EXHIBIT 10.1
UNITED AMERICAN HEALTHCARE CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2005)
United American Healthcare Corporation (the "Company") has established the
United American Healthcare Corporation Supplemental Executive Retirement Plan
(the "Plan"), effective January 1, 2005, for the benefit of a select group of
its management and highly compensated employees. The Plan is intended to provide
retirement income for selected employees which is in addition to that provided
under any tax qualified or other retirement plans or programs maintained by the
Company. The Plan is intended to comply with the provisions of Code Section
409A, and as modified by Internal Revenue Service guidance or regulations issued
thereunder. The Plan is hereby amended and restated, also effective as of
January 1, 2005, in order to ensure compliance with additional guidance from the
Internal Revenue Service under Code Section 409A.
ARTICLE I - DEFINITIONS
The following words and phrases, wherever capitalized, shall have the meanings
set forth below, unless the context requires otherwise.
1.1 "ACCOUNT" means the bookkeeping account established by the Company to record
amounts credited with respect to a Designated Employee pursuant to Article III
(Accounts).
1.2 "ANNUAL CREDIT AMOUNT" means the dollar amount specified by the Compensation
Committee from time to time for a Designated Employee.
1.3 "BENEFICIARY" means the person or persons designated by a Designated
Employee to receive payments from the Plan in the event of the death of the
Designated Employee. Beneficiary designations must be in writing, signed and
dated by the Designated Employee, and filed with the Company before the death of
the Designated Employee. If a Designated Employee fails to designate a
Beneficiary or if no designated Beneficiary survives the Designated Employee,
the Designated Employee's Beneficiary shall be the Designated Employee's estate.
1.4 "CAUSE" means:
(a) the Designated Employee's conviction of a felony; or
(b) as determined by the Compensation Committee:
(i) the Designated Employee's engagement in conduct which has caused
serious injury to the Company, monetary or otherwise; or
(ii) the Designated Employee's gross neglect or gross dereliction of
his duties or other substantial misconduct or breach of
performance; or
(iii) the Designated Employee's disclosure, dissemination, use,
communication or appropriation of confidential information while
employed by the Company.
1.5 "CHANGE IN CONTROL AMOUNT" means, as to a Designated Employee, the dollar
amount equal to three times the Designated Employee base salary (his gross
annual salary, exclusive of any bonuses, but including any deferrals to a
tax-qualified plan) in effect as of date of the occurrence of a Vesting Event
under Section 1.21(e), minus one dollar.
1.6 "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor laws.
1.7 "COMPENSATION COMMITTEE" means the subcommittee of the Company's Board of
Directors having responsibility for compensation-related matters relating to the
Company's directors and Employees.
1.8 "DESIGNATED EMPLOYEE" means an Employee of the Company designated by the
Compensation Committee to participate in the Plan; where the context so
requires, "Designated Employee" also means an individual who is a former
Designated Employee.
1.9 "DISABLED" means that a Designated Employee has, by reason of any medically
determinable physical or mental impairment, received income replacement benefits
for a period of three months under the Company's long term disability policy for
its Employees.
1.10 "DISCRETION" means sole, absolute and uncontrolled discretion.
1.11 "DISTRIBUTION EVENT" means, as to a Designated Employee, the occurrence of
any one of the following events:
(a) the Designated Employee's Separation from Service; or
(b) the Designated Employee's death prior to his termination of employment
with the Company.
1.12 "EFFECTIVE DATE" means January 1, 2005.
1.13 "EMPLOYEE" means a person who receives compensation from the Company for
the performance of services.
1.14 "EMPLOYER GROUP" means the Company and any subsidiary or affiliated entity
which, with the Company, constitutes a controlled group of corporations or other
entities within the meaning of subsections (b) or (c) of Code Section 414, as
modified or interpreted by Internal Revenue Service guidance or regulations
issued pursuant to Code Section 409A.
1.15 "FISCAL YEAR" of the Company means the 12 consecutive month period
beginning on each July 1 and ending on the following June 30.
2
1.16 "SEPARATION FROM SERVICE" means an individual's voluntary or involuntary
termination of employment or other service from all members of the Employer
Group, such that he is no longer an Employee of the Company or an employee of
any other Employer group member, as modified by Internal Revenue Service
guidance or regulations issued pursuant to Code Section 409A.
1.17 "SERVICE REQUIREMENT" means the number of whole Years of Service a
Designated Employee must complete in order to satisfy the vesting contingency
defined at Section 1.21(a); each Designated Employee's Service Requirement shall
be identified on Schedule A and shall not be reduced under any circumstance.
1.18 "SPECIFIED EMPLOYEE" means a Designated Employee who is a "key employee" as
defined under the top-heavy plan rules of Code Section 416(i) (and without
regard to Code Section 416(i)(5)), as modified by Internal Revenue Service
guidance or regulations issued pursuant to Code Section 409A.
1.19 "VESTED INTEREST" means the portion of the Designated Employee's Account
which is non-forfeitable pursuant to Section 4.1 (Vesting).
1.20 "VESTING DATE" means the date the Designated Employee's Account becomes
non-forfeitable pursuant to Section 4.1 (Vesting).
1.21 "VESTING EVENT" means, as to a Designated Employee, the occurrence of any
of the following events on or after the date the individual first becomes a
Designated Employee:
(a) the Designated Employee completes his Service Requirement;
(b) the Designated Employee becomes Disabled;
(c) the Designated Employees attains age 62; provided, however, that this
event shall not apply to any Designated Employee who attained age 62 prior
to his first becoming a Designated Employee.
(d) the average share price of the Company's publicly-traded stock over a
90-day period is $22.00 or higher; or
(e) the transfer of a controlling interest (more than 50% ownership or
control) in the Company.
1.22 "YEAR OF SERVICE" means each 12 consecutive month period beginning on the
later of (a) the Effective Date, or (b) the date the Compensation Committee
names an Employee as a Designated Employee, and ending on each anniversary
thereof, during which the Employee performs services for the Company for which
he receives compensation.
ARTICLE II - PARTICIPATION
A Designated Employee shall commence participation in the Plan as of the
Effective Date or, if later, the date the Compensation Committee names him as a
Designated Employee. As of the same date, the Compensation Committee shall set
the Service Requirement for the Designated Employee. The Company shall inform
the Designated Employee of his participation in the Plan
3
and his Service Requirement within a reasonable time thereafter and the Company
shall record this information, along with the Designated Employee's full name,
date of birth, and date of participation, on Schedule A and, as to any amounts
thereafter credited on the Designate Employee's behalf, in accordance with
Section 3.1 (Establishment of Accounts). Each Designated Employee shall cease to
participate in the Plan as of the earlier of the date he terminates employment
with the Company or the Compensation Committee de-selects him as a Designated
Employee. The Company shall record on Schedule A the date the Designated
Employee ceases his participation in the Plan.
ARTICLE III - ACCOUNTS
3.1 Establishment of Accounts. The Company shall establish an Account for each
Designated Employee, which shall be a bookkeeping account to record the
Designated Employee's interest in the Plan. The Company shall maintain records
for each Account until the Designated Employee's Vested Interest in his Account
has been paid in full pursuant to Article V (Benefits and Payments).
3.2 Determination of Annual Credit Amounts. The Compensation Committee shall
determine each Designated Employee's Annual Credit Amount for each Fiscal Year
of the Company subsequent to the Designated Employee's initial year of
participation in the Plan. This determination shall be made no later than 90
days after the end of the Company's Fiscal Year. In the absence of a
determination by the Compensation Committee, the Designated Employee's Annual
Credit Amount for the Company's Fiscal Year shall be zero dollars. The Company
shall periodically inform a Designated Employee of his Annual Credit Amount.
3.3 Amounts Credited and Time for Crediting. The Company shall credit annually
to the Account of each Designated Employee his Annual Credit Amount. Each
Designated Employee's Annual Credit Amount shall be credited to his Account no
later than 90 days after the end of the Company's Fiscal Year.
3.4 Account Credit Upon the Occurrence of a Vesting Event. Notwithstanding the
Account crediting rules of Section 3.3 (Amounts Credited and Time for
Crediting), the Company shall, as of a Designated Employee's Vesting Date,
credit his Account as follows:
(a) if the Vesting Date is the result of the occurrence of a Vesting Event
under Section 1.21(a), (b), (c), or (d), the Company shall immediately
credit the Designated Employee's current Annual Credit Amount to his
Account; and
(b) if the Vesting Date is the result of the occurrence of a Vesting Event
under Section 1.21(e), in lieu of crediting the Designated Employee's
current Annual Credit Amount, the Company shall credit the amount, if any,
necessary to cause the amount credited to the Designated Employee's Account
to total at least the Change in Control Amount for that Designated
Employee; otherwise, the Company shall immediately credit the Designated
Employee's current Annual Credit Amount to his Account.
3.4 Administrative Fees. The Company shall pay all fees and expenses relating to
the operation of the Plan.
4
ARTICLE IV - VESTING AND FORFEITURE
4.1 Vesting. Subject to Section 4.2 (Forfeiture), a Designated Employee's right
to any payments from his Account shall be vested and non-forfeitable upon the
earliest occurrence of a Vesting Event as to the Designated Employee. Any
amounts credited to the Designated Employee's Account after the occurrence of
the Vesting Event shall be immediately vested and non-forfeitable.
4.2 Forfeiture. Notwithstanding Section 4.1 (Vesting), a Designated Employee's
Account shall be forfeited (and the Company shall have no further obligations
whatsoever under this Plan to the Designated Employee or any other person,
including his Beneficiary) if:
(a) the Designated Employee is terminated from Company employment for
cause;
(b) the Designated Employee engages in business activities, which the
Compensation Committee deems to be in competition with the Company, during
the three year period following the Designated Employee's termination of
Company employment; or
(c) the Designated Employee fails to comply with any request by the
Compensation Committee, or its delegee, to perform any act necessary for
the Company to obtain any life insurance policy insuring the life of the
Designated Employee.
ARTICLE V - BENEFITS AND PAYMENTS
5.1 Benefit Amount. A Designated Employee's Plan benefit shall consist of the
Vested Interest in his Account determined as of the date of his Distribution
Event.
5.2 Benefit Payable. A Designated Employee's Plan benefit shall become payable
only upon the earliest occurrence of a Distribution Event as to the Designated
Employee. All Plan benefit payments to Designated Employees shall be net of
employment and income taxes withheld.
5.3 Benefit Commencement and Form. A Designated Employee's Plan benefit payable
pursuant to Section 5.2 (Benefit Payable), shall commence and be paid as
follows:
(a) If the Distribution Event was an event specified in Section 1.11(a),
and the Designated Employee is not a Specified Employee, Plan benefit
payments shall commence on the first day of the third month following the
date of the Distribution Event and on each anniversary thereof; the
Designated Employee's Plan benefit shall be paid in ten annual payments,
each in an amount equal to one-tenth of his Plan benefit amount determined
under Section 5.1 (Benefit Amount), as adjusted for any gains or losses to
the Account after the Distribution Event and after each annual payment.
Payments shall be made not later than two and one-half months after the
date such payment is due.
(b) If the Distribution Event was an event specified in Section 1.11(a),
and the Designated Employee is a Specified Employee, Plan benefit payments
shall commence on the first day of the seventh month following the date of
the Distribution Event and on each anniversary thereof; the Designated
Employee's Plan benefit shall be paid in ten annual payments, each in an
amount equal to one-tenth of his Plan benefit amount
5
determined under Section 5.1 (Benefit Amount), as adjusted for any gains or
losses to the Account after the Distribution Event and after each annual
payment. Payments shall be made not later than two and one-half months
after the date the payment is due.
(c) Notwithstanding the preceding paragraphs (a) and (b) of this Section
5.3, if a Designated Employee completed his Service Requirement prior to
attaining age 62, and if the Distribution Event was an event specified in
Section 1.11(a), his Plan benefit determined under Section 5.1(Benefit
Amount) shall be paid in a single lump sum on the first anniversary of his
Distribution Event, as adjusted for any gains or losses to the Account
after the Distribution Event; provided, however, that the Designated
Employee may elect that his Plan benefit be paid in ten annual payments,
each in an amount equal to one-tenth of his Plan benefit amount, as
adjusted for any gains or losses to the Account after the Distribution
Event and after each annual payment, and with such payments commencing on a
date that is on or after the sixth anniversary of his Distribution Event as
elected in writing by the Designated Employee (and delivered to the
Compensation Committee) prior to his Distribution Event. Payments shall be
made not later than two and one-half months after the date the payment is
due.
(d) If the Distribution Event was an event specified in Section 1.11(b),
any remaining Plan benefit shall be paid in a lump sum to the Designated
Employee's Beneficiary as soon as administratively feasible after the first
day of the seventh month following the date of the Distribution Event; the
amount of the Plan benefit payable in this circumstance shall be the
Designated Employee's Vested Interest in his Account balance as of the date
of his death, as adjusted for any gains or losses to the Account after the
date of the Designated Employee's death. Payment shall be made not later
than two and one-half months after the date such payment is due.
5.4 Death Benefit Payable Before Benefit Commencement. If a Designated Employee
dies before the commencement of his Plan benefit payable pursuant to Section
5.3(a), (b), or (c), his entire Plan benefit, as adjusted for any gains or
losses to the Account prior to and after the date of the Designated Employee's
death, shall be paid in a lump sum to his Beneficiary as soon as
administratively feasible (but not more than two and one-half months) following
the date on which the Designated Employee's Plan benefit would have commenced
had he not died.
5.5 Death Benefit Payable After Benefit Commencement. If a Designated Employee's
Plan benefit has commenced pursuant to Section 5.3(a), (b), or (c), and the
Designated Employee dies prior to the completion of his Plan benefit payments,
any remaining Plan benefit, as adjusted for any gains or losses to the Account
after the date of the Designated Employee's death, shall be paid in a lump sum
to his Beneficiary as soon as administratively feasible (but not more than two
and one-half months) following the Designated Employee's death.
ARTICLE VI - ADMINISTRATION AND MISCELLANEOUS
6.1 No Trust. Nothing contained in this Plan, and no action taken pursuant to
the provisions hereof, shall create or be deemed to create a trust of any kind,
or a fiduciary relationship between the Company and any Designated Employee or
Beneficiary. To the extent that any person acquires a right to receive benefits
under this Plan, such right can be no greater than the right of
6
any other unsecured general creditor of the Company and such person shall have
no claim on, or any beneficial interest in, any assets of the Company. The
Company may purchase life insurance or establish bookkeeping reserves or any
funding media, including grantor trusts, to cover its obligation to make the
payments contemplated under this Plan, but any insurance policies or amounts
designated in such bookkeeping reserves or contained in such funding media as
are established shall remain solely the property of the Company, and shall be
subject to the claims of the creditors of the Company until actually paid to the
Designated Employee or Beneficiary.
6.2 Funding Arrangements. It is the intention of the Company that the amounts
credited under this Plan shall be unfunded for purposes of the Code and Title I
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
All such amounts shall continue for all purposes to be part of the general funds
of the Company and the Plan shall constitute a mere promise by the Company to
make benefit payments in the future. The Company may, but is not required to,
deposit in an account or a trust amounts sufficient to pay benefits under the
Plan. Any trust created by the Company and any assets held by the trust to
assist the Company in meeting its obligations under the Plan shall conform to
the terms of the model trust as described in Rev. Proc. 92-64, or pursuant to
such subsequent guidance as may be provided by the Internal Revenue Service. Any
amounts deposited in such a trust shall be subject to the Company's general
creditors in the event of its insolvency as defined in the trust agreement or
under such other circumstances as may be specified by such agreement. The
Company may, in its sole Discretion, directly purchase, or cause a trust to
purchase, with the trustee's consent, to purchase, such insurance products as it
may deem appropriate to assist it in providing for the benefits contemplated
under the Plan.
6.3 Investment of Account.
(a) Designated Employees. In the event the Company purchases insurance
products (directly or through a trust) or otherwise deposit sums in an
account or trust to pay benefits under the Plan pursuant to Section 6.2
(Funding Arrangements), the Company may, in its sole and absolute
discretion, permit a Designated Employee to indicate to the Company, or its
delegee (such as, an insurer or a third-party administrator), the
investment option(s) to apply to his Account. The indicated investment
option(s) shall be the standard by which the value of the Participant's
notional Account under this Plan shall be measured for all purposes,
including the determination of his Plan benefit amount under Section 5.1(a)
(Benefit Amount). Notwithstanding the foregoing, the Company shall retain
the right to accept or not accept such indications or directions, as the
case may be, regarding the investment of any Account under the Plan.
(b) Available Investment Options. The Company may offer such investment
options as it determines in the exercise of its sole and absolute
discretion. The Company may offer additional investment options or
eliminate investment options as it determines in the exercise of its sole
and absolute discretion. The investment method provided for in Section
6.3(d) (Default Investment Indication or Direction) shall be available to a
Participant as an investment option for all or a part of his Account.
7
(c) Transmission of Investment Directions. A Participant's indication or
direction of his investment option(s) must be (1) communicated in writing
to the Company, the trustee (if any) or the Company's delegee (if any), or
through another medium approved by the Company, the trustee (if any) or the
Company's delegee (if any), (2) effective prospectively only, and only as
to investment options available for deemed investment after the direction
is transmitted, and (3) effective as promptly as practicable after receipt
by the Company, the trustee (if any) or the Company's delegee (if any).
Until a deemed investment direction becomes effective, the Company, the
trustee (if any) and the Company's delegee (if any) shall be fully
protected in following the Designated Employee's previous deemed investment
direction that is to be superseded by his new deemed investment direction.
(d) Default Investment Indication or Direction. In the event that a
Designated Employee declines or fails to indicate or direct the investment
option(s) with respect to his Account, his Account shall be deemed to be
invested in a stable value fund, money market fund, or in the absence of
either investment option, in any fixed income (i.e., bond or similar
non-equity investment option) investment option, as the Company, in its
sole and absolute discretion may determine to measure the amount of the
Designated Employee's Account balance.
(e) Losses Under the Plan. The Company, the trustee (if any) and the
Company's delegee (if any) shall not be accountable or liable for any
deemed investment losses credited to a Participant's Account incurred by
virtue of implementing the Participant's indication or deemed direction (or
lack thereof, including any deemed direction under paragraph (d) of this
Section 6.3) of the investment option(s) for his Account or due to any
reasonable administrative delay in implementing such directions.
6.4 Spendthrift Provision. Benefits, payments, proceeds, claims, rights, or
interest of a Designated Employee or Beneficiary to or under this Plan shall not
be subject in any manner to any claims, attachments or encumbrances due to the
death, contracts, liabilities, engagements or torts of the Designated Employee
or his Beneficiary, directly or indirectly, or be subject to any claim of any
creditor of the Designated Employee or his Beneficiary, through legal process or
otherwise. No Designated Employee or Beneficiary shall be able or be permitted
to transfer, encumber, pledge, anticipate, alienate, sell, or assign any such
benefits, payments, proceeds, claims, rights or interest, contingent or
otherwise.
6.5 No Liability of Officers. No officer or Employee of the Company shall be
liable to any person for any action taken or omitted in connection with the
administration of this Plan unless attributable to his own fraud or willful
misconduct, nor shall the Company be liable to pay any person for any such
action unless attributable to fraud or willful misconduct on the part of a
director, officer or Employee of the Company.
6.6 Successors, Etc. The Plan shall be binding upon and benefit the Company and
its successors, and the Designated Employees and Beneficiaries in accordance
with and subject to the terms of this Plan.
6.7 Independent Provisions. Each provision of this Plan shall be independent of
and separable from every other provision of this Plan and should any provision
of the Plan be deemed or be declared to be contrary to or unenforceable under
any law, whether constitutional, statutory or otherwise, all of the remaining
provisions of this Plan shall remain in full force and effect.
8
6.8 Governing Law. This Plan shall be governed in all respects, whether as to
validity, construction, capacity, performance or otherwise, under the laws of
the State of Michigan, except to the extent superseded by federal law.
6.9 Gender and Number. Wherever reasonably necessary, pronouns of any gender
shall be deemed synonymous, as shall singular and plural pronouns.
6.10 No Employment Rights. Nothing contained in this Plan shall be construed as
conferring on a Designated Employee the right to continue in the employ of the
Company as an executive or in any other capacity.
6.11 Amendment and Termination of Plan. The Company reserves the right to amend
or terminate the Plan at any time, without the consent of any Designated
Employee or Beneficiary; provided, however, that no Plan amendment or
termination shall affect the Designated Employee's Vested Interest, if any, in
his Account. In the event the Plan is terminated, the Company will immediately
distribute to each Designated Employee the entire Vested Interest in his Account
regardless of the payment schedule set forth in Article V (Benefits and
Payment), but only to the extent permitted by Code Section 409A and any Internal
Revenue Service guidance or regulations issued thereunder.
6.12 Interpretation. The Compensation Committee (or its delegate) shall have
exclusive and final authority and Discretion with respect to the interpretation
and implementation of the terms and provisions of the Plan and may establish,
adopt or amend such procedures or practices as it deems necessary, helpful or
appropriate, in its sole and absolute Discretion, for purposes of administering
the Plan. The Compensation Committee shall be entitled to rely conclusively upon
all tables, valuations, certificates, opinions, and reports furnished to it by
any actuary, controller, accountant, counsel, or any other person employed by
the Compensation Committee with respect to the Plan. All decisions of the
Compensation Committee shall be final, conclusive, and binding on all parties.
6.13 Notices to Designated Employees. Any failure of the Company to provide any
notice or other information, or correct notice or other information, to a
Designated Employee or Beneficiary as provided for in the Plan shall not operate
to give the Designated Employee or Beneficiary any additional benefit or right
under the Plan.
6.14 Benefit Claims. In the event a Designated Employee or Beneficiary (a
"claimant") believes that he should receive benefits different in amount or
character from what was received the claimant must make a written claim for such
benefits to the Compensation Committee within 60 days from the date payments
were refused. The Compensation Committee shall review the written claim and, if
the claim is denied in whole or in part, shall provide written notice to the
claimant of the denial within 90 days of receipt of the claim. The notice shall
provide specific reasons for the denial, including reference to the provisions
of the Plan upon which the denial is based, and shall indicate any additional
material or information necessary to perfect the claim and an explanation of why
such material or information is necessary. The notice shall provide
9
information about the additional steps to be taken if a further review of the
claim denial is desired, including the time limits applicable to such steps and
a statement of the claimant's right to bring a civil action under Section 502(a)
of ERISA. A claimant wishing to appeal the denial of a claim for benefits must
do so in writing to the Compensation Committee within 60 days after the first
claim denial. A claimant may review the Plan and any documents relating to it
free of charge, and may submit written issues and comments, as he may feel
appropriate. The Compensation Committee shall review the claim appeal and
provide a written decision to the claimant with 60 days following its receipt of
the claim appeal. The decision shall state the specific reasons for the
decision, shall include reference to specific Plan provisions on which the
decision is based, and shall include a statement that the claimant is entitled
to receive, upon request and free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to the claimant's
claim for benefits. The decision shall also include a statement describing the
voluntary arbitration procedure described in this Section 6.14, and a statement
of the claimant's right to bring a civil action under Section 502(a) of ERISA.
If the claimant continues to dispute the decision of the Compensation Committee
on appeal, the claimant may submit the dispute to a board of arbitration for
final decision. The board of arbitration shall consist of one member selected by
the claimant, one member selected by the Compensation Committee, and a third
member selected by the first two members. The board of arbitration shall operate
under any generally recognized set of arbitration rules. The Company and the
claimant (and his heirs, personal representatives, successors and assigns) shall
be bound by the decision of such board of arbitration with respect to any
controversy properly submitted to it for determination. The Company shall pay
the costs of the arbitration board; the Company shall not pay any attorney's
fees, travel expenses, or other cost or expense incurred by the claimant in
relation to any claim made under this Section 6.14. The location of any
arbitration proceeding under this Section 6.14 shall be Detroit, Michigan. An
authorized representative of the claimant may act on his behalf for purposes of
the claims submission and review procedures set forth in this Section 6.14. The
Compensation Committee shall require the claimant or the authorized
representative to provide sufficient evidence of the authorized representative's
authority to act on behalf of the claimant for purposes of the claims submission
and review procedures set forth in this Section 6.14.
IN WITNESS WHEREOF, the Company hereby adopts this amendment and restatement of
the United American Healthcare Corporation Supplemental Executive Retirement
Plan for the benefit of eligible Designated Employees this 9th day of November,
2006.
UNITED AMERICAN HEALTHCARE CORPORATION
(the "Company")
By: /s/ Stephen D. Harris
------------------------------------
Its: Executive Vice President, CFO
and Treasurer
10
SCHEDULE A TO THE UNITED AMERICAN HEALTHCARE CORPORATION SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
DATE PARTICIPANT
DATE OF ENTRY SERVICE CEASED PLAN
DESIGNATED INTO PLAN DATE OF BIRTH REQUIREMENT PARTICIPATION
EMPLOYEE (DD/MM/YYYY) (DD/MM/YYYY) (WHOLE YEARS) (MM/DD/YYYY)
----------------- ------------- ------------- ------------- ----------------
1. WILLIAM C. BROOKS 01/01/2005 08/21/1933 3
2. OSBIE HOWARD 01/01/2005 02/09/1943 5 04/15/2005
3. STEPHEN HARRIS 01/01/2005 10/14/1971 13
4. LORENZO HARRIS 01/01/2005 02/17/1950 8 08/05/2005
5. STEPHANIE DOWELL 01/01/2005 06/04/1962 13
6. MYLA JOHNSON 01/01/2005 06/20/1955 13
7. STACIE HILL 01/01/2005 05/14/1969 13
8. BARETTA NORTHERN 04/24/2006 13
11