Team Health, Inc. Non-qualified Supplemental Executive Retirement Plan

Exhibit 10.9


Revised -November 10, 2003 TEAM HEALTH, INC.

NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective January 1, 2004

Revised -November 10, 2003

TABLE OF CONTENTS

ARTICLE I - INTRODUCTION 1

1.1 Purpose of Plan 1

1.2 Status of Plan 1 ARTICLE II - DEFINITIONS 1 ARTICLE III - PARTICIPATION 3

3.1 Commencement of Participation 3

3.2 Contents of Election Form 3 ARTICLE IV - CONTRIBUTIONS 4

4.1 Participant Contributions 4

4.2 Employer Contributions 5 ARTICLE V - ACCOUNTS 5

5.1 Accounts 5

5.2 Statement of Accounts 6

5.3 Investments 6 ARTICLE VI - VESTING 6

6.1 General 6

6.2 Termination of Employment for Cause 6 ARTICLE VII - PAYMENT OF BENEFITS 6

7.1 Time and Form of Payment 6

7.2 Retirement 7

7.3 Termination of Employment 7

7.4 Disability 7

7.5 In-Service Withdrawals and Hardship Distributions 7

7.6 Death 8

7.7 Beneficiary 8

7.9 Withholding of Taxes 9 ARTICLE VIII - PLAN ADMINISTRATION 9

8.1 Company Duties 9

8.2 Plan Administration and Interpretation 9

8.3 Powers, Duties, Procedures, Etc. of Plan Administrator 9

8.4 Information 10

8.5 Indemnification of the Plan Administrator 10

8.6 Plan Administration Expenses 10

8.7 Claims Procedure 10 ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN 12

9.1 Amendments 12

9.2 Termination of Plan 12

9.3 Existing Rights 12 ARTICLE X - MISCELLANEOUS 13

10.1 No Funding 13

10.2 Nonassignability 13

10.3 Acceleration Of Benefits Based On Company' s Financial Hardship 13

10.4 Location of Participant or Beneficiary Unknown 13

Draft- November 10, 2003

10.5 Employment Status 14

10.6 Participants Bound 14

10.7 Receipt and Release 14

10.8 Governing Law 14

10.9 Validity and Severability 14

10.10 Headings and Subheadings 15

Revised -November 10, 2003

ARTICLE I - INTRODUCTION

1.1 PURPOSE OF PLAN

Team Health, Inc. (the " Company" ) intends and desires by the adoption of the Team Health, Inc. Non-Qualified Supplemental Executive Retirement Plan (the " SERP" or the " Plan" ) to recognize the value to the Company and to its affiliated employers of the past and present services of individuals covered by the Plan and to encourage and assure their continued service with the Company by making additional provisions for their retirement security through the accumulation of deferred compensation and discretionary Employer Contributions in addition to amounts accumulated in the qualified plans sponsored by the Company.

The Plan is intended to provide a select group of management and highly compensated employees of the Company, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (" ERISA" ), with the opportunity to defer a portion of their Compensation and to receive any discretionary Employer Contributions made by the Company and to have these contributions treated as if invested in specified investments. The Plan shall be effective with respect to Compensation received and Employer Contributions made on and after January 1, 2004.

1.2 STATUS OF PLAN

The Plan is intended to be " a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of Sections 201(2) and 301(a)(3) of ERISA, and to provide for deferral of constructive receipt and federal income taxation of contributions to the Plan, and the Plan shall be interpreted and administered to the extent possible in a manner consistent with that intent. ARTICLE II - DEFINITIONS

Whenever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

2.1 ACCOUNT means, for each Participant, the bookkeeping account established by the Company into which the Company may make contributions in accordance with Article IV.

2.2 BENEFICIARY means the person, persons or entity designated by the Participant to receive any benefits payable under the Plan pursuant to Section 7.7.


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Draft- November 10, 2003

2.3 CODE means the Internal Revenue Code of 1986, as amended. Reference to any provision of the Code or regulation (including a proposed regulation) thereunder shall include any successor provisions or regulations.

2.4 COMPANY means Team Health, Inc., any successor to all or a major portion of the Company' s assets or business which assumes the obligations of the Company, and each other entity that is affiliated with the Company which adopts the Plan with the consent of the Company, provided that the Company shall have the sole power to amend this Plan and shall be the Plan Administrator if no other person or entity is so serving at any time.

2.5 COMPENSATION means total Compensation, including bonuses, reportable on a Participant' s Form W-2, plus amounts not includible in taxable income by virtue of a salary reduction agreement entered into by the Participant pursuant to Sections 125 and/or 402 of the Code. Compensation includes amounts not includible in taxable income by virtue of deferral under this Plan. Compensation does not include amounts included as taxable income upon distribution or constructive receipt of any amount from this Plan.

2.6 EARLY RETIREMENT means the first day of the month following the date of a Participant' s retirement from service with the Company after the Participant has attained age 55 but prior to Normal Retirement.

2.7 EFFECTIVE DATE of the Plan means January 1, 2004.

2.8 ELECTION FORM means the form to be submitted by each Participant regarding his or her specific elections made under the Plan as set forth in Section 3.2.

2.9 ELIGIBLE EMPLOYEE means an employee of the Company who meets the eligibility criteria of the Plan as established by the Company. 2.10 EMPLOYER CONTRIBUTION means a discretionary contribution made by the Company on behalf of any Eligible Employee into an Account in accordance with Section 4.2.

2.11 ERISA means the Employee Retirement Income Security Act of 1974, as amended.

2.12 EXECUTIVE COMMITTEE means the committee responsible for the implementation, oversight and administration of the Plan as selected by the Board of Directors of the Company.

2.13 INSOLVENT means either (a) the Company is unable to pay its debts as they become due, or (b) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

2.14 INVESTMENTS means the investment fund options selected by the Plan Administrator that are used to measure the return credited to a Participant' s Account.


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Draft- November 10, 2003 2.15 LATE RETIREMENT DATE means retirement from the service of the Company after a Participant has attained age 65 which becomes effective as of the first day of the month following the date the Participant terminates service with the Company.

2.16 NORMAL RETIREMENT means retirement from the service of the Company which becomes effective as of the first day of the month following a Participant' s attainment of age 65.

2.17 PARTICIPANT means any Eligible Employee who participates in the Plan in accordance with Article III. 2.18 PLAN means the Team Health, Inc. Non-Qualified Supplemental Executive Retirement Plan and all amendments thereto. 2.19 PLAN ADMINISTRATOR means the person, persons or entity designated by the Executive Committee to administer the Plan. If no such person or entity is so serving at any time, the Executive Committee shall be the Plan Administrator.

2.20 PLAN YEAR means the 12-month period beginning January 1 and ending December 31. 2.21 RETIREMENT means the voluntary termination of employment of a Participant from the Company due to Early, Normal or Late Retirement. 2.22 TRUST means the rabbi trust established by the Company and administered by the Trustee to accumulate the assets for the benefits provided by the Plan. 2.23 TRUSTEE means the trustee of the Plan' s Trust.

ARTICLE III - PARTICIPATION

3.1 COMMENCEMENT OF PARTICIPATION

An Eligible Employee shall become a Participant in the Plan upon designation by the Executive Committee. A Participant shall be required to make an election as to the form of his or her contribution, distribution, preferred initial Investments, and may designate a beneficiary on the Election Form.

3.2 CONTENTS OF ELECTION FORM

The Company provides an Election Form to be completed by a Participant which contains the following information:


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Draft- November 10, 2003 (1) Contribution Election. The contribution election sets forth the amount a Participant elects to contribute to the Plan on a voluntary basis; (2) Distribution Election. The distribution election sets forth the distribution option elected by the Participant of his or her Account upon the Participant' s separation from service with the Company and the manner in which payments are to be made which may be in a lump-sum or in annual installments over a period of up to ten years, subject to the provisions of Article VII; (3) Investment Election. The investment election sets forth the initial Investments elected by the Participant; and (4) Designation of Beneficiary. The designation of beneficiary sets forth the Beneficiary or Beneficiaries elected by the Participant to receive payments under the Plan in the event of the Participant' s death and the distribution option selected by the Participant for the Participant' s surviving Beneficiary or Beneficiaries.

ARTICLE IV - CONTRIBUTIONS

4.1 PARTICIPANT CONTRIBUTIONS

(a) Within the thirty-day (30) period prior to the beginning of each calendar year, each eligible Participant shall elect what percentage, if any, of his or her total Compensation such Participant desires to have credited to his or her Plan Account for such calendar year. Such election may not exceed such limits prescribed by the Company in the current Contribution Election form. Amounts subject to the election shall be credited as soon as administratively feasible following the date such Participant would have otherwise received such Compensation but for such election.

(b) Notwithstanding the preceding paragraph, in the calendar year during which an Eligible Employee is first eligible to participate hereunder, he or she may make such election within the first two weeks next following the date he or she first became eligible to participate hereunder, provided such election shall apply only to Compensation earned subsequent to the date such election is made. Such election shall apply with respect to Compensation earned during the remainder of the calendar year in which such election is made.

(c)

Once an election is made pursuant to the provisions of this Section 4.1, the Participant shall not increase or decrease such election for the remainder of the calendar year to which such election relates, provided that a Participant may revoke such election with respect to amounts which he or she has not yet earned as of the date of revocation in connection with the occurrence of an approved unforseeable emergency with respect to


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Draft- November 10, 2003

which a Participant has requested accelerated distribution of his Plan interests pursuant to Section 7.5 hereof. If a Participant revokes an election pursuant to this paragraph, such Participant may not again elect to participate i ...