HEALTHCARE SERVICES GROUP, INC.
DEFERRED COMPENSATION PLAN
ARTICLE 1.
STATEMENT OF PURPOSE
Section 1.1 GENERAL PURPOSE.
The purpose of the Supplemental Executive Retirement Plan as
set forth herein and as the same may hereafter be amended (the "Plan"), is to
secure and retain the services of a select group of management or highly
compensated employees (the "Key Employees") of Healthcare Services Group, Inc.
and its affiliates ("HCSG"), and to provide additional retirement benefits to
these Key Employees who have devoted extraordinary energies to HCSG.
Section 1.2 INTERNAL REVENUE CODE AND ERISA;
GENERAL CREDITOR STATUS OF PARTICIPANTS.
(a) TAX QUALIFICATION UNDER THE INTERNAL REVENUE CODE.
It is intended that the Plan not be a tax-qualified
plan under Section 401(a) or Section 403(a) of the Internal Revenue Code of
1986, as amended (the "Code").
(b) STATUS UNDER THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974.
It is intended that the Plan be entitled to all
statutory and regulatory exemptions under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") applicable to plans maintained
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees.
(c) CREDITOR STATUS OF PARTICIPANTS.
It is intended that all benefits be paid from the
general assets of HCSG, that benefits accrued under the Plan be unfunded for
ERISA and Code purposes until paid, and that, as to unpaid accrued benefits
under the Plan, each Participant is an unsecured general creditor of HCSG.
ARTICLE 2.
DEFINITIONS
Section 2.1 "Account" means the entire interest of the Participant in
the Plan.
Section 2.2 "Age" means the chronological age (in years) attained by
the Employee at the most recent past anniversary of the date of his or her
birth.
Section 2.3 "Beneficiary" means the person, persons or entity
entitled to receive benefits by reason of the death of a Participant under the
Plan.
Section 2.4 "Board" means the Board of Directors of HCSG.
Section 2.5 "Code" means the Internal Revenue Code of 1986, as
amended, and successor statutes of similar purpose. A reference to any specific
Section of the Code shall be a reference to the same or similar text if that
Section is renumbered or redesignated and a reference to one or more Sections of
a successor statute addressing the same or parallel concepts.
Section 2.6 "Committee" means the Committee appointed by the Board,
consisting of three (3) or more individuals, which shall be responsible for the
administration of the Plan. Members of the Committee may be Participants and may
be members of the Board.
Section 2.7 "Earnings" means an Employee's total W-2 compensation
earned with respect to services rendered to or on behalf of HCSG, exclusive of
income attributable to the exercise of stock options and the receipt of
automobile allowances.
Section 2.8 "Employee" means a person having a common law
employer/employee relationship with HCSG or any subsidiary thereof the majority
of the voting stock of which is owned directly or indirectly by HCSG. The term
shall not include persons characterized by HCSG as "independent contractors,"
"leased employees" or "consultants," regardless of whether such persons may be
characterized for income or payroll tax withholding or liability, worker's
compensation payments or unemployment compensation premium calculations by the
IRS or other governmental authority.
Section 2.9 "Employment Termination Date" means the date on which the
Participant last renders services to HCSG or any successor thereto as an
employee, whether as a result of the Participant's death, disability, retirement
or otherwise. For the purposes of this definition:
(a) the existence of an employer/employee relationship
shall be determined at common law, and shall not include any relationship deemed
an employer/employee relationship for Code purposes to the extent that
relationship is not deemed an employer/employee relationship at common law; and
(b) the continued payment by HCSG to the Employee of
compensation subsequent to cessation by the Participant of his services to HCSG
in an employer/employee relationship shall not be deemed to extend or continue
an employer/employee relationship.
Section 2.10 "IRS" means the Internal Revenue Service.
Section 2.11 "Key Employee" means an Employee selected for
participation in the Plan by the Committee and who is employed in any of the
following executive or management capacities:
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(a) Corporate executive and corporate management
personnel;
(b) Divisional and Regional Managers; and
(c) District Managers.
Section 2.12 "Plan" means the Healthcare Services Group, Inc. Deferred
Compensation Plan, as set forth herein, and as the same may hereafter be
amended.
Section 2.13 "Participant" means a Key Employee who is eligible to
participate in the Plan. Each Participant shall be listed in a Schedule attached
hereto as Exhibit "A", as shall be amended from time to time to reflect the
addition or termination of Participants.
Section 2.14 "Plan Administrator" means the Committee.
Section 2.15 "Plan Year" means the calendar year. The initial Plan
Year shall be from January 1, 2000 ("Effective Date") through December 31, 2000.
Section 2.16 "Stock" means the voting common stock of HCSG, $0.01 par
value per share.
Section 2.17 "Trust" means the trust established by HCSG with PNC
Bank, N.A., as trustee ("Trustee"), pursuant to the Trust Agreement of even date
herewith (the "Trust Agreement"), for the purpose of receiving contributions
from HCSG and retaining such contributions (and the proceeds thereof from
investments, including the proceeds of any life insurance policies owned by the
trust, if any) as a source of funds to assist HCSG in meeting its obligation to
provide benefits under the Plan.
Section 2.18 "Vesting Date" means the date specified in Section 4.2(b)
that a Participant becomes fully vested in the Stock allocated to that
Participant's Account pursuant to Section 4.2(a)
ARTICLE 3.
PARTICIPATION
Section 3.1 Eligibility.
Participation in the Plan shall be strictly limited to
Key Employees.
Section 3.2 Commencement of Participation.
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Each Key Employee employed by HCSG on the Effective Date
of the Plan and who elects to participate in the Plan shall become a Participant
as of the Effective Date. Every other Key Employee shall become a participant on
the first day of the Plan Year coincident or next following the date such
individual became a Key Employee.
Section 3.3 Cessation of Participation.
Each Participant shall remain a Participant until the
earlier to occur of:
(a) the termination of his or her employment by HCSG;
or
(b) the date on which he or she receives a
distribution of the entire balance of his or her Account, so that he or she then
has no remaining balance in his or her Account.
ARTICLE 4.
ELECTION OF DEFERRALS,
INVESTMENT OF DEFERRALS, PAYMENT OF BENEFITS
Section 4.1 Election of Deferral.
Each year, every Participant may irrevocably elect to
defer the receipt of up to 15% of his or her Earnings for any calendar year
during the term of his employment with HCSG by filing a Salary Deferral Election
with the Plan Administrator prior to the end of the calendar year preceding the
calendar year for which the deferral election is to be effective. Such Salary
Deferral Election shall be in the form attached hereto as Exhibit "B".
Section 4.2 Employer Matching
(a) HCSG shall contribute and allocate to each
Participant's Account, as of the last day of each Plan Year, the number of full
shares of Stock obtained by dividing an amount equal to twenty-five percent
(25%) of the amount of compensation deferred by the Participant for such Plan
Year pursuant to the election described in Section 4.1, by the Market Price of
the Stock on the last day of the Plan Year. For this purpose Market Price shall
mean the Closing price of the Stock on the last day of the Plan Year or if there
was no trading of the Stock on such date, the Closing price on the nearest prior
business day on which trading occurred on a recognized securities exchange. To
be eligible to receive an allocation of Stock pursuant to this Section 4.2(a), a
Participant must be employed by HCSG on the last day of the Plan Year for which
the allocation is to be made.
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(b) Key Employees eligible to participate in the Plan
as of the Effective Date shall become fully vested and have a nonforfeitable
interest in the Stock allocated to their Account only if still employed by HCSG
on December 31, 2002. Each other Key Employee who becomes eligible and elects to
participate in the Plan shall have a fully vested nonforfeitable interest in the
Stock allocated to his or her Account, if still employed by HCSG, on the last
day of the Plan Year which commences on or after the third anniversary of the
later of (i) the date on which such individual became a Key Employee; or (ii)
the first day of the Plan Year in which a Key Employee elects to make
contributions to the Plan. In the event a Participant's employment is terminated
for any reason other than death, disability or retirement prior to the
Participant's Vesting Date, all Stock previously allocated to such Participant's
Account shall be forfeited and held by the Trustee to be allocated in subsequent
years pursuant to Section 4.2(a) hereof.
Section 4.3 Investment of Deferrals and Matching Contributions.
HCSG shall contribute to the Trust all amounts deferred
and contributed hereunder within ten (10) business days of the date such amounts
would otherwise have been paid to a Participant pursuant to HCSG's standard
payroll practices. All amounts contributed to the Trust and the earnings thereon
shall be held by the trustee of the Trust and invested in accordance with the
terms of the Trust Agreement.
Section 4.4 Payment of Benefits.
Within ninety (90) days of a Participant's Employment
Termination Date, the Plan Administrator shall direct the trustee of the Trust
to pay to the Participant or his or her designated Beneficiary, in a single lump
sum, the entire balance of the Participant's Account, valued as of the last day
of the month following the Participant's Employment Termination Date. Shares of
Stock allocated to a Participant's Account shall be distributed in-kind.
Section 4.5 Early Distribution of Benefits.
A Participant may request a distribution due to
Unforeseeable Emergency by submitting a written request to the Plan
Administrator accompanied by evidence to demonstrate that the circumstances
being experienced qualify as an Unforeseeable Emergency. The Plan Administrator
shall have the authority to require such evidence as it deems necessary to
determine if a distribution is warranted. If an application for a hardship
distribution due to an Unforeseeable Emergency is approved, the distribution
shall be limited to amounts contributed by the Participant to the Plan pursuant
to Section 4.1 (and the earnings thereon) and shall be further limited to an
amount sufficient to meet the emergency. The allowed distribution shall be
payable in a method determined by the Plan Administrator as soon as possible
after approval of such distribution. "Unforeseeable Emergency" means a severe
financial hardship to the Participant resulting from a sudden and unexpected
illness or accident of the Participant or of a dependent of the Participant,
loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. The circumstances that will constitute an
"Unforeseeable Emergency" will depend upon the facts of each case, but, in any
event, payment may not be made if such hardship is or may be relieved:
(a) Through reimbursement or compensation by insurance
or otherwise;
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(b) By liquidation of the Participant's assets, to the
extent that liquidation of such assets would not itself cause severe financial
hardship, or
(c) By cessation of Deferrals under the Plan.
ARTICLE 5.
BENEFICIARY DESIGNATIONS
Section 5.1 Designation by Participant.
Each Participant shall have the right to designate one or
more primary Beneficiaries and one or more contingent Beneficiaries to receive
the amount represented by his or her Account in the event of his or her death.
Beneficiary designation(s) shall be made on the form attached hereto as Exhibit
"C" or on such other forms as may be prescribed by the Plan Administrator. The
Participant shall have the right to revoke or change Beneficiary designations
from time to time, and each such change shall constitute a revocation of all
prior designations. No Beneficiary designation shall be effective unless in
writing and delivered to the Plan Administrator prior to the death of the
Participant. Any such Beneficiary designation shall be subordinate to any court
order applicable to the Participant's interest in the Plan.
Section 5.2 Default Provision.
If a Participant dies without having designated a
Beneficiary, or if no such designated Beneficiary survives the Participant, any
benefit payable by reason of the death of the Participant shall be payable to
his or her surviving spouse, or, if there is no surviving spouse, to his or her
surviving children, in equal shares. If the Participant dies with no surviving
spouse or children, any benefit shall be paid to the Participant's estate.
ARTICLE 6.
PLAN ADMINISTRATION
Section 6.1 Authority and Delegation.
In general, affairs of the Plan shall be administered by
the Plan Administrator subject to the supervision and review of the Board.
However, the Plan Administrator has the right, but not the obligation, to
delegate any of its duties and authorities hereunder to any person or persons
not disabled, as a matter of law, to perform such duties or to exercise such
authorities. The Plan Administrator shall provide written reports to the Board,
no less frequently than annually, concerning the operation of the Plan and Trust
since the date of the last report.
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Section 6.2 Duties, Responsibilities and Authority of the Plan
Administrator.
The Plan Administrator shall have the following duties
and the authority to take such actions as are reasonably necessary and desirable
to discharge the same:
(a) to maintain and preserve records relating to each
Participant and each Beneficiary;
(b) to recommend to the Board what sums, if any,
should be contributed to the Plan;
(c) prepare and to furnish to each Participant and to
others entitled to receive the same, all information and notices required under
Federal law or the provisions of the Plan;
(d) to prepare and file or publish and distribute, as
required by law, all returns, reports, notices, descriptions and other
information required under law to be so filed or published and distributed;
(e) to construe all provisions of the Plan, to correct
any defect therein, and to supply any omissions therefrom, as more fully
described in Section 6.4 of the Plan;
(f) to arrange for bonding, if necessary;
(g) to determine eligibility for benefits and to
provide procedures for the appeal of denied claims for benefits;
(h) to determine whether any court order is applicable
to the interest of the Participant under the Plan and to take such action as is
appropriate in connection with such order;
(i) to solicit, receive, retain and act upon
Beneficiary designations and other communications received from the Participant
and others;
(j) to promulgate such policies, procedures and rules
of general and specific application as the Plan Administrator, in its
discretion, deems necessary or desirable to administer the Plan and to further
the purposes for which it exists, and from time to time to change such policies,
procedures and rules;
(k) to publish forms to be used in connection with the
administration of the Plan and to determine the circumstances in which the use
of such forms will be required;
(l) to determine whether or not the consent of any
person is required in connection with the exercise of any rights or privileges
under the Plan and to withhold action pending the receipt of such consent where
required;
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(m) to delegate to qualified persons or entities such
of its ministerial duties as it sees fits to so delegate and to rescind such
delegations; provided, however, that the Plan Administrator shall remain
responsible for the authorized acts of the delegatees;
(n) to provide the trustees of the Trust with the
information required pursuant to the Trust Agreement; and
(o) to exercise such other powers and discharge such
other duties and responsibilities as are specified in the Plan as being within
the province of the Plan Administrator.
Section 6.3 Reporting and Disclosure.
The Plan Administrator shall keep all individual and
group records relating to each Participant, his or her Beneficiary (or
Beneficiaries) and others having an interest in his or her benefits under the
Plan and the Trust and all other records as may be necessary or desirable, in
the judgment of the Plan Administrator, for the proper operation of the Plan.
Such records shall be made available for examination and copying by the
Participant and his or her Beneficiary (or Beneficiaries); provided, however,
that each Participant and representative shall have the right to see or copy
only those records pertaining to such person and those records and documents of
general application.
Section 6.4 Construction of the Plan.
The Plan Administrator shall take such steps as are
considered necessary and appropriate to remedy any inequity that results from
incorrect information received or communicated in good faith or as the
consequence of an administrative error. The Plan Administrator shall interpret
the Plan and shall determine the questions arising thereunder in the
administration, interpretation and application of the Plan. The Plan
Administrator shall reconcile any inconsistency under the Plan and shall supply
any omissions with respect to the Plan. Subject to Section 7.3, all such
corrections, reconciliations, interpretations and supplied omissions shall be
final and binding on all parties.
Section 6.5 Engagement of Assistants and Advisers.
HCSG shall have the right to engage the services of such
persons and organizations as it, in its sole discretion, deems necessary or
advisable to facilitate the operation of the Plan and the accomplishment of its
purposes.
Section 6.6 Bonding.
HCSG shall arrange for such bonding as is required by
law, but no bonding in excess of the amount required by law shall be required
under the Plan or the Trust.
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Section 6.7 Discretion.
The Plan Administrator shall have the greatest lawful
degree of discretion in the administration and construction of the Plan. The
manner in which the Plan is administered or construed shall not be guided by,
and there shall be no precedential value ascribed to, the manner in which the
Plan was administered or construed at an earlier date, nor shall the manner in
which any plan, fund, program or arrangement similar to the Plan be considered
precedential to the manner in which the Plan is to be administered or construed.
ARTICLE 7.
CLAIMS AND REVIEW
Section 7.1 Claims Procedure.
If the Participant or the Participant's Beneficiary
(hereinafter the "Claimant") is denied all or a portion of an expected benefit
under the Plan for any reason, he or she may file a claim with the Committee.
The Committee shall notify the Claimant within thirty (30) days of allowance or
denial of the claim. The notice of the Committee's decision shall be in writing,
sent by mail to Claimant's last known address, and, if a denial of the claim,
shall contain the following information: the specific reasons for the denial;
specific reference to pertinent provisions of the Plan on which the denial is
based; if applicable, a description of any additional information or material
necessary to perfect the claim and an explanation of why such information or
material is necessary; and an explanation of the review process.
Section 7.2 Request for Review.
A Claimant is entitled to request a review by the Board
of any denial of his or her claim by the Committee. The request for review must
be submitted to the Board in writing within thirty (30) days of receipt of the
notice of the denial. Absent a request for review within the thirty (30) day
period, the claim will be deemed to be conclusively denied.
Section 7.3 Review Procedure.
The Claimant or his or her representative shall be
entitled to review all pertinent documents and to submit issues and comments in
writing to the Board. The Board in their sole discretion may afford the Claimant
a hearing. The Board shall render a review decision in writing within sixty (60)
days after receipt of a request for a review. The Claimant shall receive written
notice of the Board's review decision, which shall contain specific reasons for
the decision with references to the pertinent provisions of the Plan.
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ARTICLE 8.
PLAN AMENDMENT AND TERMINATION
Section 8.1 Amendment.
The provisions of the Plan may be amended at any time and
from time to time by the Board or any subcommittee thereof or any officer of
HCSG to whom the Board has delegated such authority. Any such amendment shall be
by written instrument, shall be communicated to the Participants, and shall not
deprive the Participant of any benefit previously earned or accrued as of the
date of the proposed amendment.
Section 8.2 Plan Termination.
(a) HCSG reserves the right to terminate the Plan in
whole or in part at any time and without notice to any person or entity.
Notwithstanding the foregoing, no such termination shall deprive the Participant
of any benefit earned or accrued as of the date of the proposed termination. In
the event of any such termination, HCSG, at its option, may distribute the
Account of all Participants as though the date of termination or partial
termination of the Plan were the Participants' Employment Termination Date, and
may accelerate the payment of benefits to all distributees then receiving a
stream of benefits under the Plan, or, HCSG may elect to continue all such
streams of benefit payments and to defer the distribution of benefits to all
other potential distributees until a later date. A termination of the Plan shall
be duly authorized by the Board or any subcommittee thereof or any officer of
HCSG to whom the Board has delegated such authority. Upon a termination of the
Plan for any reason, each Participant shall become fully vested in all of the
Stock contributed and allocated to his or her Account pursuant to Section
4.2(a).
(b) In the event of a Change In Control (hereinafter
defined), the Plan shall be terminated and the Accounts of all Participant's
shall be distributed as though the date of termination were an Employment
Termination Date for each Participant. A "Change In Control" shall occur if:
(i) (A) any person (a "Person"), as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the
"Act") and/or its wholly owned subsidiaries; (B) any ESOP or other employee
benefit plan of HCSG and any trustee or other fiduciary in such capacity holding
securities under such plan; (C) any corporation owned, directly or indirectly,
by the shareholders of HCSG in substantially the same proportions as their
ownership of stock of HCSG; or (D) any other Person who is as of the date of
this Plan presently an executive officer of HCSG or any group of Persons of
which he voluntarily is a part) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Act), directly or indirectly, of securities of HCSG
representing 30% or more of the combined voting power of HCSG's then outstanding
securities or such lesser percentage of voting power but not less than 15% as
the Board of Directors of HCSG shall determine;
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(ii) during any two-year period beginning on
the effective date of this Plan, Directors of HCSG in office at the beginning of
such period plus any new Director (other than a Director designated by a Person
who has entered into an agreement with HCSG to effect a transaction within the
purview of subsections (A) or (C) hereof) whose election by the Board of
Directors or whose nomination for election by HCSG's shareholders was approved
by a vote of at least two-thirds of the Directors then still in office who
either were Directors at the beginning of the period or whose election or
nomination for election was previously so approved shall cease for any reason to
constitute at least a majority of the Board of Directors; or
(iii) HCSG's shareholders or HCSG's Board of
Directors shall approve (A) any consolidation or merger of HCSG in which HCSG is
not the continuing or surviving corporation or pursuant to which HCSG's Stock
would be converted into cash, securities, and/or other property, other than a
merger of HCSG in which holders of Stock immediately prior to the merger have
the same proportionate ownership of Stock of the surviving corporation
immediately after the merger as they had in the Stock immediately before (B) any
sale, lease, exchange, or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets or earning power
of HCSG; or (C) the liquidation or dissolution of HCSG.
ARTICLE 9.
MISCELLANEOUS PROVISIONS
Section 9.1 Non-alienation of Benefits.
Except as provided in an order of a court of competent
jurisdiction to the contrary, none of the payments, benefits or rights of the
Participant or any Beneficiary shall be subject to any claim of any creditor
other than HCSG, and, in particular, to the fullest extent permitted by law, all
such payments, benefits and rights shall be free from attachment, garnishment,
trustee's process or any other legal or equitable process available to any
creditor of the Participant or any Beneficiary of the Participant other than
HCSG. Neither the Participant nor any Beneficiary shall have the right to
alienate, anticipate, commute, pledge, encumber or assign any of the benefits or
payments which he or she may expect to receive, contingently or otherwise, under
the Plan or the Trust, except that the Participant may designate one or more
Beneficiaries as hereinabove provided.
Section 9.2 Terms of Employment.
Neither the establishment of the Plan nor any
modification thereof, nor the creation of any fund, Trust or account, nor the
admission of any person to participation in the Plan, nor the payment of any
benefits shall be construed as giving any Employee the right to be retained in
the service of HCSG; and each Employee shall remain subject to retention in the
employ of HCSG and to discharge from such employ to the same extent and on the
same conditions as if the Plan was never adopted.
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Section 9.3 Severability of Provisions.
If any provision of the Plan is found by a court of
competent jurisdiction to be unlawful or unenforceable, such provision shall be
deemed null and void, and the balance of the Plan shall continue in full force
and effect, as if such unlawful or unenforceable provision had not been
included.
Section 9.4 Effect on Other Parties.
The Plan as set forth herein, and as amended from time to
time, shall be binding upon the heirs, executors, administrators, successors,
assigns and other personal representatives of the Participant.
Section 9.5 Headings and Captions.
The headings and captions herein are provided for
reference and convenience only, shall not be considered part of the Plan and
shall not be employed in the construction of the Plan.
Section 9.6 Gender and Number.
All provisions in the Plan are intended to be
gender-neutral. Accordingly, except where otherwise clearly indicated by
context, the masculine, feminine and neuter form of any word shall include all
other gender-designating forms, the singular shall include the plural and
vice-versa.
Section 9.7 Payments to Legally Incapacitated Persons.
Any benefit payable to or for the benefit of a minor, an
incompetent person or other person incapable of effectively receipting therefor
shall be deemed paid when paid to such person's guardian or to the party
providing or reasonably appearing to provide for the care of such person, and
such payments shall fully discharge the payor, the Plan Administrator, HCSG and
all other parties with respect thereto.
Section 9.8 Reliance on Data and Consents.
HCSG, the Plan Administrator and all other person or
entities associated with the operation of the Plan and the provision of benefits
under the Plan, may reasonably rely on the veracity, the accuracy and the
completeness of all data provided by the Participant, his or her Beneficiary (or
Beneficiaries), and his or her representatives, including, without limitation,
data with respect to age, health and marital status. Furthermore, HCSG and the
Plan Administrator with respect to the Plan may reasonably rely on all consents
and designations filed under the Plan, regardless of by whom filed, without duty
to inquire into the genuineness of any such consent or designation. None of the
aforementioned persons or entities associated with the operation of the Plan, or
the benefits provided under the Plan shall have any duty to inquire into any
such data, and all may rely on such data being current to the date of
presentation, it being the duty of Participants, Beneficiaries and their
respective representatives to advise appropriate parties of any change in such
data.
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Section 9.9 Entire Agreement.
This instrument shall constitute the entire agreement
among the parties with respect to the subject matter hereof, and shall supersede
all previous understandings on the subject.
Section 9.10 Controlling Law.
The Plan shall be construed and enforced according to the
law of the Commonwealth of Pennsylvania to the extent not preempted by Federal
law, which shall otherwise control.
This Deferred Compensation Plan is hereby approved and adopted this
____ day of ______________, 1999.
HEALTHCARE SERVICES GROUP, INC.
BY:_____________________________________
President
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EXHIBIT "A"
PARTICIPANTS
EXHIBIT "B"
DEFERRAL ELECTION FORM
In accordance with the rights granted to me under the Healthcare Services Group,
Inc. Deferred Compensation Plan, (the "Plan"), I hereby elect to defer the
following specified percentage of my compensation during the 2000 calendar year:
__________. The amount deferred shall be withheld ratably from each payment of
my compensation (including salary and bonus) and shall be invested and paid in
accordance with the terms and conditions of the Plan.
WITNESS:
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Signature
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Print Name
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Date
EXHIBIT "C"
HEALTHCARE SERVICES GROUP, INC.
DEFERRED COMPENSATION
BENEFICIARY DESIGNATION
Participant's Name:____________________________________________________________
Address:_______________________________________________________________________
City:__________________________ State:________________ Zip Code:_______________
Date of Birth: / / Social Security: - -
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PART 1 -- PRIMARY BENEFICIARY (BENEFICIARIES)
I name the following as the Primary Beneficiary or Beneficiaries to
receive any benefits payable upon my death under the Healthcare Services Group,
Inc. Deferred Compensation Plan in the proportions indicated:
1. Name: ____________________________________ Relationship_______________
Address:______________________________________________________________
Percentage of total benefit to paid to this person __________________%
2. Name:_____________________________________ Relationship_______________
Address:______________________________________________________________
Percentage of total benefit to paid to this person ___________________%
3. Name:_____________________________________ Relationship_______________
Address:______________________________________________________________
Percentage of total benefit to paid to this person ___________________%
If I have named more than one Primary Beneficiary, and if at least one, but
fewer than all, of those Primary Beneficiaries survives me, I direct that the
death benefit be divided among my surviving Primary Beneficiaries in the ratio
established by the percentages indicated. If the percentages do not add up to
100%, the benefit payable shall be allocated by the ratio of the percentages.
PART 2 -- SECONDARY BENEFICIARY (BENEFICIARIES)
If all of my Primary Beneficiaries designated in Part 1 die before I
die, and if I fail prior to my death to name substitute Primary Beneficiaries,
any benefit payable upon my death shall be paid to the following Secondary
Beneficiaries:
1. Name:_____________________________________ Relationship_______________
Address:______________________________________________________________
Percentage of total benefit to paid to this person ___________________%
2. Name:_____________________________________ Relationship_______________
Address:______________________________________________________________
Percentage of total benefit to paid to this person ___________________%
3. Name:_____________________________________ Relationship_______________
Address:______________________________________________________________
Percentage of total benefit to paid to this person ___________________%
If I have named more than one Secondary Beneficiary, and if one or more of those
Secondary Beneficiaries fails to survive me, I direct that the death benefit be
divided among my surviving Secondary Beneficiaries in the ratio established by
the percentages indicated. If the percentages do not add up to 100%, the benefit
payable shall be allocated by the ratio of the percentages.
The execution of this form and delivery thereof to the Plan Administrator
revokes all prior designations of beneficiaries that I have made.
Date:______________________________________________ _________________________
Signature
Witnesses:
___________________________________________________ __________________________
Received, Plan Administrator
By: ______________________________________
Date: ____________________________________