{"id":39223,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-healthsouth-corp-and-anthony-j-tanner.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-healthsouth-corp-and-anthony-j-tanner","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-healthsouth-corp-and-anthony-j-tanner.html","title":{"rendered":"Employment Agreement &#8211; HealthSouth Corp. and Anthony J. Tanner"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n          EMPLOYMENT  AGREEMENT,  dated as of April 1, 1998 (this  'Agreement'),\nbetween HEALTHSOUTH  Corporation,  a Delaware  corporation (the 'Company'),  and\nANTHONY J. TANNER, a resident of Hoover, Alabama (the 'Executive').\n\n                              W I T N E S S E T H:\n\n          WHEREAS, the Company provides comprehensive rehabilitative,  clinical,\ndiagnostic and surgical healthcare services;\n\n          WHEREAS,  the  Executive  is a founder  of the  Company  and serves as\nExecutive Vice President - Administration  and Secretary of the Company and as a\nmember of its Board of Directors; and\n\n          WHEREAS, the Company wishes to assure itself of the continued services\nof the  Executive  so that it will have the  continued  benefit of his  ability,\nexperience and services, and the Executive is willing to enter into an agreement\nto that end, upon the terms and conditions hereinafter set forth.\n\n          NOW,  THEREFORE,  in consideration of good and valuable  consideration\nthe receipt and sufficiency of which are hereby acknowledged, the parties hereby\ncovenant and agree as follows:\n\n     1. EMPLOYMENT\n\n          The Company hereby agrees to continue to employ the Executive, and the\nExecutive  hereby agrees to remain in the employ of the Company,  on and subject\nto the terms and conditions of this Agreement.\n\n     2. TERM\n\n               (a) The period of this  Agreement  (the  'Agreement  Term') shall\ncommence as of the date hereof (the  'Effective  Date') and shall  expire on the\nthird   anniversary  of  the  Effective   Date.  The  Agreement  Term  shall  be\nautomatically  extended  for an  additional  year  on  each  anniversary  of the\nEffective  Date,  unless written notice of  non-extension  is provided by either\nparty to the other party at least 90 days prior to such anniversary.\n\n               (b) The period of the Executive's employment under this Agreement\n(the  'Employment  Period')  shall  commence as of the Effective  Date and shall\nexpire at the end of the Agreement Term,  unless sooner terminated in accordance\nwith the terms and conditions of this Agreement.\n\n     3. POSITION, DUTIES AND RESPONSIBILITIES\n\n               (a) The Executive shall serve as, and with the title,  office and\nauthority of, the Executive Vice President - Administration and Secretary of the\nCompany and as a member of the Board of Directors  of the Company (the  'Board')\nand shall report  directly to the Chief  Executive  Officer of the Company.  The\nExecutive  shall  also hold  similar  titles,  offices  and  authority  with the\nCompany's subsidiaries and\/or their successors. The Company shall use its\n\n\n\n\n\n\nbest efforts to cause the Executive to be nominated and elected (or  renominated\nand reelected, as the case may be) during the Employment Period as a director of\nthe Company and its subsidiaries or their successors.\n\n               (b) The Executive shall have all of the powers, authority, duties\nand responsibilities  usually incident to the positions and offices of Executive\nVice President Administration and Secretary of the Company.\n\n               (c) The  Executive  agrees  to  devote  substantially  all of his\nbusiness  time,  efforts  and  skills  to  the  performance  of his  duties  and\nresponsibilities under this Agreement;  provided,  however, that nothing in this\nAgreement shall preclude the Executive from devoting reasonable periods required\nfor  (i)  participating  in  professional,  educational,  philanthropic,  public\ninterest, charitable, social or community activities, (ii) serving as a director\nor member of an advisory  committee of any  corporation or other entity that the\nExecutive is serving on as of the  Effective  Date or any other  corporation  or\nentity that is not in direct  competition with the Company or (iii) managing his\npersonal investments,  provided that such activities do not materially interfere\nwith the  Executive's  regular  performance  of his duties and  responsibilities\nhereunder.\n\n     4. PLACE OF PERFORMANCE\n\n         The Executive shall perform his duties at the principal  offices of the\nCompany located at One HealthSouth Parkway,  Birmingham,  Alabama, but from time\nto time the Executive may be required to travel to other locations in the proper\nconduct of his responsibilities under this Agreement.\n\n     5. COMPENSATION AND BENEFITS\n\n         In consideration  of the services  rendered by the Executive during the\nEmployment  Period,  the Company  shall pay or provide the Executive the amounts\nand benefits set forth below.\n\n               (a) Salary.  The Company  shall pay the  Executive an annual base\nsalary (the 'Base Salary') of at least  $375,000.  The  Executive's  Base Salary\nshall be paid in arrears in substantially  equal installments at monthly or more\nfrequent  intervals,  in  accordance  with the normal  payroll  practices of the\nCompany.  The Executive's Base Salary shall be reviewed at least annually by the\nCompensation   Committee  of  the  Board  (the  'Compensation   Committee')  for\nconsideration  of appropriate  merit increases and, once  established,  the Base\nSalary shall not be decreased during the Employment Period.\n\n               (b) Incentive  Plans.  The  Executive  shall  participate  in all\nannual and long-term  bonus or incentive  plans or  arrangements  in which other\nsenior  executives  of  the  Company  of a  comparable  level  are  eligible  to\nparticipate from time to time,  including,  without  limitation,  any management\nbonus pool arrangement.  The Executive's  incentive  compensation  opportunities\nunder such plans and  arrangements  shall be determined from time to time by the\nCompensation Committee.\n\n               (c)   Equity   Incentives.   The   Executive   shall   be   given\nconsideration, at least annually, by the Compensation Committee for the grant of\noptions to purchase shares of the common stock of the Company. In addition,  the\nExecutive shall be entitled to receive awards\n\n\n                                        2\n\n\n\n\n\n\nunder any stock option,  stock purchase or equity-based  incentive  compensation\nplan or  arrangement  adopted by the  Company  from time to time for which other\nsenior  executives  of  the  Company  of a  comparable  level  are  eligible  to\nparticipate.  The Executive's  awards under such plans and arrangements shall be\ndetermined from time to time by the Compensation Committee.\n\n               (d)  Employee  Benefits.  The  Executive  shall  be  entitled  to\nparticipate in all employee benefit plans,  programs,  practices or arrangements\nof the Company in which other senior  executives  of the Company of a comparable\nlevel  are  eligible  to  participate  from  time to  time,  including,  without\nlimitation,  any qualified or non-qualified pension,  profit sharing and savings\nplans, any death benefit and disability benefit plans, and any medical,  dental,\nhealth and welfare plans. Without limiting the generality of the foregoing,  the\nCompany shall provide the Executive with the following:\n\n                    (i) long-term  disability insurance coverage paying benefits\n               equal to at least  60% of the  Executive's  Base  Salary  for the\n               duration of any permanent and total  disability of the Executive;\n               and\n\n                    (ii)  continued  provision of  split-dollar  life  insurance\n               coverage.\n\n\n               (e) Fringe  Benefits  and  Perquisites.  The  Executive  shall be\nentitled to continuation of all fringe benefits and perquisites  provided to the\nExecutive on the  Effective  Date,  and to all fringe  benefits and  perquisites\nwhich are generally made available to other senior  executives of the Company of\na comparable  level from time to time.  Without  limiting the  generality of the\nforegoing, the Company shall provide the Executive with the following:\n\n                    (i) provision of executive offices and secretarial staff;\n\n                    (ii) vacation in accordance with Company's  policy for other\n               senior executives of a comparable level;\n\n                    (iii) provision of a  non-accountable  automobile  allowance\n               equal to $500 per month; and\n\n                    (iv)  reimbursement  of  all  reasonable  travel  and  other\n               business expenses and disbursements  incurred by the Executive in\n               the performance of his duties under this  Agreement,  upon proper\n               accounting in accordance with the Company's  normal practices and\n               procedures for reimbursement of business expenses.\n\n     6. TERMINATION OF EMPLOYMENT\n\n         The Employment  Period will be terminated  upon the happening of any of\nthe following events:\n\n               (a)  Resignation.  The  Executive may  voluntarily  terminate his\nemployment hereunder for any reason at any time.\n\n               (b)  Termination  for  Cause.   The  Company  may  terminate  the\nExecutive's\n\n\n                                        3\n\n\n\n\n\n\nemployment  hereunder for Cause.  For purposes of this Agreement,  the Executive\nshall be considered  to be  terminated  for 'Cause' only if (i) the Executive is\nfound, by a  non-appealable  order of a court of competent  jurisdiction,  to be\nguilty of a felony under the laws of the United  States or any state  thereof or\n(ii) the Executive is found, by a  non-appealable  order of a court of competent\njurisdiction,  to have committed a fraud, which has a material adverse effect on\nthe Company. However, in no event shall the Executive's employment be considered\nto have been  terminated for 'Cause'  unless and until the Executive  receives a\ncopy of a resolution duly adopted by the  affirmative  vote of a majority of the\nBoard at a meeting  called and held for such purpose (after  reasonable  written\nnotice is provided to the Executive setting forth in reasonable detail the facts\nand  circumstances  claimed to provide a basis of termination  for Cause and the\nExecutive is given an opportunity, together with counsel, to be heard before the\nBoard)  finding that the  Executive is guilty of acts or omissions  constituting\nCause.\n\n               (c) Termination  other than for Cause. The Company shall have the\nright to terminate the  Executive's  employment  hereunder for any reason at any\ntime,  including for any reason that does not constitute  Cause,  subject to the\nconsequences of such termination as set forth in this Agreement.\n\n               (d)  Disability.   The  Executive's  employment  hereunder  shall\nterminate  upon his  Disability.  For purposes of this  Agreement,  'Disability'\nshall mean the  inability of the  Executive to perform his duties to the Company\non account of physical or mental  illness for a period of six  consecutive  full\nmonths,  or for a period of eight full months  during any 12-month  period.  The\nExecutive's  employment  shall  terminate  in such a case on the last day of the\napplicable  period;  provided,  however,  in no event  shall  the  Executive  be\nterminated by reason of Disability  unless (i) the Executive is eligible for the\nlong-term  disability  benefits set forth in Section 5(e)(i) hereof and (ii) the\nExecutive receives written notice from the Company,  at least 30 days in advance\nof such termination, stating its intention to terminate the Executive for reason\nof Disability and setting forth in reasonable detail the facts and circumstances\nclaimed to provide a basis for such termination.\n\n               (e) Death. The Executive's  employment  hereunder shall terminate\nupon his death.\n\n     7. COMPENSATION UPON TERMINATION OF EMPLOYMENT\n\n         In the event the  Executive's  employment  by the Company is terminated\nduring the  Agreement  Term,  the  Executive  shall be entitled to the severance\nbenefits set forth below:\n\n               (a)   Resignation.   In  the  event  the  Executive   voluntarily\nterminates  his employment  hereunder for any reason,  the Company shall pay and\nprovide to the Executive any Accrued Rights (as defined in paragraph (c) below).\n\n               (b)   Termination   for  Cause.  In  the  event  the  Executive's\nemployment  hereunder is terminated by the Company for Cause,  the Company shall\npay and provide to the Executive any Accrued Rights (as defined in paragraph (c)\nbelow).\n\n\n                                        4\n\n\n\n\n\n\n               (c) Termination other than for Cause, Disability or Death. In the\nevent the Executive's  employment hereunder is terminated by the Company for any\nreason  other than for Cause,  Disability  or death,  the Company  shall pay the\nExecutive and provide him with the following:\n\n                    (i) Accrued  Rights.  The Company  shall pay the Executive a\n               lump-sum  amount  equal to the sum of (A) his  earned  but unpaid\n               Base Salary through the date of  termination,  (B) any earned but\n               unpaid  bonus  for any  completed  calendar  year,  (C)  pro-rata\n               payment of any bonus (based on the then-current  target amount of\n               such bonus) for any partial year or period of service through the\n               date of termination and (D) any unreimbursed business expenses or\n               other  amounts  due to the  Executive  from the Company as of the\n               date of  termination.  In addition,  the Company shall provide to\n               the  Executive  all  payments,  rights and benefits due as of the\n               date of termination under the terms of the Company's employee and\n               fringe  benefit  plans,  practices,   programs  and  arrangements\n               referred to in Sections 5(e) and 5(f) hereof  (together  with the\n               lump-sum payment, the 'Accrued Rights').\n\n                    (ii)  Severance  Payment.  The  Company  shall  provide  the\n               Executive with continued  payment of the Executive's Base Salary,\n               as in  effect  on the date of  termination,  for a period  of two\n               years following the Executive's termination, payable at the times\n               and in the manner  such Base  Salary  would have been paid if the\n               Executive had continued in the employment of the Company.\n\n                    (iii)   Equity   Rights.   All  stock   options   and  other\n               equity-based  rights  held  by  the  Executive  at  the  date  of\n               termination  shall  become   immediately  and  fully  vested  and\n               exercisable, and the Executive shall retain the right to exercise\n               all outstanding  stock options for the duration of their original\n               full  term  (without  regard to  termination  of  employment)  in\n               accordance with the Founder  Retirement  Benefit Program attached\n               hereto as Exhibit A (the 'Founders' Program').  The Company shall\n               forthwith  take all necessary  steps to amend any relevant  stock\n               option  plans of the Company and stock option  agreements  to the\n               extent  necessary to allow for the foregoing  vesting and term of\n               exercise.\n\n               (d) Disability. In the event the Executive's employment hereunder\nis terminated by reason of the Executive's Disability, the Company shall pay and\nprovide to the Executive any Accrued Rights,  including all disability insurance\ncoverage.\n\n               (e) Death. In the event the Executive's  employment  hereunder is\nterminated by reason of the Executive's death, the Company shall pay and provide\nto the Executive's  representative  or estate any Accrued Rights,  including all\nlife insurance coverage.\n\n     8. FOUNDERS' BENEFITS\n\n         Upon  the  Executive's  termination  of  employment  hereunder  for any\nreason, and in addition to any severance benefits payable to him under Section 7\nhereof,  the Company shall treat such termination as a 'retirement' for purposes\nof the Founders'  Program,  and shall  provide the  Executive  with the benefits\noutlined in the Founders'  Program in  recognition of his status as a founder of\nthe Company.\n\n\n                                        5\n\n\n\n\n\n\n     9. CHANGE IN CONTROL\n\n               (a) Supplemental  Termination Rights. In the event of a voluntary\ntermination of employment by the Executive  pursuant to Section 6(a) hereof that\noccurs  within six months  following a Change in Control,  the Company shall pay\nthe Executive and provide him with the benefits and rights  described in Section\n7(c) hereof.\n\n               (b)  Definition.  For  purposes of this  Agreement,  a 'Change in\nControl' shall be deemed to have occurred by reason of:\n\n                    (i) the  acquisition  (other  than from the  Company) by any\n               person,  entity  or  'group'  (within  the  meaning  of  Sections\n               13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934, but\n               excluding, for this purpose, the Company or its subsidiaries,  or\n               any  employee  benefit  plan of the  Company or its  subsidiaries\n               which acquires  beneficial  ownership of voting securities of the\n               Company)  of  beneficial  ownership  (within  the meaning of Rule\n               13d-3 promulgated  under the Securities  Exchange Act of 1934) of\n               25% or more of either the  then-outstanding  shares of the common\n               stock  of  the  Company  or  the  combined  voting  power  of the\n               Company's  then-outstanding  voting  securities  entitled to vote\n               generally in the election of directors; or\n\n                    (ii)  individuals  who, as of date  hereof,  constitute  the\n               Board (as of such  date,  the  'Incumbent  Board')  cease for any\n               reason to constitute at least a majority of the Board;  provided,\n               however,  that any person becoming a director  subsequent to such\n               date whose election, or nomination for election,  was approved by\n               a vote of at least a majority of the directors then  constituting\n               the  Incumbent  Board (other than an election or nomination of an\n               individual  whose  initial  assumption of office is in connection\n               with an actual or  threatened  election  contest  relating to the\n               election of directors  of the Company)  shall be, for purposes of\n               this Section  9(b)(ii),  considered  as though such person were a\n               member of the Incumbent Board; or\n\n                    (iii)  approval  by the  stockholders  of the  Company  of a\n               reorganization,  merger, consolidation or share exchange, in each\n               case with respect to which persons who were the  stockholders  of\n               the Company  immediately  prior to such  reorganization,  merger,\n               consolidation or share exchange do not,  immediately  thereafter,\n               own more than 75% of the combined  voting power  entitled to vote\n               generally  in the  election  of  directors  of  the  reorganized,\n               merged, consolidated or other surviving entity's then-outstanding\n               voting securities, or a liquidation or dissolution of the Company\n               or the  sale of all or  substantially  all of the  assets  of the\n               Company.\n\n     10. NO MITIGATION OR OFFSET\n\n         The  Executive  shall not be  required to seek other  employment  or to\nreduce any severance benefit payable to him under Sections 7, 8 or 9 hereof, and\nno such  severance  benefit  shall be reduced  on  account  of any  compensation\nreceived by the Executive from other employment. The Company's obligation to pay\nseverance  benefits under this Agreement shall not be reduced by any amount owed\nby the Executive to the Company.\n\n\n                                        6\n\n\n\n\n\n\n     11. TAX WITHHOLDING; METHOD OF PAYMENT\n\n         All compensation  payable pursuant to this Agreement,  shall be subject\nto reduction by all applicable  withholding,  social security and other federal,\nstate and local taxes and  deductions.  Any  lump-sum  payments  provided for in\nSections 7 or 9 hereof shall be made in a cash payment,  net of any required tax\nwithholding, no later than the fifth business day following the Executive's date\nof  termination.  Any payment  required to be made to the  Executive  under this\nAgreement that is not made in a timely manner shall bear interest until the date\nof payment at a rate equal to 100% of the monthly compounded  applicable federal\nrate, as in effect under Section  1274(d) of the Internal  Revenue Code of 1986,\nas amended, for the month in which payment was required to be made.\n\n     12. RESTRICTIVE COVENANTS\n\n               (a) Confidential Information. During the Employment Period and at\nall times  thereafter,  the Executive  agrees that he will not divulge to anyone\n(other than the Company or any persons  employed or  designated  by the Company)\nany knowledge or information of a confidential  nature  relating to the business\nof the Company or any of its  subsidiaries  or  affiliates,  including,  without\nlimitation, all types of trade secrets (unless readily ascertainable from public\nor  published   information  or  trade  sources)  and  confidential   commercial\ninformation,  and the Executive further agrees not to disclose,  publish or make\nuse of any such knowledge or information without the consent of the Company.\n\n               (b)  Noncompetition.  During the  Employment  Period and, for any\napplicable period the Executive is entitled to severance  benefits under Section\n7(c) hereof  following the  termination of his  employment,  the Executive shall\nnot,  without  the  prior  written  consent  of  the  Company,   engage  in  the\ncomprehensive  rehabilitative and related healthcare services business on behalf\nof any person,  firm or corporation  within any  geographical  area in which the\nCompany  transacts  such  business,  and the  Executive  shall not  acquire  any\nfinancial  interest  (except for an equity interest in  publicly-held  companies\nthat do not exceed 5% of any  outstanding  class of equity of that company),  in\nany  business  that  engages in the  comprehensive  rehabilitative  and  related\nhealthcare  services  business within any geographical area in which the Company\ntransacts such business. Notwithstanding the foregoing, upon the occurrence of a\nChange in Control  (whether  before or after the  termination  of the Employment\nPeriod),  the  restrictions  of this  Section  12(b) shall cease to apply to the\nExecutive for any period following his termination of employment hereunder.\n\n               (c)  Enforcement.  The  Company  shall  be  entitled  to  seek  a\nrestraining  order or  injunction  in any  court of  competent  jurisdiction  to\nprevent any continuation of any violation of the provisions of this Section 12.\n\n     13. SUCCESSORS\n\n               (a) This  Agreement  shall be binding upon and shall inure to the\nbenefit of the  Company,  its  successors  and  assigns  and any  person,  firm,\ncorporation  or other entity which succeeds to all or  substantially  all of the\nbusiness,  assets or  property of the  Company.  The  Company  will  require any\nsuccessor  (whether direct or indirect,  by purchase,  merger,  consolidation or\notherwise) to all or  substantially  all of the business,  assets or property of\nthe\n\n\n                                        7\n\n\n\n\n\n\nCompany,  to expressly  assume and agree to perform  this  Agreement in the same\nmanner and to the same extent  that the Company  would be required to perform it\nif no such succession had taken place. As used in this Agreement,  the 'Company'\nshall  mean  the  Company  as  hereinbefore  defined  and any  successor  to its\nbusiness,  assets or  property  as  aforesaid  which  executes  and  delivers an\nagreement  provided for in this Section 13 or which  otherwise  becomes bound by\nall the terms and provisions of this Agreement by operation of law.\n\n               (b) This  Agreement  and all  rights of the  Executive  hereunder\nshall inure to the benefit of and be enforceable by the Executive's  personal or\nlegal   representatives,    executors,   administrators,    successors,   heirs,\ndistributees,  devisees  and  legatees.  If the  Executive  should die while any\namounts are due and payable to him hereunder, all such amounts, unless otherwise\nprovided herein, shall be paid to the Executive's  designated beneficiary or, if\nthere be no such designated  beneficiary,  to the legal  representatives  of the\nExecutive's estate.\n\n     14. NO ASSIGNMENT\n\n         Except as to withholding of any tax under the laws of the United States\nor any other country, state or locality, neither this Agreement nor any right or\ninterest hereunder nor any amount payable at any time hereunder shall be subject\nin any manner to alienation, sale, transfer,  assignment, pledge, attachment, or\nother  legal  process,  or  encumbrance  of any  kind  by the  Executive  or the\nbeneficiaries  of the  Executive  or by his legal  representatives  without  the\nCompany's  prior  written  consent,  nor shall  there be any right of set-off or\ncounterclaim  in  respect  of any debts or  liabilities  of the  Executive,  his\nbeneficiaries or legal representatives;  provided, however, that nothing in this\nSection shall preclude the Executive  from  designating a beneficiary to receive\nany benefit payable on his death, or the legal  representatives of the Executive\nfrom assigning any rights  hereunder to the person or persons  entitled  thereto\nunder his will or, in case of  intestacy,  to the  person  or  persons  entitled\nthereto under the laws of intestacy applicable to his estate.\n\n     15. ENTIRE AGREEMENT\n\n         This Agreement  contains the entire  understanding  of the parties with\nrespect to the  subject  matter  hereof  and,  except as  specifically  provided\nherein,  cancels and supersedes any and all other agreements between the parties\nwith respect to the subject matter hereof. Any amendment or modification of this\nAgreement  shall not be binding  unless in writing and signed by the Company and\nthe Executive.\n\n     16. SEVERABILITY\n\n         In the event that any  provision of this  Agreement is determined to be\ninvalid or  unenforceable,  the remaining terms and conditions of this Agreement\nshall be  unaffected  and shall  remain in full force and  effect,  and any such\ndetermination of invalidity or unenforceability shall not affect the validity or\nenforceability of any other provision of this Agreement.\n\n     17. NOTICES\n\n         All notices  which may be necessary or proper for either the Company or\nthe Executive to give to the other shall be in writing and shall be delivered by\nhand or sent by registered or\n\n\n                                        8\n\n\n\n\n\n\ncertified mail, return receipt  requested,  or by air courier,  to the Executive\nat:\n\n                           Mr. Anthony J. Tanner\n                           2112 Swan Lake Cove\n                           Hoover, Alabama  35243\n\nwith a copy to:\n\n                           Frederick W. Kanner, Esq.\n                           Dewey Ballantine LLP\n                           1301 Avenue of the Americas\n                           New York, New York 10019\n\nand shall be sent in the manner  described above to the Secretary of the Company\nat the  Company's  principal  executives  offices  at One  HealthSouth  Parkway,\nBirmingham, Alabama 35243, or delivered by hand to the Secretary of the Company,\nand shall be deemed given when sent,  provided  that any notice  required  under\nSection 6 hereof or notice  given  pursuant to Section 2 hereof  shall be deemed\ngiven only when received. Any party may by like notice to the other party change\nthe address at which he or they are to receive notices hereunder.\n\n     18. GOVERNING LAW\n\n         This Agreement  shall be governed by and enforceable in accordance with\nthe laws of the State of Alabama,  without  giving  effect to the  principles of\nconflict of laws thereof.\n\n     19. ARBITRATION\n\n         Any controversy or claim arising out of, or related to, this Agreement,\nor the breach  thereof,  shall be settled by binding  arbitration in the City of\nBirmingham, Alabama, in accordance with the rules then obtaining of the American\nArbitration  Association,  and the  arbitrator's  decision  shall be binding and\nfinal,  and judgment upon the award  rendered may be entered in any court having\njurisdiction thereof.\n\n     20. LEGAL FEES AND EXPENSES\n\n         To induce the  Executive to execute this  Agreement  and to provide the\nExecutive with reasonable assurance that the purposes of this Agreement will not\nbe frustrated by the cost of its enforcement  should the Company fail to perform\nits  obligations  under this Agreement or should the Company or any  subsidiary,\naffiliate or stockholder of the Company  contest the validity or  enforceability\nof this  Agreement,  the  Company  shall pay and be solely  responsible  for any\nattorneys'  fees and  expenses  and court costs  incurred by the  Executive as a\nresult of a claim that the Company has breached or  otherwise  failed to perform\nthis  Agreement or any  provision  hereof to be performed by the Company or as a\nresult of the Company or any subsidiary, affiliate or stockholder of the Company\ncontesting  the validity or  enforceability  of this  Agreement or any provision\nhereof to be performed by the Company,  in each case  regardless of which party,\nif any, prevails in the contest.\n\n\n                                        9\n\n\n\n\n\n\n         IN WITNESS  WHEREOF,  the Company and the Executive  have executed this\nAgreement as of the date first above written.\n\n                                    EXECUTIVE\n\n                                    \/s\/ Anthony J. Tanner\n                                    --------------------------------\n                                    Anthony J. Tanner\n\n                                    HEALTHSOUTH CORPORATION\n\n                                    By \/s\/ Richard M. Scrushy\n                                      ------------------------------\n                                      Richard M. Scrushy\n                                      Chairman of the Board and\n                                      Chief Executive Officer\n\n\n\n\n                                       10\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9539,9544],"class_list":["post-39223","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39223","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39223"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39223"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39223"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39223"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}