Pathways Inc.

“All management duties such as tenant screening, fiscal management, janitorial, and facilities management are contracted for with the parent company, Gateway Healthcare, Inc.”

“Gateway Healthcare, Inc. (Gateway) is the sole corporate member of Pathways. Effective July 1, 2013, Lifespan Corporation (Lifespan) became the sole corporate member of Gateway.”

“The bylaws of Pathways confer certain reserved powers upon Lifespan to provide it with the means of effective oversight, coordination, and support of the system. Powers reserved to Lifespan include: to elect and remove trustees and to approve the election of and removal of certain officers. At each annual meeting of Pathways' Board of Trustees, a list is compiled of the names of those persons selected to serve as Trustees of Pathways so that it can be approved and submitted to Lifespan for ratification and election.”

“Lifespan has the responsibility for planning, directing, and establishing policies intended to assure the development and delivery of quality health services on an integrated, cost-effective basis. Powers reserved to Lifespan, in addition to those noted above, include: to approve amendment of the Articles of Incorporation and Bylaws and other charter documents; to approve strategic plans; to approve investment policies and any capital or operating budgets or material non-budgeted expenditures; and to authorize incurrence or guaranty of material indebtedness.”

“The preparation and filing of the Form 990 and supporting schedules is the responsibility of the Chief Financial Officer (CFO) of Gateway Healthcare, Inc. and Affiliates (Gateway). Preparation of the Form 990 is initiated by the Gateway Finance Department staff upon completion of the annual independent financial statement audit. A draft of the Form 990 is then provided to the Lifespan Tax Compliance Manager for review and in turn is forwarded to the organizations independent external accounting firm, KPMG, for further review and recommendation. After these reviews, once the draft Form 990 has been updated, the Gateway CFO receives the return with all supporting worksheets for final management review. During the final management review, the Form 990 is provided to the Executive Vice President & CFO of Lifespan Corporation and Affiliates for feedback and any questions are discussed with KPMG, if necessary. Prior to filing Form 990 with the Internal Revenue Service, the CFO of Gateway will provide an electronic copy of the tax return to the Board and address the highlights of the organization for the year covered. Questions and comments from the Board to the CFO are then addressed prior to filing of the tax return. The Form 990 is then finalized to include any modifications based on comments from the Board and the Gateway CFO is authorized to file the Form 990.”

“Lifespan Corporation has a Conflict of Interest Policy that is applicable to all affiliates, including Pathways, and administered by Lifespan's Corporate Compliance Department as follows: Each designated person subject to Lifespan's conflict of interest policy is required to provide Lifespan with an initial disclosure statement and thereafter, an annual statement attesting that: (i) the designated person has read and is familiar with this policy, and (ii) the designated person and, to the best of his/her knowledge, family members, have not in the past engaged in, are not presently engaging in, or plan to engage in, any activity which contravenes this policy.If, at any time during the course of employment or association, a designated person has reason to believe that an existing or contemplated activity may contravene this policy, the person shall submit a full written description of the activity to the Lifespan Compliance Officer or the Office of the General Counsel to seek a determination as to whether the contemplated activity does or does not contravene this policy. This requirement shall be acknowledged as part of the annual performance evaluation process. If the activity in question involves either the Chief Executive Officer, the Senior Vice President and General Counsel, or a Trustee, a full written disclosure must be made to, and a determination sought from, the Chairman of the Board of Directors of Lifespan Corporation.Annually, the Lifespan Compliance Officer shall review and report to the Lifespan Executive Corporate Compliance Committee and to the Lifespan Audit and Compliance Committee on the administration of this policy.Failure on the part of any designated person to comply with this policy, including failure to submit in a timely fashion the conflict of interest disclosure statement, will be grounds for removal from his/her position and/or termination of his/her employment with Lifespan.”

“The organization makes its governing documents, conflict of interest policies, financial statements, and Form 990 returns available upon request. The organization will furnish copies to people who come to the administrative office during normal business hours or request a copy by U.S. mail.”

“EXECUTIVE COMPENSATIONLifespan's executive compensation philosophy balances appropriate stewardship of resources and the need to be competitive in recruiting and retaining talented individuals. It incorporates market-competitive and performance-related principles, and covers the President and CEO of Lifespan as well as other officers, senior management, and key employees, including the President and the CFO of Pathways. Lifespan's executive compensation program complies with both law and contemporary ethical norms, and is administered consistent with the organization's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code (IRC) and the avoidance of transactions subject to intermediate sanctions under Section 4958 of the IRC. Executive compensation is also administered consistent with Lifespan's Corporate Compliance Policy on Excess Benefit Transactions.The Compensation Committee of the Lifespan Corporation Board of Directors (the Committee), comprised of disinterested Lifespan and affiliate Board members, is responsible for diligent oversight of executive compensation to ensure compliance with IRC requirements. Its duties include:* Approving eligibility for participation in the executive compensation program * Approving changes in compensation for existing executive participants * Approving guidelines, such as salary ranges and contract terms, on appropriate levels of compensation for other key employees* Approving new, and modifying or terminating existing, executive compensation plans including, but not limited to, annual incentive and executive benefit plans* Approving performance objectives associated with Lifespan's annual incentive plan, including measuring points, and using audited actual performance relative to these objectives as a precondition to approving the payment of any awards under the plan* Authorizing periodic performance benchmark studies to be conducted for purposes of assessing Lifespan's performance within the healthcare industry and the degree to which total remuneration levels at Lifespan are generally commensurate with Lifespan performance relative to healthcare industry performance* Conducting an annual performance review of Lifespan's Chief Executive Officer. The Chair of the Committee conducts and documents this review, based on his/her observations and interpretation of feedback from members of the Board of Directors* Selecting and engaging qualified, independent, third party compensation valuation consultants that the Committee charges with rendering opinions with respect to the reasonableness and comparability of compensation as well as the comparative organizations against which compensation is assessed, in accordance with relevant sections of the IRC and Lifespan's executive compensation philosophy. The independent consultants are not engaged by management to perform any services for Lifespan without prior approval by the Committee.Lifespan's Chief Executive Officer works closely with the Committee to make recommendations on the above topics and keep the Committee informed about contemplated compensation changes for executives and other key employees, as well as candidates for these roles. The CEO also provides periodic updates to the Committee regarding Lifespan's performance relative to compensation-related performance objectives. The Committee's deliberations and actions are documented in minutes prepared for each meeting.PROCESS FOR DETERMINING COMPENSATION Valuation of Total Cash and Total Remuneration: No less frequently than annually, the Committee receives and reviews a total cash compensation valuation of all existing executive compensation program participants prepared by its independent compensation consultant. Annually, the Committee also receives and reviews a total remuneration valuation of all existing executive compensation participants.Base Salary Actions: The CEO recommends any salary adjustments for participants in the executive compensation program, using th”

“Pathways, Inc. (Pathways) is organized for charitable purposes to provide elderly persons with low income housing facilities and access to services which are specifically designed to meet their physical, social, and physiological needs and to promote their health, security, and happiness.”

“Pathways is organized for charitable purposes to provide elderly persons with low income housing facilities and access to services which are specifically designed to meet their physical, social, and physiological needs and to promote their health, security, and happiness.”