AFFILIATED HEALTHCARE SYSTEMS NONQUALIFIED DEFERRED COMPENSATION PLAN ARTICLE I PURPOSE

Transcription

1 AFFILIATED HEALTHCARE SYSTEMS NONQUALIFIED DEFERRED COMPENSATION PLAN ARTICLE I PURPOSE 1.1 Purpose of Plan. Effective as of the 1st day of January, 2018, Affiliated Healthcare Systems ( AHS ), a Maine business corporation, hereby establishes a nonqualified deferred compensation plan known as the AFFILIATED HEALTHCARE SYSTEMS NONQUALIFIED DEFERRED COMPENSATION PLAN (the Plan ), in order to provide deferred compensation to Participants (as defined herein). 1.2 Intent and Construction. The Plan is intended to be an unfunded and unsecured top-hat plan maintained by AHS primarily for the purpose of providing deferred compensation for a select group of management or other highly compensated employees under ERISA (as defined herein) and partially exempt from Title I of ERISA. The Plan is further intended to comply with Section 409A of the Code (as defined herein). The Plan shall be administered and construed in a manner consistent with said intent and according to the laws of the State of Maine. ARTICLE II DEFINITIONS 2.1 Definitions Account. Account means the separate bookkeeping account established and maintained for a Participant representing the separate unfunded and unsecured general obligation of AHS with respect to a Participant under the Plan and, as applicable, means a Participant s Elective Deferral Account, Nonelective Contribution Account, or Matching Contribution Account Accrued Benefit. Accrued Benefit means the total dollar amount credited to a Participant s Account, including Earning Adjustments. {W } 1

2 2.1.3 Beneficiary. Beneficiary means the person, persons, or trust designated by a Participant, or automatically by operation of the Plan, to receive any benefits which may become payable under this Plan by reason of a Participant s death Code. Code means the Internal Revenue Code of 1986, any amendments thereto, and any regulations or rulings issued thereunder Compensation. Compensation means all remuneration paid or payable to a Participant by an Employer for services rendered Deferred Compensation. Deferred Compensation means a Participant s Account balance attributable to Elective Deferrals and Employer Contributions and includes Earning Adjustments on such amounts. Compensation is Deferred Compensation if: (i) under the terms of the Plan and the relevant facts and circumstances, the Participant has a Legally Binding Right to Compensation during a Taxable Year that the Participant has not actually or constructively received and included in gross income; and (ii) pursuant to the Plan terms, the Compensation is or may be payable to or on behalf of the Participant in a later Taxable Year Disability. Disability means a condition of a Participant who by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months: (i) is unable to engage in any substantial gainful activity; or (ii) is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees. The Employer will determine whether a Participant has incurred a Disability based on its own good faith determination and may require a Participant to submit to reasonable physical and mental examinations for this purpose. A Participant will be deemed to have incurred a Disability if: (i) the Social Security Administration or Railroad Retirement Board determines that the Participant is totally disabled; or (ii) the applicable insurance company providing disability insurance to the Participant under an Employer sponsored disability program determines that a Participant is disabled under the {W } 2

3 insurance contract definition of disability, provided such definition complies with the definition in this Section Earning Adjustments. Earning Adjustments means earnings, gain, or loss applicable to a Participant s Account provided that such amounts reflect actual predetermined investments Effective Date. Effective Date means January 1, Elective Deferral. Elective Deferral means the amount of Compensation that a Participant elects to defer into the Participant s Account under the Plan at such times and in such manner as set forth in the Participation Agreement Elective Deferral Account. Elective Deferral Account means the portion of a Participant s Account attributable to Elective Deferrals and any Earning Adjustments thereon Employer. Employer means the AHS entity receiving the personal services of Participant and with respect to whom the Legally Binding Right occurs. Employer includes the following for-profit entities of AHS which would be considered part of a single employer under Code 414(b) or (c): Affiliated Healthcare Management; Affiliated Laboratory, Inc.; Beacon Health, LLC; Meridian Mobile Health; and M Drug, LLC Employer Contribution. Employer Contribution means the amount the Employer may contribute or credit to an Account under the Plan in addition to a Participant s Elective Deferral Employer Contribution Account. Employer Contribution Account means the portion of a Participant s Account attributable to Employer Contributions and any Earning Adjustments thereon Employee. Employee means a person providing services to an Employer as a common law employee as described in Treas. Reg A-1(f)(1) AHS. AHS means Affiliated Healthcare Systems. {W } 3

4 ERISA. ERISA means the Employee Retirement Income Security Act of 1974, any amendments thereto, and any regulations or rulings issued thereunder Key Employee. Key Employee means an employee who meets the eligibility criteria as set forth in Section 3.1 herein Legally Binding Right. Legally Binding Right means, in reference to Compensation, the grant by the Employer to the Participant of an enforceable right to Compensation during a taxable year where, after the Participant has performed the services which created the Legally Binding Right, the Compensation is not subject to unilateral reduction or elimination by the Employer Matching Contribution. Matching Contribution means a fixed or discretionary Employer contribution made with respect to a Participant s Elective Deferral Matching Contribution Account. Matching Contribution Account means the portion of a Participant s Account attributable to Matching Contributions and Earning Adjustments thereon Nonelective Contribution. Nonelective Contribution means a fixed or discretionary Employer contribution that is unrelated to a Participant s Elective Deferrals Nonelective Contribution Account. Nonelective Contribution Account means the portion of a Participant s Account attributable to Nonelective Contributions and Earning Adjustments thereon Participant. Participant means each Key Employee who has executed a Participation Agreement Participation Agreement. Participation Agreement means the enrollment agreement completed by the Participant through Fidelity Plan Year. Plan Year means the twelve (12) consecutive month period beginning January 1 and ending December 31. {W } 4

5 Separation from Service. Separation from Service means the termination of a Participant s employment with the Employer whether on account of death, retirement, Disability, or otherwise. The Employer will determine whether a Participant has terminated employment based on the facts and circumstances described in Treas. Reg A-1(h)(1)(ii). A Participant incurs a Separation form Service if the parties reasonably anticipate, based on the facts and circumstances, that the Participant will not perform any additional services after a certain date or that the level of bona fide services (whether performed as an Employee or an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36 month period (or, if less, the period the Participant has rendered service to the Employer). A Participant is presumed to have a Separation form Service if the Participant s service level decreases to 20% or less than the average prior service and is presumed to not have incurred a Separation form Service if the Participant s service level continues at a rate which is 50% or more of the average prior service Substantial Risk of Forfeiture. Deferred Compensation is subject to a Substantial Risk of Forfeiture if entitlement to the amount is conditioned on: (i) the performance of substantial future services by the Participant; or (ii) the occurrence of a condition related to a purpose of the Deferred Compensation, and where under clause (i) or this clause (ii), the possibility of forfeiture is substantial Unforeseeable Emergency. Unforeseeable Emergency means (i) a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant s spouse, a Beneficiary, or the Participant s dependent (as defined in Code 152 but without regard to Code 152(b)(1), (b)(2), and (d)(1)(b)); (ii) loss of Participant s property due to casualty; or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant s control. The Employer will determine whether an Unforeseeable Emergency has occurred based on the facts and circumstances and in accordance with Treas. Reg A-3(i)(3) or other applicable {W } 5

6 guidance, but in any case, the Plan may not make payment to the extent that the Unforeseeable Emergency is or may be relieved: (i) through reimbursement or compensation from insurance or otherwise; (ii) by liquidation of the Participant s assets to the extent such liquidation of assets would not itself cause severe financial hardship; or (iii) by the Participant s cessation of Elective Deferrals. The Plan will limit the amount of any payment based on Unforeseeable Emergency to the amount that is reasonably necessary to satisfy the emergency need, which may include amounts necessary to pay any applicable taxes reasonably anticipated to result from the payment. The Employer in making the determination as to the amount of payment will take into account any additional Compensation available to the Participant upon cancellation of an Elective Deferral election under this Plan, but may disregard amounts available as a hardship distribution or loan from another qualified or nonqualified plan. Any requests for payment for an Unforeseeable Emergency will be made on a form the Employer provides to the Participant for this purpose Valuation Date. Valuation Date means each business day during the Plan Year Vested. Vested means any amount of a Participant s Accrued Benefit which is not subject to a Substantial Risk of Forfeiture or other requirement to perform further services for the Employer. ARTICLE III ELIGIBILITY AND ACCOUNT ESTABLISHMENT 3.1 Eligibility. Benefit eligible Employees (excluding pool Employees), with a base salary of at least $120,000, as adjusted upward from time to time by the Employer, who are either (i) senior executives or (ii) pharmacists, and who have been determined by the Employer to be Key Employees are eligible to participate in this Plan. The Employer shall maintain a list of the classification(s) and/or name(s) of Employees who are Key Employees eligible to participate in this Plan. Any individual who is a Key Employee eligible to participate for a Plan Year shall remain eligible for subsequent Plan Years so long as he/she continues to meet the definition of an {W } 6

7 eligible Key Employee, unless the Employer, in its sole discretion, determines otherwise. A Key Employee becomes a Participant in the Plan only upon receiving notice from the Employer. Each determination of eligibility for the Plan by the Employer is final and binding. 3.2 Elective Deferral Account. AHS has established an unfunded, bookkeeping Elective Deferred Account in the name of each Participant to which is credited the amount determined in accordance with this Section The Elective Deferral Account is hypothetical in nature and is maintained for bookkeeping purposes only. The Elective Deferral Account shall not hold or be required to hold any actual funds or assets A Participant must make his/her Elective Deferral Election via the Participation Agreement. The Participant must make the election no later than 20 calendar days prior to the end of the Plan Year which immediately precedes the Plan Year in which services will be performed by the Participant for the Employer. As to a Plan Year in which an Employee first becomes a Participant, the Participant must make and deliver an Elective Deferral election via the Participant Agreement for that Plan Year not later than 30 days after the Employee becomes a Participant. For any Plan Year, the minimum Elective Deferral amount is $1, and the maximum Elective Deferral amount is $24, A Participant s Elective Deferral election remains in effect for the duration of the Plan Year for which the Participant makes the election. A Participant may make a new election, or may revoke or modify an existing election effective no earlier than for the next Plan Year, provided that a Participant may cancel an existing and otherwise irrevocable election at any time following the Participant s receipt of an Unforeseeable Emergency distribution For as long as an Elective Deferral election is in effect for a Participant, AHS shall credit the Participant s Elective Deferral Account from time to time with the Elective Deferral amount. In the event a Participation Agreement is effective on a date other than January 1, the amount due for the initial Plan Year will be prorated accordingly. {W } 7

8 3.3 Matching Contribution Account. In the event an Employer elects to make Matching Contributions for one or more Participants, AHS will establish and maintain an unfunded, bookkeeping Matching Contribution Account in the name of each Participant to which is credited the amount determined in accordance with this Section The Matching Contribution Account is hypothetical in nature and is maintained for bookkeeping purposes only. The Matching Contribution Account shall not hold or be required to hold any actual funds or assets. 3.4 Nonelective Contribution Account. In the event an Employer elects to make Nonelective Contributions for one or more Participants, AHS will establish and maintain an unfunded, bookkeeping Nonelective Contribution Account in the name of each Participant to which is credited the amount determined in accordance with this Section The Nonelective Contribution Account is hypothetical in nature and is maintained for bookkeeping purposes only. The Nonelective Contribution Account shall not hold or be required to hold any actual funds or assets. ARTICLE IV ACCOUNT MAINTENENCE 4.1 Adjustment of Account. Each unfunded, bookkeeping Account shall be adjusted each Valuation Date for which the value of Account is required to be determined and at least as of the last business day of each Plan Year. 4.2 Value of Account. As of the Valuation Date for which the current value is determined (the Current Valuation Date ), the value of the amount credited to an Account determined as of the immediately preceding Valuation Date for which the value was determined shall be increased (or decreased) by the Earning Adjustments on the hypothetical investments as selected by each Participant Contributions. For each Participant, (i) the value of the Elective Deferral Account shall be increased by the amount of Elective Deferrals; (ii) if applicable, the value {W } 8

9 of the Matching Contribution Account shall be increased by the amount of Matching Contributions, if any; and (iii) if applicable, the Nonelective Contribution Account shall be increased by the amount of Nonelective Contributions, if any Distribution Subtraction. The values (as adjusted above) shall be reduced by the amount distributed with respect to an Account. ARTICLE V FORFEITURE 5.1 Vesting. Participants are 100% vested at all times with respect to their entire Accrued Benefit. ARTICLE VI DISTRIBUTION 6.1 Payment Events. The Plan permissible payment events are the following payment events affecting a Participant: (i) Separation from Service (not due to death or Disability); (ii) death; (iii) Disability; or (iv) Unforeseeable Emergency. As to payment events (i), (ii), and (iii), the Plan will pay to the Participant the Vested Accrued Benefit held in the Participant s Account on a date which is 90 days following the first to occur of such payment events. If that 90-day period spans more than one taxable year of the Participant, the Participant will not have any discretion over the taxable Year of payment. The Plan will make payment in the form of a lump-sum (a single payment) or installments (annually in equal installments between two and 10 years) as elected by the Participant Participant Election. A Participant must make an election as to the form of payment at the time of the Participant s Elective Deferral election. No subsequent changes to time and form of payments are permitted under the Plan. 6.2 Unforeseeable Emergency. A Participant at any time may request payment based on {W } 9

10 Unforeseeable Emergency by submitting to the Employer a form the Employer provides for this purpose. The Plan will make payment to the Participant within 90 days following the Employer s acceptance of the Participant s Unforeseeable Emergency payment request. If that 90-day period spans more than one taxable year of the Participant, the Participant will not have any discretion over the taxable Year of payment. 6.3 Time and Form of Default Payments. If the Participant fails for any reason to elect the form of payment, the Plan will pay the affected Participant s Vested Accrued Benefit in a lump-sum cash payment on a date which is 90 days following the payment event permitting payment of the Participant s Account under Section 6.1. If that 90-day period spans more than one taxable year of the Participant, the Participant (or his or her estate, as the case may be) will not have any discretion over the taxable Year of payment. 6.4 Installment Payments. A series of installment payments will be treated as a single payment. 6.5 Disputed Payments. In the event of a dispute between the Employer and a Participant as to whether Deferred Compensation is payable to the Participant or as to the amount thereof, or any other failure to pay, payment is treated as paid on the designated payment date if such payment is made in accordance with Treas. Reg A-3(g). 6.6 Designation of Beneficiaries Right to Designate. The Participant may designate, in the format provided by Fidelity via its online platform, one or more primary Beneficiaries or alternative Beneficiaries to receive all or a specified portion of the amount which may be payable with respect to the Participant under the Plan in the event of such Participant s death. The Participant may change or revoke any such designation from time to time without notice to or consent from any Beneficiary. No such designation, change or revocation shall be effective unless executed by the Participant and received and accepted by AHS during the Participant s lifetime. {W } 10

11 6.6.2 Failure of Designation. If a Participant: (a) (b) fails to designate a Beneficiary, designates a Beneficiary and thereafter revokes such designation without naming another Beneficiary, or (c) designates one or more Beneficiaries and all such Beneficiaries so designated fail to survive the Participant, or (d) designates a spouse as beneficiary and the marriage is subsequently dissolved then the value of the amount which may be payable with respect to the Participant under the Plan, or the part thereof as to which such Participant s designation fails, as the case may be, shall be payable to the personal representative of Participant s estate No Beneficiary Rights. Prior to the death of the Participant, no person designated to be a Beneficiary shall have any rights or interest in the amount credited under this Plan including, but not limited to, the right to be the sole Beneficiary or to consent to the designation of Beneficiaries (or the changing of designated Beneficiaries) by the Participant. 6.7 Death Prior to Full Distribution. If, at the death of the Participant, the amount payable to the Participant was due or otherwise distributable but not actually paid, the amount of such payment shall be included in the Deferred Compensation Account which is payable to the Beneficiary (and shall not be paid to the Participant s estate). ARTICLE VII STATUS OF PLAN; TRUST 7.1 Unfunded and Unsecured Plan. The Plan and the Deferred Compensation Account shall at all times be considered entirely unfunded both for tax purposes and for purposes of ERISA and no provision shall at any time be made with respect to segregating assets of AHS for the payment of the value of the amount under the Plan. Any funds invested under the Plan shall continue for all {W } 11

12 purposes to be part of the general assets of AHS and available to the general creditors of AHS in the event of a bankruptcy (involvement in a pending proceeding, voluntary or otherwise (including an involuntary petition) as a debtor under the United States Bankruptcy Code) or insolvency (generally not paying debts as such debts become due (taking into account any period of time during which past due payments of such debts may be cured) unless such debts are the subject of a bona fide dispute, as interpreted and applied by United States Bankruptcy Courts) of AHS. A Participant has no rights to any particular assets held by the Plan. All references to accounts, accruals, gains, losses, income, expenses, payments, custodial funds and the like are included merely for the purpose of measuring the obligation of AHS to the Participant in this Plan and shall not be construed to impose on AHS the obligation to create any separate fund for purposes of this Plan. The Plan constitutes a mere promise by AHS to pay the value of the amount to or with respect to the Participant in the future if the requirements of the Plan are satisfied. Nothing contained in the Plan shall constitute a guaranty by AHS or any other person or entity that any funds in any trust or the assets of AHS will be sufficient to pay the value of the amount under the Plan. The Participant shall not have any right to a benefit under the Plan except in accordance with the terms of the Plan. 7.2 Corporate Obligation. The officers of AHS shall not in any way secure or guarantee the payment of the value of the amount which may become due and payable hereunder to or with respect to the Participant or Beneficiary. The Participant and other person entitled at any time to payment hereunder shall look solely to the assets of AHS from which the value of the amount may be payable and only as an unsecured, general creditor. After benefits shall have been paid to or with respect to the Participant and such payment purports to cover in full the value of the amount hereunder, such former Participant or other person or persons, as the case may be, shall have no further right or interest in the other assets of AHS in connection with this Plan. No person shall be under any liability or responsibility for failure to effect any of the objectives or purposes of this Plan by reason of the insolvency of AHS. 7.3 The Trust. In order to provide assets from which to fulfill the obligations to the Participant and the Participant s Beneficiary under the Plan, AHS may establish a trust by a trust agreement {W } 12

13 with a third party, the trustee, to which AHS may, in its discretion, contribute cash or other property to provide for the payment of the amount credited to the Deferred Compensation Account under the Plan. The trustee for the trust will have the duty to invest the trust assets and funds in accordance with the terms of such trust. AHS shall be entitled at any time, and from time to time, in its sole discretion, to substitute assets of at least equal fair market value for any assets held in the trust established by AHS. All rights associated with the assets of the trust will be exercised by the trustee of the Trust or the person designated by such trustee, and will in no event be exercisable by or rest with the Participant or the Participant s Beneficiaries. The trust shall provide that in the event of the insolvency of AHS, the trustee shall hold the assets for the benefit of the general creditors of AHS. ARTICLE VIII CLAIMS PROCEDURE 8.1 Determinations. AHS shall make such determinations as may be required from time to time in the operation and administration of this Plan. AHS shall have the sole discretion, authority and responsibility to interpret and construe the Plan document and to determine all factual and legal questions under this Plan, including but not limited to the entitlement of the Participant and Beneficiaries to any amount which may be payable under the Plan, and the amount of their respective interests. The value of the amount which may be payable under this Plan will be paid only if AHS decides in its discretion that the applicant is entitled to it. AHS shall have discretionary authority to grant or deny benefits under this Plan. AHS may, in its sole discretion, delegate authority with respect to the administration of the Plan to such other committee, person or persons as it deems necessary or appropriate for the administration and operation of the Plan. Each interested party may act and rely upon all information reported to them hereunder and need not inquire into the accuracy thereof, nor be charged with any notice to the contrary. 8.2 Rules and Regulations. Any rule not in conflict or at variance with the provisions hereof may be adopted by AHS. 8.3 Method of Executing Instruments. Information to be supplied or written notices to be {W } 13

14 made or consents to be given by AHS pursuant to any provision of the Plan document may be signed in the name of AHS by any officer who has been authorized to make such certification or to give such notices or consents. 8.4 Operation of Plan and Claims Procedures. AHS shall be responsible for the general operation and administration of the Plan and for carrying out the provisions thereof. AHS shall be responsible for the expenses incurred in the administration of the Plan. AHS shall also be responsible for determining eligibility for the payment of the value of the amount payable pursuant to the Plan. AHS shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by AHS with respect to the Plan. The procedures for filing claims for payments under the Plan are described below. For claims procedures purposes, the Claims Manager shall be AHS Claims Forms. It is the intent of AHS that benefits payable under the Plan shall be payable without the Participant having to complete or submit any claims forms. However, if the Participant believes the Participant is entitled to a payment under the Plan they may submit a claim for payment in writing to AHS. Any claim for payments under the Plan must be made by the Participant or the Participant s Beneficiary in writing and state the claimant s name and the nature of the benefit payable under the Plan on a form acceptable to AHS. If for any reason a claim for payment under the Plan is denied by AHS, the Claims Manager shall deliver to the claimant a written explanation setting forth the specific reasons for the denial, specific references to the pertinent provisions of the Plan on which the denial is based, a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and information on the procedures to be followed by the claimant in obtaining a review of the claim, all written in a manner calculated to be understood by the claimant. For this purpose: (a) the claimant s claim shall be deemed to be filed when presented in writing to {W } 14

15 the Claims Manager; (b) the Claims Manager s explanation shall be in writing delivered to the claimant within ninety (90) days of the date the claim is filed Review. The claimant shall have sixty (60) days following the claimant s receipt of the denial of the claim to file with the Claims Manager a written request for review of the denial. For such review, the claimant or the claimant s representative may review pertinent documents and submit written issues and comments Decision on Review. The Claims Manager shall decide the issue on review and furnish the claimant with a copy within sixty (60) days of receipt of the claimant s request for review of the claimant s claim. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent provisions in the Plan on which the decision is based. If a copy of the decision is not so furnished to the claimant within such sixty (60) days, the claim shall be deemed denied on review. In no event may a claimant commence legal action for benefits the claimant believes are due the claimant until the claimant has exhausted all of the remedies and procedures afforded the claimant by this Section General Rules. No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the claims procedure. The Claims Manager may require that any claim for a benefit and any request for a review of a denied claim be filed on forms to be furnished by the Claims Manager upon request. The Claims Manager may, in its discretion, hold one or more hearings on a claim or a request for a review of a denied claim. Claimants may be represented by a lawyer or other representative at their own expense, but the Claims Manager reserves the right to require the claimant to furnish written authorization. A claimant s representative shall be entitled to copies of all notices given to the claimant Deadline to File Claim. To be considered timely under the Plan s claim and {W } 15

16 review procedure, a claim must be filed with AHS within one (1) year after the claimant knew or reasonably should have known of the principal facts upon which the claim is based Exhaustion of Administrative Remedies. The exhaustion of the claim and review procedure is mandatory for resolving every claim and dispute arising under this Plan. As to such claims and disputes: (a) no claimant shall be permitted to commence any legal action to recover the Plan benefit or to enforce or clarify rights under the Plan under section 502 or section 510 of ERISA or under any other provision of law, whether or not statutory, until the claim and review procedure set forth herein have been exhausted in their entirety; and (b) in any such legal action all explicit and all implicit determinations by AHS (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law Deadline to File Legal Action. No legal action to recover Plan benefits or to enforce or clarify rights under the Plan under section 502 or section 510 of ERISA or under any other provision of law, whether or not statutory, may be brought by any claimant on any matter pertaining to this Plan unless the legal action is commenced in the proper forum before the earlier of: (a) thirty (30) months after the claimant knew or reasonably should have known of the principal facts on which the claim is based, or (b) procedure. six (6) months after the claimant has exhausted the claim and review Knowledge of Facts by Participant Imputed to Beneficiary. Knowledge of all facts that a Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a beneficiary of the Participant or otherwise claims to derive an entitlement by {W } 16

17 reference to the Participant for the purpose of applying the previously specified periods. 8.5 Participant s Address. The Participant shall keep AHS informed of the Participant s current address and the current address of the Participant s beneficiary. ARTICLE IX ADMINISTRATION 9.1 Administrator. AHS shall be the Plan administrator. 9.2 Service of Process. In the absence of any designation to the contrary by AHS, the Senior Vice President and General Counsel of EMHS is designated as the appropriate and exclusive agent for the receipt of service of process directed to this Plan in any legal proceeding, including arbitration, involving this Plan. 9.3 Expenses. All expenses of administering this Plan shall be borne by AHS. 9.4 Spendthrift Provision. No Participant or Beneficiary shall have any interest in the Deferred Compensation Account which can be transferred nor shall the Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in the possession or control of AHS, nor shall AHS recognize any assignment thereof, either in whole or in part, nor shall the Deferred Compensation Account be subject to attachment, garnishment, execution following judgment or other legal process before the amount credited to the Deferred Compensation Account is distributed to the Participant or Beneficiary. The power to designate Beneficiaries to receive any benefits payable to or with respect to the Participant under the Plan in the event of the Participant s death shall not permit or be construed to permit such power or right to be exercised by the Participant so as thereby to anticipate, pledge, mortgage or encumber such benefits or any part thereof and any attempt of the Participant to so exercise said power in violation of this provision shall be of no force and effect and shall be disregarded by AHS. 9.5 Tax Withholding. AHS shall have the authority and power to withhold the amount of any applicable tax required to be withheld by AHS under applicable law with respect to any amount payable under this Plan. To the extent deferral of vested amounts must be taken into account as {W } 17

18 wages for Social Security and Medicare (FICA) tax purposes, the Participant shall be obligated pay the employee share of any tax withholding, if any, while AHS shall be obligated to pay the employer share, if any, as well as report and remit all tax withholdings. 9.6 Certifications. Information to be supplied or written notices to be made or consents to be given by AHS pursuant to any provision of this Plan may be signed in the name of AHS by any officer who has been authorized to make such certification or to give such notices or consents. 9.7 Errors in Computations. AHS shall not be liable or responsible for any error in the computation of the Deferred Compensation Account or the determination of the benefit payable to or with respect to the Participant resulting from any misstatement of fact made by the Participant or by or on behalf of any survivor to whom such benefit shall be payable, directly or indirectly, to AHS and used by AHS in determining the benefit. AHS shall not be obligated or required to increase the benefit payable to or with respect to the Participant which, on discovery of the misstatement, is found to be understated as a result of such misstatement of the Participant. However, the benefit of the Participant which is overstated by reason of any such misstatement or any other reason shall be reduced to the amount appropriate in view of the truth (and to recover any prior overpayment). 9.8 Participant Should Consult Advisors. Neither AHS nor any of its respective directors, officers, employees or agents makes any representation or warranty with respect to any applicable tax, financial, estate planning, or other legal implications of participation in the Plan. The Participant should consult with the Participant s own tax, financial and legal advisors with respect to the Participant s participation in the Plan. ARTICLE X MISCELLANEOUS 10.1 Amendment and Termination. AHS reserves the power and authority to alter, amend or terminate this Plan in accordance with ERISA and the Code with regard to any person expecting to {W } 18

19 receive benefits under the Plan and the interest of the Participant and Beneficiary is subject to the powers so reserved No Oral Amendments. No modification of the terms of the Plan document or termination of this Plan shall be effective unless it is in writing and signed on behalf of AHS by a person or persons authorized to execute such writing. No oral representation concerning the interpretation or effect of the Plan document shall be effective to amend the Plan document Effect on Other Agreements. This Plan shall not alter, enlarge or diminish any person s obligations or rights or obligations under any other agreement with AHS, it being expressly intended that this Plan shall not be affected by the benefit structures of any other plan maintained by AHS as any such plan may exist at the adoption of this Plan or upon the commencement of participation or at any other time No Employment Contract. This Plan is not and shall not be deemed to constitute a contract of employment between AHS and any person, nor shall anything herein contained be deemed to give any person any right to be an employee of AHS or in any way limit or restrict the right or power of AHS to terminate any agreement with any person at any time and to treat any person without regard to the effect which such treatment might have upon the Participant as the Participant in this Plan. Neither the terms of the Plan document nor the benefits under this Plan nor the continuance of the Plan shall affect the status of the Participant as an employee. AHS shall not be obliged to continue this Plan Rules of Interpretation and Choice of Law. Whenever appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; the masculine may include the feminine and the feminine may include the masculine; and the words hereof, herein or hereunder or other similar compounds of the word here shall mean and refer to this entire Plan and not to any particular paragraph or section of this Plan unless the context clearly indicates to the contrary. The titles given to the various sections of this Plan are inserted for convenience of reference only and are not part of this Plan, and they shall not be considered in determining the purpose, meaning or intent of any provision hereof. Any reference {W } 19

20 in this Plan to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation. This document has been executed and delivered in the State of Maine and has been drawn in conformity to the laws of the State of Maine and shall, except to the extent that federal law is controlling, be construed and enforced in accordance with the laws of the State of Maine Code Section 409A. This Plan shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the regulations thereunder, and the Employer shall have no right to accelerate payment under this Plan except to the extent provided in the Plan and permitted under Section 409A of the Code. In the event the Plan is terminated, amounts credited to Participants Accounts shall be distributed at such time and in such form as shall comply with the requirements of Section 409A of the Code and the regulations thereunder. AFFILIATED HEALTHCARE SYSTEMS By: Its: Date: The information contained herein has been provided by AFFILIATED HEALTHCARE SYSTEMS and is solely the responsibility of AFFILIATED HEALTHCARE SYSTEMS. {W } 20