{"id":39226,"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-michael-d-martin.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-healthsouth-corp-and-michael-d-martin","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-healthsouth-corp-and-michael-d-martin.html","title":{"rendered":"Employment Agreement &#8211; HealthSouth Corp. and Michael D. Martin"},"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\nMICHAEL D. MARTIN, 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 Executive  Vice  President,  Chief\nFinancial Officer and Treasurer of the Company; 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, Executive Vice President, Chief Financial Officer and Treasurer of\nthe Company and shall  report  directly  to the Chief  Executive  Officer of the\nCompany or such other person designated from time to time by the Chief Executive\nOfficer of the Company.  The Executive shall also hold similar  titles,  offices\nand authority with the Company's subsidiaries and\/or their successors.\n\n\n\n\n\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, Chief Financial Officer and Treasurer 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  $400,000.  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  of  directors  of  the  Company  (the\n'Compensation  Committee') for consideration of appropriate merit increases and,\nonce  established,  the Base Salary shall not be decreased during the Employment\nPeriod.\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  under any stock  option,  stock\npurchase or equity-based  incentive  compensation plan or arrangement adopted by\nthe Company from time to time for which other senior  executives  of the Company\nof a comparable level are eligible to participate.  The Executive's awards under\nsuch  plans  and  arrangements  shall  be  determined  from  time to time by the\nCompensation Committee.\n\n\n                                        2\n\n\n\n\n\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 long-term disability insurance coverage\npaying  benefits  equal to at least 60% of the  Executive's  Base Salary for the\nduration of any permanent and total disability of the Executive.\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 of\n               $500 per month;\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 employment hereunder for Cause. For purposes of this Agreement,  the\nExecutive  shall be  considered  to be  terminated  for 'Cause'  only if (i) the\nExecutive  is  found,  by  a  non-appealable  order  of  a  court  of  competent\njurisdiction,  to be guilty of a felony  under the laws of the United  States or\nany state thereof,  (ii) the Executive is found, by a non-appealable  order of a\ncourt of competent jurisdiction, to have committed a fraud, which has a material\nadverse effect on the Company, or (iii) the Executive is found to have committed\na  deliberate  violation  of  Company  policy.  However,  in no event  shall the\nExecutive's  employment be considered to have been terminated for 'Cause' unless\nand until the  Executive  receives a copy of a  resolution  duly  adopted by the\naffirmative  vote of a majority of the board of  directors  of the Company  (the\n'Board') 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\n\n\n                                        3\n\n\n\n\n\n\nto  provide  a basis of  termination  for Cause  and the  Executive  is given an\nopportunity,  together with counsel,  to be heard before the Board) finding that\nthe Executive is guilty of acts or omissions constituting Cause.\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(d)  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               (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) a 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\n\n\n                                        4\n\n\n\n\n\n\n               termination.  In  addition,  the  Company  shall  provide  to the\n               Executive all payments, rights and benefits due as of the date of\n               termination under the terms of the Company's  employee and fringe\n               benefit plans,  practices,  programs and arrangements referred to\n               in Sections  5(d) and 5(e)  hereof  (together  with the  lump-sum\n               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  a  period  of  five  years\n               following termination of employment or to the end of the original\n               term of such options,  if earlier.  The Company  shall  forthwith\n               take all necessary steps to amend any relevant stock option plans\n               of  the  Company  and  stock  option  agreements  to  the  extent\n               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.   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\n                                        5\n\n\n\n\n\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;\n                  provided,   however,  that  any  person  becoming  a  director\n                  subsequent  to such date whose  election,  or  nomination  for\n                  election, was approved by a vote of at least a majority of the\n                  directors then constituting the Incumbent Board (other than an\n                  election  or  nomination   of  an  individual   whose  initial\n                  assumption  of  office  is in  connection  with an  actual  or\n                  threatened  election  contest  relating  to  the  election  of\n                  directors  of the  Company)  shall be,  for  purposes  of this\n                  Section  8(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\n                  each  case  with  respect  to  which   persons  who  were  the\n                  stockholders  of  the  Company   immediately   prior  to  such\n                  reorganization,  merger,  consolidation  or share  exchange do\n                  not, immediately thereafter, own more than 75% of the combined\n                  voting  power  entitled to vote  generally  in the election of\n                  directors of the  reorganized,  merged,  consolidated or other\n                  surviving entity's  then-outstanding  voting securities,  or a\n                  liquidation  or  dissolution of the Company or the sale of all\n                  or substantially all of 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 required to be made.\n\n     11.  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\n\n\n                                        6\n\n\n\n\n\n\nconfidential  nature  relating  to the  business  of the  Company  or any of its\nsubsidiaries or affiliates,  including,  without limitation,  all types of trade\nsecrets (unless readily  ascertainable  from public or published  information or\ntrade  sources)  and  confidential  commercial  information,  and the  Executive\nfurther  agrees not to  disclose,  publish or make use of any such  knowledge or\ninformation 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\nrestraining  order or  injunction  in any  court of  competent  jurisdiction  to\nprevent any continuation 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                  This Agreement and all rights of the Executive hereunder shall\ninure to 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\n\n\n\n                                        7\n\n\n\n\n\n\namount  payable  at any  time  hereunder  shall  be  subject  in any  manner  to\nalienation,  sale,  transfer,  assignment,  pledge,  attachment,  or other legal\nprocess, or encumbrance of any kind by the Executive or the beneficiaries of the\nExecutive or by his legal  representatives  without the Company's  prior written\nconsent,  nor shall there be any right of set-off or  counterclaim in respect of\nany  debts  or  liabilities  of  the  Executive,   his  beneficiaries  or  legal\nrepresentatives;  provided, however, that nothing in this Section shall preclude\nthe Executive from  designating a beneficiary to receive any benefit  payable on\nhis death,  or the legal  representatives  of the Executive  from  assigning any\nrights hereunder to the person or persons entitled thereto under his will or, in\ncase of intestacy,  to the person or persons  entitled thereto under the laws of\nintestacy 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     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. Michael D. Martin\n                           5608 Canongate Lane\n                           Birmingham, Alabama  35242\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\n\n\n\n                                        8\n\n\n\n\n\n\n35243, or delivered by hand to the Secretary of the Company, and shall be deemed\ngiven when sent,  provided  that any notice  required  under Section 6 hereof or\nnotice  given  pursuant  to  Section 2 hereof  shall be deemed  given  only when\nreceived.  Any party may by like notice to the other party change the address at\nwhich 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     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\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\/ Michael D. Martin\n                                    --------------------------------\n                                    Michael D. Martin\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\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-39226","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\/39226","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=39226"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39226"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39226"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39226"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}