhill
PLUS
TOTAL
$
258
$
$
2,691
$
$
$
799
$
3,748
32
752
21
805
5,974
3,827
13,492
2,072
2,133
10,253
37,751
171
20
293
55
43
402
984
(1,624
)
(1,038
)
(451
)
(3,113
)
(5,746
)
(4,146
)
(9,892
)
$
4,811
$
3,847
$
10,444
$
2,127
$
2,176
$
6,878
$
30,283
$
1,449
$
3,195
$
6,336
$
1,299
$
1,324
$
5,211
$
18,814
Year Ended
Year Ended
September 30,
September 30,
(in thousands)
2011
2010
$
1,083,088
$
1,068,656
37,470
56,634
Table of Contents
(in thousands)
IFCS
Lakeview
Other
TOTAL
$
2,508
$
588
$
$
3,096
239
722
961
8,187
7,543
566
16,296
810
246
119
1,175
(4,773
)
(589
)
(5,362
)
(3,724
)
(3,724
)
$
6,971
$
4,786
$
685
$
12,442
$
4,509
$
5,582
$
389
$
10,480
Table of Contents
2011
2010
2009
(In thousands)
$
6,653
$
14,426
$
37,756
8,221
8,993
4,591
Post Acute
Specialty
Human
Rehabilitation
Services
Services
Total
(In thousands)
$
164,030
$
42,669
$
206,699
2,788
16,283
19,071
(435
)
(435
)
3,502
920
4,422
169,885
59,872
229,757
1,229
3,992
5,221
(3,296
)
(469
)
(3,765
)
59
(257
)
(198
)
$
167,877
$
63,138
$
231,015
Table of Contents
Weighted
Gross
Average
Carrying
Accumulated
Intangible
Description
Remaining Life
Value
Amortization
Assets, Net
(in thousands)
11 years
$
459,044
$
138,105
$
320,939
4 years
2,693
664
2,029
5 years
11,118
5,765
5,353
6 years
3,774
1,688
2,086
42,400
42,400
5 years
43,636
19,532
24,104
5 years
904
301
603
$
563,569
$
166,055
$
397,514
Table of Contents
Weighted
Gross
Average
Carrying
Accumulated
Intangible
Description
Remaining Life
Value
Amortization
Assets, Net
(in thousands)
12 years
$
465,679
$
113,418
$
352,261
5 years
1,044
403
641
6 years
12,804
5,977
6,827
7 years
4,039
1,463
2,576
47,700
47,700
6 years
42,713
15,693
27,020
6 years
904
172
732
$
574,883
$
137,126
$
437,757
Year Ending
September 30,
(In thousands)
$
36,605
36,579
35,908
34,065
32,399
179,558
$
355,114
Table of Contents
2011
2010
(In thousands)
$
122,602
$
114,926
35,915
32,263
21,032
19,827
19,856
15,012
8,949
9,011
7,640
6,601
654
178
216,648
197,818
(70,392
)
(55,706
)
$
146,256
$
142,112
2011
2010
(In thousands)
$
3,572
$
3,184
3,099
7,103
3,298
4,414
$
9,969
$
14,701
2011
2010
(In thousands)
$
14,074
$
6,238
6,744
6,339
5,547
9,420
6,353
19,371
20,749
$
46,528
$
48,307
Table of Contents
September 30,
September 30,
(in thousands)
2011
2010
$
527,350
$
(7,081
)
250,000
(10,227
)
320,763
180,000
3,703
760,042
504,466
5,300
3,667
$
754,742
$
500,799
Table of Contents
Table of Contents
(In thousands)
$
5,300
5,300
5,300
5,300
5,300
750,850
$
777,350
Table of Contents
Table of Contents
Table of Contents
Quoted
Significant Other
Significant
Market Prices
Observable Inputs
Unobservable Inputs
(in thousands)
Total
(Level 1)
(Level 2)
(Level 3)
$
(6,744
)
$
$
(6,744
)
$
Quoted
Significant Other
Significant
Market Prices
Observable Inputs
Unobservable Inputs
(in thousands)
Total
(Level 1)
(Level 2)
(Level 3)
$
15,500
$
15,500
$
$
$
10,599
$
$
10,599
$
$
(3,041
)
$
$
$
(3,041
)
Due to Seller
$
(3,041
)
(800
)
479
3,362
$
September 30, 2011
September 30, 2010
Carrying
Fair
Carrying
Fair
(in thousands)
Amount
Value
Amount
Value
$
$
$
180,000
$
184,050
$
239,773
$
228,750
Table of Contents
(In thousands)
$
38,811
29,986
24,096
18,437
12,220
21,454
$
145,004
(In thousands)
$
312
331
351
374
398
5,008
$
6,774
Table of Contents
2011
2010
2009
(In thousands)
$
439
$
8,310
$
2,265
1,349
2,726
1,524
1,788
11,036
3,789
(16,215
)
(11,241
)
(4,905
)
(14,427
)
$
(205
)
$
(1,116
)
2011
2010
(In thousands)
$
846
$
847
2,726
11,481
9,744
11,384
5,425
2,650
2,246
3,122
2,608
32,209
20,870
(6,397
)
(5,356
)
25,812
15,514
(13,985
)
(13,212
)
(101,259
)
(112,950
)
(678
)
(2,103
)
$
(90,110
)
$
(112,751
)
Table of Contents
2011
2010
2009
(In thousands)
35.0
%
35.0
%
35.0
%
2.2
(20.8
)
(16.0
)
(3.2
)
(49.9
)
(25.7
)
(1.4
)
(9.6
)
(4.7
)
0.6
100.5
37.9
0.1
0.6
8.2
(0.2
)
(43.0
)
(4.5
)
33.1
%
12.8
%
30.2
%
Table of Contents
Post Acute
Specialty
Human
Rehabilitation
For the Year Ended September 30,
Services
Services
Corporate
Consolidated
(In thousands)
$
895,134
$
175,476
$
$
1,070,610
77,885
18,434
(61,158
)
35,161
781,645
168,780
60,425
1,010,850
44,641
13,374
3,886
61,901
12,495
6,909
1,474
20,878
17,949
7,012
(68,502
)
(43,541
)
$
874,528
$
136,941
$
$
1,011,469
80,801
15,356
(51,488
)
44,669
807,031
155,115
53,739
1,015,885
42,318
9,366
4,729
56,413
11,886
7,007
1,980
20,873
38,876
9,378
(49,862
)
(1,608
)
$
861,030
$
96,495
$
$
957,525
74,828
12,805
(42,812
)
44,821
44,667
6,627
4,304
55,598
12,966
8,505
5,927
27,398
29,530
8,524
(41,741
)
(3,687
)
Table of Contents
FY2011
FY2010
FY2009
0.68
%
0.67
%
1.27
%
3 years
1.7 years
3.5 years
50.0
%
55.0
%
40.0
%
Weighted Average
Units
Grant-Date
Outstanding
Fair Value
103,065
$
3.87
4,279,546
1.02
(14,983
)
7.50
(3,435,620
)
1.09
932,008
$
1.02
Table of Contents
Balance at
Balance at
Beginning
End of
of Period
Provision
Write-Offs
Period
(In thousands)
$
7,225
$
11,670
$
(10,938
)
$
7,957
5,896
12,458
(11,129
)
7,225
5,057
11,712
(10,873
)
5,896
For The Quarters Ended (1)
December 31,
March 31,
June 30,
September 30,
December 31,
March 31,
June 30,
September 30,
2009
2010
2010
2010
2010
2011
2011
2011
$
247,454
$
248,559
$
257,008
$
258,448
$
264,474
$
264,969
$
269,701
$
271,466
(11
)
(363
)
664
(1,693
)
1,722
(12,214
)
(8,265
)
(10,357
)
(29
)
(4,293
)
(1,363
)
221
44
(843
)
(68
)
(4,161
)
$
(40
)
$
(4,656
)
$
(699
)
$
(1,472
)
$
1,766
$
(13,057
)
$
(8,333
)
$
(14,518
)
(1)
ARTICLE I Introduction
|
1 | |||
|
||||
1.1
Name
|
1 | |||
1.2
Purpose
|
1 | |||
|
||||
ARTICLE II Plan Participation
|
2 | |||
|
||||
ARTICLE III Contributions
|
2 | |||
|
||||
3.1
Contributions
|
2 | |||
3.2
Account
|
2 | |||
|
||||
ARTICLE IV Earnings on Account Balances
|
2 | |||
|
||||
4.1
Investments
|
2 | |||
4.2
Actual Investment Not Required
|
3 | |||
4.3 Fixed Rate of Return
|
3 | |||
4.4
Crediting of Contributions
|
3 | |||
|
||||
ARTICLE V Distribution of Account Balances
|
3 | |||
|
||||
5.1
Vesting
|
3 | |||
5.2
Timing of Distribution
|
3 | |||
5.3
Form of Distribution of Account Balances
|
4 | |||
5.4
Involuntary Distributions
|
4 | |||
5.5
Designation of Beneficiaries
|
4 | |||
|
||||
ARTICLE VI Establishment of Trust
|
5 | |||
|
||||
6.1
Establishment of Trust
|
5 | |||
6.2
Status of Trust
|
5 | |||
|
||||
ARTICLE VII Amendment and Termination
|
5 | |||
|
||||
7.1
Amendment
|
5 | |||
7.2
Plan Termination
|
5 |
ARTICLE VIII Administration
|
6 | |||
|
||||
8.1
Administration of the Plan
|
6 | |||
8.2
Decisions of the Committee
|
6 | |||
8.3
Review of Benefit Determinations
|
6 | |||
|
||||
ARTICLE IX Definitions
|
7 | |||
|
||||
9.1
Account
|
7 | |||
9.2
Account Balance
|
7 | |||
9.3
Affiliate
|
7 | |||
9.4
Beneficiary
|
7 | |||
9.5
Code
|
7 | |||
9.6
Committee
|
7 | |||
9.7
Company
|
7 | |||
9.8
Contributions
|
7 | |||
9.9
Disability
|
8 | |||
9.10 ERISA
|
8 | |||
9.11
Participant
|
8 | |||
9.12
Permitted Investment
|
8 | |||
9.13
Plan
|
8 | |||
9.14
Plan Year
|
8 | |||
9.15
Subsidiary
|
8 | |||
|
||||
ARTICLE X General Provisions
|
9 | |||
|
||||
10.1
Non-Alienation of Benefits
|
9 | |||
10.2
Withholding for Taxes
|
9 | |||
10.3
Immunity of Committee Members
|
9 | |||
10.4
Plan Not to Affect Employment Relationship
|
9 | |||
10.5
Assumption of Company Liability
|
10 | |||
10.6
Subordination Rights
|
10 | |||
10.7
Notices
|
10 | |||
10.8
Gender and Number; Headings
|
10 | |||
10.9
Controlling Law
|
10 | |||
10.10
Successors
|
10 | |||
10.11
Severability
|
11 | |||
10.12
Action by Company
|
11 | |||
10.13
No Guarantee of Tax Consequences
.
|
11 |
(i) |
Appointed as a Participant by vote of the Board; and
|
(ii) |
Designated as such in, or by written amendment to, the attached
Exhibit A (Schedule of Participants)
.
|
2
3
4
5
6
7
8
9
10
National Mentor Holdings, LLC | ||||||||
|
||||||||
By: | /s/ Edward M. Murphy, duly authorized | |||||||
|
Name: | Edward M. Murphy | ||||||
|
Title: | Chief Executive Officer |
11
Contribution rate, | ||||||
as percentage of | ||||||
annual base | ||||||
compensation | ||||||
(not including | ||||||
Level | bonus) | Name | ||||
Chief Executive Officer
|
13 | % | Edward M. Murphy | |||
|
||||||
President
|
12 | % | Bruce F. Nardella | |||
|
||||||
Chief Financial Officer
|
11 | % | Denis M. Holler | |||
|
||||||
All other Executive Officers (as
defined in SEC regulations)
|
9 | % |
Jeffrey M. Cohen
(effective November
9, 2011)
Linda DeRenzo Kathleen P. Federico Robert M. Melia David M. Petersen Dwight D. Robson (effective March 4, 2011) |
|||
|
||||||
Chairman of the Board of Directors
Former Senior Vice President, Finance Operations |
* |
Gregory T. Torres
John J. Green |
* |
Mr. Torres and Mr. Green are not credited with contributions under the Plan but the amounts
previously credited to their Accounts are eligible to earn a return under the Plan on the same
basis as other Participants.
|
Purpose of Plan
|
1 | |||
Eligibility
|
1 | |||
Definitions
|
1 | |||
Minimum Threshold Requirement
|
3 | |||
Weighting of Performance Criteria
|
3 | |||
Calculation of Incentive Payouts
|
3 | |||
Calculating the Potential Payout
|
4 | |||
Applying Personal Scorecard Results to the Potential Payout
|
4 | |||
Discretionary Incentive Compensation
|
5 | |||
Distribution of 3% Discretionary Pool
|
5 | |||
Discretionary Divestitures
|
5 | |||
In the Event that Calculated Payouts Exceed Funds Available to Pay Incentive Compensation
|
5 | |||
Administration
|
6 | |||
Plan Changes
|
6 | |||
Management of Financial Goals
|
6 | |||
Establishment of Personal Scorecards
|
6 | |||
Incentive Compensation Payouts
|
6 | |||
Approval of New Plan Entrants
|
6 | |||
Participant Termination Provisions
|
7 | |||
Terminations Without Cause and Voluntary Terminations
|
7 | |||
Involuntary Terminations for Cause
|
7 | |||
Retirement and Death
|
7 | |||
Special Provisions Relating to Position and Status Changes
|
7 | |||
Promotions and Job Transfers
|
7 | |||
Interruptions in Work
|
8 | |||
Plan Year and Effective Date
|
8 | |||
Plan Amendments
|
8 | |||
Exhibit A: Eligibility, Target IC Opportunity, and Weighting for Management Positions
|
9 | |||
Exhibit B: Target IC Opportunity and Weighting for Executive Officer Positions
|
10 | |||
Annex 1: Performance Scale
|
11 | |||
Annex 2: Sample Incentive Compensation Calculation and Scorecard Results
|
12 |
ii
1
2
1. | Calculate the participants Potential Payout. |
2. | Determine the participants Personal Scorecard results, then calculate the portion of the Potential Payout that will be paid to the participant based on the results. If the participant achieved a score of 100 percent on his or her Personal Scorecard, then the participants payout will equal the Potential Payout calculated in Step 1. However, if the participants score is less than 100 percent, the Potential Payout calculated in Step 1 will be reduced by as much as 50 percent. |
3. | If applicable, add discretionary incentive compensation to the amount calculated in Step 2. Discretionary incentive compensation may be added from the Reallocation Pool and/or the 3% Discretionary Pool. |
3
1. | Determine if the Adjusted EBITDA/CTO Performance Level meets the minimum threshold requirement (i.e., 92.5 percent of planned performance). |
If the Adjusted EBITDA/CTO Performance Level does not meet the minimum threshold requirement, then the participants Potential Payout is zero. If the minimum threshold requirement is met, then proceed to the next step. |
2. | Determine the IC Payout Level associated with the EBITDA/CTO Performance Level determined in Step 1 using the Performance Scale set out on Annex 1. |
3. | Calculate the portion of the participants Potential Payout attributable to Adjusted EBITDA/CTO performance by multiplying the participants Target Incentive Compensation by the applicable weighting, as determined by the Compensation Committee for that fiscal year, and then by the IC Payout Level determined in Step 2. |
4. | Determine the Revenue Performance Level for The Network and/or the organizational unit, whichever is applicable to the participant, and then determine the IC Payout Level associated with the Revenue Performance Level using the Performance Scale set out on Annex 1. |
5. | Calculate the portion of the participants Potential Payout attributable to Revenue performance by multiplying the participants Target Incentive Compensation by the applicable weighting, as determined by the Compensation Committee for that fiscal year, and then by the IC Payout Level determined in Step 4. |
6. | Sum the amounts calculated in Steps 3 and 5 to obtain the Potential Payout. |
1. | A participants Personal Scorecard results must be certified by the participants supervisor and: (i) the Operating Group President for a Vice President of Operations; (ii) the Vice President of Operations, for all other Operations positions; (iii) the functional head, or chief, of a corporate function (the Functional Head), for corporate positions. The CEO and the President will certify Personal Scorecard results for the Executive Officers reporting to each of them, respectively, and the Compensation Committee will approve and certify the Personal Scorecard results for the CEO. |
4
2. | The Personal Scorecard result (which will range from 0 percent to 100 percent) is divided by two and that number is added to 50 percent, resulting in a modifier of the Potential Payout (the Modifier) ranging from 50 percent to 100 percent. |
3. | The Potential Payout is multiplied by the Modifier to yield an initial calculation of an individuals incentive compensation ranging from 50 percent to 100 percent of the Potential Payout as initially calculated. |
5
| The Networks Adjusted EBITDA and revenue performance goals that will be used for measuring Network performance; |
| The weighting between Adjusted EBITDA and revenue that will be used to calculate performance under the Plan; and |
| The Networks actual performance results that will be used as the basis for calculating incentive compensation payouts. |
6
7
8
Target IC % | Network | Organizational | ||||||||||
Eligible Positions | Opportunity | Weighting | Unit Weighting | |||||||||
Operations and Field Management Positions
|
||||||||||||
Vice President, Operations
|
30 | % | 25 | % | 75 | % | ||||||
Vice President, CFO
|
30 | % | 25 | % | 75 | % | ||||||
Vice President, Field HR
|
30 | % | 25 | % | 75 | % | ||||||
Senior Executive Director
|
25 | % | 25 | % | 75 | % | ||||||
Executive Director
|
20 | % | 0 | % | 100 | % | ||||||
State Director
|
20 | % | 0 | % | 100 | % | ||||||
Regional Director
|
15 | % | 0 | % | 100 | % | ||||||
Operations Director
|
15 | % | 0 | % | 100 | % | ||||||
Area Director
|
10 | % | 0 | % | 100 | % | ||||||
Program Manager II
|
10 | % | 0 | % | 100 | % | ||||||
Senior Business Director
|
20 | % | 25 | % | 75 | % | ||||||
Business Director
|
15 | % | 25 | % | 75 | % | ||||||
Business Manager
|
10 | % | 0 | % | 100 | % | ||||||
State Accounting Manager
|
10 | % | 0 | % | 100 | % | ||||||
Operating Group Director, QA
|
15 | % | 25 | % | 75 | % | ||||||
Director (Regional level HR & QA)
|
10 | % | 25 | % | 75 | % | ||||||
|
||||||||||||
Corporate (All positions at
levels indicated below)
|
||||||||||||
Vice President
|
30 | % | 100 | % | 0 | % | ||||||
Senior Director
|
20 | % | 100 | % | 0 | % | ||||||
Director
|
15 | % | 100 | % | 0 | % | ||||||
Manager
|
10 | % | 100 | % | 0 | % | ||||||
Manager (Designated Field)
|
10 | % | 100 | % | 0 | % |
9
Target IC Payout | ||||||||||||
Position | Opportunity | Network | Operating Group | |||||||||
Chief Executive Officer
|
100 | % | 100 | % | 0 | % | ||||||
President and Chief Operating Officer
|
75 | % | 100 | % | 0 | % | ||||||
Operating Group Presidents
|
50 | % | 25 | % | 75 | % | ||||||
All Other Executive Officers
|
50 | % | 100 | % | 0 | % |
10
IC Payout Level Based on Performance | ||||||||||||||||
Performance | ||||||||||||||||
Level | Performance | |||||||||||||||
(EBITDA/CTO | IC | Level (Org | IC | |||||||||||||
& Network | Payout | Unit | Payout | |||||||||||||
Revenue) | Level | Revenue) | Level | |||||||||||||
|
107.5 | % | 150.0 | % | ||||||||||||
|
106.0 | % | 140.0 | % | 104.0 | % | 150.0 | % | ||||||||
|
104.5 | % | 130.0 | % | 103.0 | % | 137.5 | % | ||||||||
|
103.0 | % | 120.0 | % | 102.0 | % | 125.0 | % | ||||||||
|
101.5 | % | 110.0 | % | 101.0 | % | 112.5 | % | ||||||||
Target (Plan)
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
|
98.5 | % | 90.0 | % | 98.5 | % | 90.0 | % | ||||||||
|
97.0 | % | 80.0 | % | 97.0 | % | 80.0 | % | ||||||||
|
95.5 | % | 70.0 | % | 95.5 | % | 70.0 | % | ||||||||
|
94.0 | % | 60.0 | % | 94.0 | % | 60.0 | % | ||||||||
|
92.5 | % | 50.0 | % | 92.5 | % | 50.0 | % |
11
Employee | Position Title | Salary | Target IC % | Target IC $ | ||||||||||||
Doe, John
|
Area Director | $ | 50,000 | 10 | % | $ | 5,000 |
Target | Potential | |||||||||||||||||||||||||||
Objective | Weight | Payout | Target | Result | % of Target | Payout % | Payout | |||||||||||||||||||||
Revenue
|
50 | % | $ | 2,500 | $ | 15,000,000 | $ | 15,123,456 | 103.0 | % | 137.5 | % | $ | 3,438 | ||||||||||||||
CTO
|
50 | % | $ | 2,500 | $ | 2,250,000 | $ | 2,200,000 | 97.8 | % | 85.2 | % | $ | 2,130 | ||||||||||||||
Total Potential Payout
|
100 | % | $ | 5,000 | 111.3 | % | $ | 5,567 | ||||||||||||||||||||
Amount at Risk Based
on Your Scorecard
Results (50%)
|
$ | 2,784 |
Scorecard | Target | Payout for | ||||||||||||||||||
Objectives (EXAMPLES ONLY) | Weight | Payout | Achieved | Payout % | Scorecard | |||||||||||||||
Quality:
Reduce major incidents by 25%, from 16 in FY11 to 12 or less in FY12.
|
20 | % | $ | 557 | Yes | 100 | % | $ | 557 | |||||||||||
Quality:
Conduct quarterly surveys to measure and achieve 85% of consumers rating service provided as Very Good or better by Q4 FY12 survey.
|
20 | % | $ | 557 | Yes | 100 | % | $ | 557 | |||||||||||
Growth:
Work with VPOs and SEDs to ensure approval by 9/30/12 of 8 new start proposals with projected revenue totaling at least $8.8 million
|
25 | % | $ | 696 | No | 0 | % | $ | | |||||||||||
Safety/Cost Reduction:
Identify opportunities and begin execution to achieve net spending impact held to budget levels with business case(s) developed and initiated for next phase
|
15 | % | $ | 418 | No | 0 | % | $ | | |||||||||||
People:
Maximize revenue by reducing turnover of Direct Support Professional by 10%
|
20 | % | $ | 557 | Yes | 100 | % | $ | 557 | |||||||||||
Portion of Potential Payout Achieved Based on Your Scorecard Results
|
100 | % | $ | 2,784 | 60 | % | $ | 1,670 | ||||||||||||
Total Payout After Applying Your Scorecard Results
|
$ | 4,454 | ||||||||||||||||||
|
||||||||||||||||||||
Discretionary Award from Reallocation Pool
|
$ | 500 | ||||||||||||||||||
Discretionary Award from 3% Pool
|
$ | 250 | ||||||||||||||||||
Total Payout Including Discretionary Awards
|
$ | 5,204 |
12
State of | ||||
Incorporation/ | ||||
Subsidiary | Organization | Name(s) under which doing business | ||
CareMeridian, LLC
|
Delaware | |||
Center for Comprehensive Services, Inc.
|
Illinois | NeuroRestorative Avalon Park | ||
|
NeuroRestorative Carbondale | |||
|
NeuroRestorative Florida | |||
|
NeuroRestorative Illinois | |||
|
NeuroRestorative Kentucky | |||
|
NeuroRestorative Maryland | |||
|
NeuroRestorative Massachusetts | |||
|
NeuroRestorative Tennessee | |||
Cornerstone Living Skills, Inc.
|
California | |||
Family Advocacy Services, LLC
|
Delaware | New Visions Academy | ||
First Step Independent Living Program, Inc.
|
California | |||
Horrigan Cole Enterprises, Inc.
|
California | Cole Vocational Services | ||
Illinois Mentor, Inc.
|
Illinois | |||
Institute for Family Centered Services, Inc.
|
Virginia | IFCS of Maryland a/k/a Institute for Family Centered Services | ||
Lakeview Healthcare Systems, Inc.
|
New Hampshire | |||
Lakeview Ocean State, Inc.
|
Delaware | |||
Lakeview Waterford, Inc.
|
Delaware | |||
Loyds Liberty Homes, Inc.
|
California | |||
Massachusetts Mentor, Inc.
|
Massachusetts | NeuroRestorative Massachusetts | ||
Mentor ABI, LLC
|
Delaware | Hammond Place | ||
|
NeuroRestorative Arkansas | |||
|
NeuroRestorative Louisiana | |||
|
NeuroRestorative Maine | |||
|
NeuroRestorative New Hampshire | |||
|
NeuroRestorative Ohio | |||
|
NeuroRestorative Pennsylvania | |||
|
NeuroRestorative Rhode Island | |||
|
NeuroRestorative San Antonio | |||
|
NeuroRestorative Texas | |||
|
NeuroRestorative Timber Ridge | |||
|
NeuroRestorative Virginia |
State of
Incorporation/
Subsidiary
Organization
Name(s) under which doing business
Delaware
Maryland
Delaware
Alabama Mentor
Arizona Mentor
California Mentor
Creative Home Programs
Delaware Mentor
Florida Mentor
Georgia Mentor
Indiana Mentor Adult Foster Care
Indiana Mentor
Louisiana Mentor
New Jersey Mentor
North Carolina Mentor
Pennsylvania Mentor
Rhode Island Mentor
Texas Mentor
Delaware
Delaware
Delaware
Family Advocacy Services
FAS Virginia
Kansas Mentor
Mentor Oregon
Missouri Mentor
State of
Incorporation/
Subsidiary
Organization
Name(s) under which doing business
Delaware
Arkansas
Delaware
Ohio
New Jersey
NeuroRestorative New Jersey
PLUS
Arizona
Minnesota
Minnesota
West Virginia
Minnesota
Connecticut
Ohio
Iowa
Minnesota
Minnesota
Minnesota
Minnesota
Indiana
Indiana
Indiana
Iowa
Iowa
Minnesota
Maryland
Minnesota
Minnesota
Nevada
New Jersey
New Jersey
North Dakota
Minnesota
State of
Incorporation/
Subsidiary
Organization
Name(s) under which doing business
Ohio
Ohio
Minnesota
Minnesota
Minnesota
Minnesota
Utah
West Virginia
Wisconsin
NeuroRestorative Wisconsin
Wisconsin
Wisconsin
Minnesota
New York
South Carolina
Indiana
California
1. |
I have reviewed this Annual Report on Form 10-K of National Mentor Holdings, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
|
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report, based on such
evaluation; and
|
d) |
Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent
fiscal quarter (the registrants fourth fiscal quarter in the
case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants internal
control over financial reporting; and
|
5. |
The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.
|
December 27, 2011 | /s/ Edward M. Murphy | |||
Edward M. Murphy | ||||
Chief Executive Officer |
1. |
I have reviewed this Annual Report on Form 10-K of National Mentor Holdings, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
|
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report, based on such
evaluation; and
|
d) |
Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the
case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants internal
control over financial reporting; and
|
5. |
The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.
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December 27, 2011 | /s/ Bruce F. Nardella | |||
Bruce F. Nardella | ||||
President and Chief Operating Officer |
1. |
I have reviewed this Annual Report on Form 10-K of National Mentor Holdings, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
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4. |
The registrants other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
|
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report, based on such
evaluation; and
|
d) |
Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the
case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants internal
control over financial reporting; and
|
5. |
The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
All significant deficiencies
and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.
|
December 27, 2011 | /s/ Denis M. Holler | |||
Denis M. Holler | ||||
Chief Financial Officer and Treasurer |
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
|
Date: December 27, 2011 | By: | /s/ Edward M. Murphy | ||
Edward M. Murphy | ||||
Chief Executive Officer |
Date: December 27, 2011 | By: | /s/ Bruce F. Nardella | ||
Bruce F. Nardella | ||||
President and Chief Operating Officer |
Date: December 27, 2011 | By: | /s/ Denis M. Holler | ||
Denis M. Holler | ||||
Chief Financial Officer and Treasurer |