{"id":39225,"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-james-p-bennett.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-healthsouth-corp-and-james-p-bennett","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-healthsouth-corp-and-james-p-bennett.html","title":{"rendered":"Employment Agreement &#8211; HealthSouth Corp. and James P. Bennett"},"content":{"rendered":"<pre>\n         EMPLOYMENT  AGREEMENT,  dated as of April 1, 1998  (this  'Agreement'),\nbetween HEALTHSOUTH  Corporation,  a Delaware  corporation (the 'Company'),  and\nJAMES P. BENNETT, a resident of Birmingham, 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 serves as President and Chief Operating Officer\nof the Company and as a member 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 commence\nas of the date  hereof  (the  'Effective  Date')  and shall  expire on the third\nanniversary of the Effective  Date.  The Agreement  Term shall be  automatically\nextended for an  additional  year on each  anniversary  of the  Effective  Date,\nunless written notice of  non-extension is provided by either party to the other\nparty at least 90 days prior to such anniversary.\n\n          (b) The period of the Executive's employment under this Agreement (the\n'Employment Period') shall commence as of the Effective Date and shall expire at\nthe end of the Agreement Term,  unless sooner  terminated in accordance with the\nterms 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,  President  and Chief  Operating  Officer of the Company and as a\nmember of the Board of Directors  of the Company (the  'Board') and shall report\ndirectly  to the Chief  Executive  Officer of the  Company or such other  person\ndesignated from time to time by 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 best\nefforts to cause the Executive to be nominated and elected (or  renominated  and\nreelected, as the case may be) during the Employment Period as a director of the\nCompany and its subsidiaries or their successors.\n\n\n\n\n\n\n          (b) The Executive shall have all of the powers, authority,  duties and\nresponsibilities  usually incident to the positions and offices of President and\nChief Operating Officer of the Company.\n\n          (c) The Executive agrees to devote  substantially  all of his business\ntime,  efforts and skills to the performance of his duties and  responsibilities\nunder this Agreement;  provided,  however,  that nothing in this Agreement shall\npreclude  the  Executive  from  devoting  reasonable  periods  required  for (i)\nparticipating  in  professional,  educational,  philanthropic,  public interest,\ncharitable, social or community activities, (ii) serving as a director or member\nof an advisory  committee of any  corporation or other entity that the Executive\nis serving on as of the Effective  Date or any other  corporation or entity that\nis not in direct  competition  with the Company or (iii)  managing  his personal\ninvestments,  provided that such activities do not materially interfere with the\nExecutive's regular performance of his duties and responsibilities hereunder.\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 salary\n(the 'Base Salary') of at least $650,000.  The Executive's  Base Salary shall be\npaid in arrears in substantially  equal installments at monthly or more frequent\nintervals,  in accordance with the normal payroll practices of the Company.  The\nExecutive's  Base Salary shall be reviewed at least annually by the Compensation\nCommittee  of the Board (the  'Compensation  Committee')  for  consideration  of\nappropriate merit increases and, once established,  the Base Salary shall not be\ndecreased during the Employment Period.\n\n          (b) Incentive Plans. The Executive shall participate in all annual and\nlong-term  bonus or  incentive  plans or  arrangements  in  which  other  senior\nexecutives of the Company of a comparable level are eligible to participate from\ntime  to  time,  including,   without  limitation,  any  management  bonus  pool\narrangement.  The Executive's  incentive  compensation  opportunities under such\nplans and arrangements shall be determined from time to time by the Compensation\nCommittee.\n\n          (c) Equity Incentives. The Executive shall be given consideration,  at\nleast  annually,  by the  Compensation  Committee  for the grant of  options  to\npurchase shares of the common stock of the Company.  In addition,  the Executive\nshall be entitled to receive  awards under any stock option,  stock  purchase or\nequity-based  incentive  compensation plan or arrangement adopted by the Company\nfrom  time to time  for  which  other  senior  executives  of the  Company  of a\ncomparable level are eligible to participate.  The Executive's awards under such\nplans and arrangements shall be determined from time to time by the Compensation\nCommittee.\n\n                                        2\n\n\n\n\n\n\n          (d) Employee Benefits.  The Executive shall be entitled to participate\nin all  employee  benefit  plans,  programs,  practices or  arrangements  of the\nCompany in which other senior  executives  of the Company of a comparable  level\nare eligible to participate from time to time,  including,  without  limitation,\nany qualified or  non-qualified  pension,  profit sharing and savings plans, any\ndeath benefit and disability benefit plans, and any medical,  dental, health and\nwelfare plans.  Without  limiting the  generality of the foregoing,  the Company\nshall provide the Executive with long-term  disability insurance coverage paying\nbenefits equal to at least 60% of the  Executive's  Base Salary for the duration\nof any permanent and total disability of the Executive.\n\n          (e) Fringe Benefits and  Perquisites.  The Executive shall be entitled\nto continuation of all fringe benefits and perquisites provided to the Executive\non the Effective  Date,  and to all fringe  benefits and  perquisites  which are\ngenerally  made  available  to  other  senior  executives  of the  Company  of a\ncomparable  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 of $500\n          per month;\n\n               (iv)  reimbursement  of all reasonable  travel and other business\n          expenses  and   disbursements   incurred  by  the   Executive  in  the\n          performance of his duties under this Agreement, upon proper accounting\n          in accordance with the Company's  normal  practices and procedures for\n          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 Executive's\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,\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 or (iii) the  Executive  is found to have  committed  a  deliberate\nviolation  of  Company  policy.  However,  in no  event  shall  the  Executive's\nemployment be considered to have been  terminated  for 'Cause'  unless and until\nthe Executive  receives a copy of a resolution  duly adopted by the  affirmative\nvote of a majority  of the Board at a meeting  called and held for such  purpose\n(after  reasonable  written notice is provided to the Executive setting forth in\nreasonable  detail  the facts and  circumstances  claimed  to provide a basis of\ntermination for Cause and the Executive is given an  opportunity,  together with\ncounsel, to be heard before the Board) finding that the Executive\n\n                                        3\n\n\n\n\n\n\nis guilty of acts or omissions constituting Cause.\n\n          (c) Termination other than for Cause. The Company shall have the right\nto terminate the  Executive's  employment  hereunder for any reason at any time,\nincluding  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 terminate\nupon his Disability. For purposes of this Agreement, 'Disability' shall mean the\ninability  of the  Executive  to perform his duties to the Company on account of\nphysical or mental illness for a period of six consecutive full months, or for a\nperiod  of eight  full  months  during  any  12-month  period.  The  Executive's\nemployment  shall  terminate  in such a case on the last  day of the  applicable\nperiod;  provided,  however,  in no event shall the  Executive be  terminated by\nreason of  Disability  unless (i) the  Executive is eligible  for the  long-term\ndisability  benefits  set forth in Section  5(d)  hereof and (ii) the  Executive\nreceives  written  notice from the Company,  at least 30 days in advance of such\ntermination,  stating its  intention to terminate  the  Executive  for reason of\nDisability  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 upon\nhis 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 terminates his\nemployment  hereunder  for any reason,  the Company shall pay and provide to the\nExecutive any Accrued Rights (as defined in paragraph (c) below).\n\n          (b) Termination  for Cause.  In the event the  Executive's  employment\nhereunder  is  terminated  by the Company for Cause,  the Company  shall pay and\nprovide to the Executive any Accrued Rights (as defined in paragraph (c) below).\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                                        4\n\n\n\n\n\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  Base\n          Salary  through  the date of  termination,  (B) any  earned but unpaid\n          bonus for any completed  calendar year, (C) a pro-rata  payment of any\n          bonus (based on the then-current  target amount of such bonus) for any\n          partial year or period of service  through the date of termination and\n          (D) any  unreimbursed  business  expenses or other  amounts due to the\n          Executive from the Company as of the date of termination. In addition,\n          the Company shall  provide to the  Executive all payments,  rights and\n          benefits  due as of the date of  termination  under  the  terms of the\n          Company's employee and fringe benefit plans,  practices,  programs and\n          arrangements  referred to in Sections  5(d) and 5(e) hereof  (together\n          with the lump-sum payment, the 'Accrued Rights').\n\n              (ii)  Severance  Payment.  The Company shall provide the Executive\n         with continued  payment of the Executive's Base Salary, as in effect on\n         the  date of  termination,  for a period  of two  years  following  the\n         Executive's  termination,  payable at the times and in the manner  such\n         Base Salary would have been paid if the  Executive had continued in the\n         employment of the Company.\n\n              (iii)  Equity  Rights.  All stock  options and other  equity-based\n         rights held by the  Executive at the date of  termination  shall become\n         immediately and fully vested and  exercisable,  and the Executive shall\n         retain the right to exercise all outstanding stock options for a period\n         of five years following  termination of employment or to the end of the\n         original term of such options, if earlier.  The Company shall forthwith\n         take all  necessary  steps to amend any relevant  stock option plans of\n         the Company and stock  option  agreements  to the extent  necessary  to\n         allow for the foregoing vesting and term of exercise.\n\n          (d) Disability.  In the event the Executive's  employment hereunder is\nterminated 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. 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 Control'\nshall be deemed to have occurred by reason of:\n\n\n\n                                        5\n\n\n\n\n\n\n               (i) the acquisition  (other than from the Company) by any person,\n          entity or 'group' (within the meaning of Sections 13(d)(3) or 14(d)(2)\n          of the  Securities  Exchange  Act of  1934,  but  excluding,  for this\n          purpose, the Company or its subsidiaries, or any employee benefit plan\n          of the Company or its subsidiaries which acquires beneficial ownership\n          of voting  securities of the Company) of beneficial  ownership (within\n          the meaning of Rule 13d-3  promulgated  under the Securities  Exchange\n          Act of 1934) of 25% or more of either the  then-outstanding  shares of\n          the common  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 Board (as\n         of such date, the 'Incumbent Board') cease for any reason to constitute\n         at least a majority of the Board;  provided,  however,  that any person\n         becoming  a  director  subsequent  to  such  date  whose  election,  or\n         nomination for election,  was approved by a vote of at least a majority\n         of the directors then  constituting  the Incumbent Board (other than an\n         election or  nomination of an  individual  whose initial  assumption of\n         office is in connection with an actual or threatened  election  contest\n         relating to the election of  directors  of the  Company)  shall be, for\n         purposes of this  Section  8(b)(ii),  considered  as though such person\n         were a 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 case\n         with respect to which persons who were the  stockholders of the Company\n         immediately  prior to such  reorganization,  merger,  consolidation  or\n         share exchange do not, immediately thereafter, own more than 75% of the\n         combined  voting  power  entitled to vote  generally in the election of\n         directors of the reorganized,  merged,  consolidated or other surviving\n         entity's  then-outstanding  voting  securities,  or  a  liquidation  or\n         dissolution of the Company or the sale of all or  substantially  all of\n         the assets of the Company.\n\n     9. 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 or 8 hereof, and no\nsuch severance benefit shall be reduced on account of any compensation  received\nby  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     10. 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 8 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 requiredto be made.\n\n\n                                        6\n\n\n\n\n\n\n     11. RESTRICTIVE COVENANTS\n\n          (a) Confidential Information.  During the Employment Period and at all\ntimes thereafter, the Executive agrees that he will not divulge to anyone (other\nthan the  Company or any persons  employed or  designated  by the  Company)  any\nknowledge or information of a  confidential  nature  relating to the business of\nthe  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 that the Executive is entitled to receive  severance  payments\npursuant to Section  7(c) hereof,  the  Executive  shall not,  without the prior\nwritten consent of the Company,  engage in the comprehensive  rehabilitative and\nrelated  healthcare   services  business  on  behalf  of  any  person,  firm  or\ncorporation  within any  geographical  area in which the Company  transacts such\nbusiness, and the Executive shall not acquire any financial interest (except for\nan equity  interest  in  publicly-held  companies  that do not  exceed 5% of any\noutstanding  class of equity of that  company),  in any business that engages in\nthe comprehensive rehabilitative and related healthcare services business within\nany   geographical   area  in  which  the  Company   transacts   such  business.\nNotwithstanding  the  foregoing,  upon the  occurrence  of a Change  in  Control\n(whether  before  or  after  the  termination  of the  Employment  Period),  the\nrestrictions of this Section 11(b) shall cease to apply to the Executive for any\nperiod following his termination of employment hereunder.\n\n          (c)  Enforcement.  The Company shall be entitled to seek a restraining\norder or  injunction  in any court of  competent  jurisdiction  to  prevent  any\ncontinuation of any violation of the provisions of this Section 11.\n\n     12. SUCCESSORS\n\n          This Agreement shall be binding upon and shall inure to the benefit of\nthe Company,  its  successors and assigns and any person,  firm,  corporation or\nother entity which succeeds to all or substantially all of the business,  assets\nor property of the  Company.  The Company will  require any  successor  (whether\ndirect or indirect, by purchase,  merger,  consolidation or otherwise) to all or\nsubstantially  all of the  business,  assets  or  property  of the  Company,  to\nexpressly  assume and agree to perform this  Agreement in the same manner and to\nthe same  extent  that the  Company  would be  required to perform it if no such\nsuccession had taken place. As used in this Agreement,  the 'Company' shall mean\nthe Company as hereinbefore defined and any successor to its business, assets or\nproperty as aforesaid  which executes and delivers an agreement  provided for in\nthis Section 12 or which otherwise becomes bound by all the terms and provisions\nof this Agreement by operation of law.\n\n\n\n                                        7\n\n\n\n\n\n\n          This Agreement and all rights of the Executive  hereunder  shall inure\nto the  benefit  of and be  enforceable  by the  Executive's  personal  or legal\nrepresentatives,  executors,  administrators,  successors,  heirs, distributees,\ndevisees and legatees. If the Executive should die while any amounts are due and\npayable to him hereunder,  all such amounts,  unless otherwise  provided herein,\nshall be paid to the Executive's  designated beneficiary or, if there be no such\ndesignated beneficiary, to the legal representatives of the Executive's estate.\n\n     13. NO ASSIGNMENT\n\n          Except  as to  withholding  of any tax  under  the laws of the  United\nStates or any other country,  state or locality,  neither this Agreement nor any\nright or interest  hereunder nor any amount payable at any time hereunder  shall\nbe subject in any manner to  alienation,  sale,  transfer,  assignment,  pledge,\nattachment,  or other legal process, or encumbrance of any kind by the Executive\nor the  beneficiaries of the Executive or by his legal  representatives  without\nthe Company'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     14. 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     15. 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\n                                       8\n\n\n\n\n\n\n     16. 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 certified mail,  return receipt  requested,  or by\nair courier, to the Executive at:\n\n                           Mr. James P. Bennett\n                           3732 Shady Grove Drive\n                           Birmingham, 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     17. 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     18. ARBITRATION\n\n          Any  controversy  or  claim  arising  out  of,  or  related  to,  this\nAgreement, or the breach thereof, shall be settled by binding arbitration in the\nCity of Birmingham,  Alabama, in accordance with the rules then obtaining of the\nAmerican Arbitration Association, and the arbitrator's decision shall be binding\nand final,  and  judgment  upon the award  rendered  may be entered in any court\nhaving jurisdiction thereof.\n\n                                        9\n\n\n\n\n\n     19. 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          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\/ James P. Bennett\n                                    --------------------------------\n                                    James P. Bennett\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                                       10\n\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-39225","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\/39225","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=39225"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39225"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39225"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39225"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}