{"id":39230,"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-richard-m-scrushy3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-healthsouth-corp-and-richard-m-scrushy3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-healthsouth-corp-and-richard-m-scrushy3.html","title":{"rendered":"Employment Agreement &#8211; HealthSouth Corp. and Richard M. Scrushy"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n      EMPLOYMENT  AGREEMENT,  dated as of July  23,  1986,  between  HEALTHSOUTH\nRehabilitation Corporation, a Delaware corporation ('HEALTHSOUTH'),  and RICHARD\nM. SCRUSHY, a resident of Birmingham, Alabama ('Scrushy').\n\n                              W I T N E S S E T H:\n\n      WHEREAS,   HEALTHSOUTH  is  a  healthcare  concern  engaged  in  providing\ncomprehensive  rehabilitation  care  services  to the public  through a national\norganization;\n\n      WHEREAS,  HEALTHSOUTH  desires to avail  itself of  Scrushy's  talents and\nexpertise in the management of the rehabilitation  business of HEALTHSOUTH,  and\nto employ  him as the  Chairman  of the  Board,  President  and Chief  Executive\nOfficer of HEALTHSOUTH and certain of its subsidiaries and Scrushy is willing to\naccept such employment.\n\n      NOW,  THEREFORE,  in  consideration  of the  premises,  and  other  mutual\npromises and covenants hereinafter contained,  HEALTHSOUTH and Scrushy do hereby\nagree, for their mutual benefit, as follows:\n\nSection 1.  Employment.\n\n      Scrushy shall be employed by HEALTHSOUTH  under this Agreement,  effective\nAugust  1,  1986,  and  Scrushy  accepts  such  employment  upon the  terms  and\nconditions hereinafter set forth.\n\nSection 2.  Term.\n\n      The term of employment  provided for in this  Agreement  shall commence on\nAugust 1, 1986,  and shall  remain in full force and effect for a period of five\nyears thereafter.\n\nSection 3.  Powers and Duties.\n\n      Scrushy  shall be employed by  HEALTHSOUTH  during the term of  employment\nunder this Agreement as the Chairman of the Board, President and Chief Executive\nOfficer of HEALTHSOUTH,  and shall also hold similar offices with  HEALTHSOUTH's\nsubsidiaries  and\/or their  successors.  In addition,  HEALTHSOUTH shall use its\nbest  efforts to cause  Scrushy to be  nominated  and  elected as a Director  of\nHEALTHSOUTH  and its  subsidiaries or their  successors  during the term of this\nAgreement. In addition,  Scrushy shall perform such duties as may be assigned to\nhim from time to time by the Board of Directors of HEALTHSOUTH.  In the event of\na reorganization  of HEALTHSOUTH and its  subsidiaries  which results in Scrushy\nnot being elected Chairman of the Board,  President and Chief Executive  Officer\nof the  successor  company,  such event shall be deemed to be a  termination  of\nScrushy's  employment  pursuant to Section 8(f) of this Agreement.  In the event\nthat  Scrushy  shall  not be  elected  a  Director  of  HEALTHSOUTH  or any such\nsuccessor  company,  Scrushy  may,  at his sole  option,  treat  such event as a\ntermination of Scrushy's employment pursuant to Section 8(c) of this Agreement.\n\n      In carrying out his duties under this  Agreement,  Scrushy shall have such\npowers and duties  usually  incident  to the  office of  Chairman  of the Board,\nPresident and Chief Executive Officer and shall have general  responsibility for\nthe  overall  development,  expansion  and  operations  of  HEALTHSOUTH  and its\nsubsidiaries.\n\n      The  performance by Scrushy of any duties assigned to him which are not of\nthe type  provided  for  herein  shall not  constitute  a waiver  of his  rights\nhereunder or an abrogation, abandonment or termination of this Agreement.\n\n      Scrushy  shall devote all of his working time and best efforts in the best\ninterest and behalf of HEALTHSOUTH  throughout the term of this Agreement,  such\nworking time and best efforts to be of the type and extent  usually  expended by\nexecutives  of  similar  caliber  in similar  situations.  Scrushy  shall not be\nrestricted from engaging in a business which is non-competitive with HEALTHSOUTH\nand its subsidiaries after normal working hours or on weekends or from investing\nhis assets in such form or manner as will not require  any  services on his part\nin the operation of the affairs of the companies in which such  investments  are\nmade.\n\nSection 4.  Place of Performance.\n\n      The  headquarters for the performance of Scrushy's duties shall be located\nin  Birmingham,  Alabama,  but from time to time  Scrushy  shall be  required to\ntravel  to   HEALTHSOUTH's   other  locations  in  the  proper  conduct  of  his\nresponsibilities  under this  Agreement.  As it is  HEALTHSOUTH's  intention  to\nexpand the business of HEALTHSOUTH on a national scale,  HEALTHSOUTH may require\nScrushy to spend a reasonable  amount of time  traveling,  as his duties and the\nbusiness of HEALTHSOUTH and its subsidiaries may require.\n\nSection 5.  Compensation.\n\n      For  all  services   rendered  by  Scrushy  pursuant  to  this  Agreement,\nHEALTHSOUTH shall pay Scrushy the following compensation:\n\n            (a) A base  salary at the  annual  rate of  $160,000  for the period\n      August 1, 1986 through  December  31,  1986,  and an annual base salary of\n      $180,000  thereafter,  such  salary to be paid  semi-monthly.  Such salary\n      shall be reviewed annually by the Board of Directors.\n\n            (b)  Scrushy  shall be  entitled  to  participate  in any bonus plan\n      approved by the Board of Directors for HEALTHSOUTH's management.\n\nCompensation pursuant to this Section 5 or any other provision of this Agreement\nshall be subject to reduction by all applicable withholding, social security and\nother state, Federal and local taxes and deductions.\n\nSection 6.  Employee Benefits.\n\n      (a) Scrushy  will be  entitled to  participate  in any  employee  benefits\nprovided  by  HEALTHSOUTH  and  its   subsidiaries,   such  as  life  insurance,\nhospitalization  and major  medical  insurance  plans which  HEALTHSOUTH  has in\neffect or may adopt from time to time.  Without  limiting the  generality of the\nforegoing, the benefits provided Scrushy during the term of this Agreement shall\nalso include the following elements:\n\n            (i)   a four-week vacation during each year of this\n      Agreement;\n\n            (ii) a car allowance  for an automobile  owned by Scrushy for use by\n      Scrushy  in  connection  with  the  execution  of his  duties  under  this\n      Agreement in the amount of $500 per month; and\n\n            (iii) HEALTHSOUTH shall provide Scrushy,  either through a corporate\n      group disability  insurance plan or otherwise,  with disability  insurance\n      coverage equal to at least 60% of his base salary.\n\n      (b) In addition,  the Board of Directors  shall  consider  Scrushy for the\ngrant  of  options  to  purchase  Common  Stock  of  HEALTHSOUTH,  as  Scrushy's\nperformance  shall  dictate,  no less frequent than annually  during the term of\nthis Agreement.\n\nSection 7.  Expenses.\n\n      Scrushy is  authorized  to incur  reasonable  expenses  in  promoting  the\nbusiness of HEALTHSOUTH and its subsidiaries,  including expenses, to the extent\nused for  business  purposes,  for  entertainment,  travel  and  similar  items.\nHEALTHSOUTH will reimburse Scrushy for all such expenses,  upon the presentation\nby  him  of  an  itemized  account  of  such  expenditures  in  accordance  with\nHEALTHSOUTH procedures.\n\nSection 8.  Termination.\n\n      (a)  HEALTHSOUTH  may terminate the  employment of Scrushy (i) at any time\nfor just cause by written notice to Scrushy  effective upon receipt,  or (ii) if\nScrushy is unable to perform the services  required of him under this  Agreement\nby reason of disability  as defined in the  disability  insurance  plan or plans\nreferred to in Section  5(a)(iii)  of this  Agreement.  For  purposes of Section\n8(a)(i)  above,  the term 'just  cause'  shall have the  meaning  prescribed  in\nHEALTHSOUTH's  policy  manual  as  approved  from  time to time by the  Board of\nDirectors.\n\n      (b) In the  event  that  Scrushy's  employment  by  HEALTHSOUTH  should be\nterminated pursuant to Section 8(a)(i) of this Agreement prior to the conclusion\nof the term of this  Agreement,  HEALTHSOUTH  shall have no  further  obligation\nhereunder,  except for the payment of the  compensation  provided for in Section\n5(a) of this  Agreement  for a period of one year  following  such  termination,\nwhich  compensation  shall be considered a debt of HEALTHSOUTH  and shall not be\ndischarged by reason of termination of Scrushy's employment.\n\n      (c) In the  event  that  Scrushy's  employment  by  HEALTHSOUTH  shall  be\nterminated for any reason other than as set forth in Section 8(a)(i), 8(d), 8(e)\nor  8(f)  of this  Agreement,  HEALTHSOUTH  shall  have  no  further  obligation\nhereunder,  except for the payment of compensation  provided for in Section 5(a)\nof this Agreement for the remaining term of this Agreement,  but in no event for\na period of less than two years,  which  compensation shall be considered a debt\nof HEALTHSOUTH and shall not be discharged by reason of termination of Scrushy's\nemployment.\n\n      (d) In the  event  of the  death  of  Scrushy  during  the  term  of  this\nAgreement,  the Agreement shall terminate  immediately and HEALTHSOUTH shall pay\nto the widow or estate of  Scrushy,  or such  other  person or persons as may be\ndesignated  by Scrushy in  writing,  an amount  equal to one year's  annual base\nsalary payable in one lump sum.\n\n      (e) Scrushy may terminate his employment  under this Agreement  before the\nexpiration  of its term by giving  HEALTHSOUTH  180 days  written  notice of his\nintention to terminate such employment,  and at the expiration of said 180 days,\nScrushy's  employment  under this Agreement shall terminate and Scrushy shall be\nentitled to receive,  as severance  compensation,  an amount equal to one year's\nannual  base  salary  at  the  time  of  termination,  payable  at the  time  of\ntermination.\n\n      (f) In the event that HEALTHSOUTH shall be acquired, merged or reorganized\nin such a manner as to result in a change in control of HEALTHSOUTH, Scrushy may\nterminate this  employment  under this  Agreement by giving  HEALTHSOUTH 30 days\nwritten  notice  of his  intention  to  terminate  such  employment,  and at the\nexpiration of said 30 days,  Scrushy's  employment  under this  Agreement  shall\nterminate and Scrushy shall be entitled to receive,  as severance  compensation,\nan amount  equal to two years'  annual base  salary at the time of  termination,\npayable at the time of termination.\n\nSection 9.  Non-Competition.\n\n      (a) In the event that  Scrushy's  employment  under this  Agreement  shall\nterminate  during its term, for the period of time with respect to which Scrushy\nis entitled to receive  compensation  hereunder after such termination,  Scrushy\nshall not, directly or indirectly,  own, operate,  be employed by, be a director\nof, act as a  consultant  for,  be  associated  with,  or be a partner or have a\nproprietary interest in, any enterprise, partnership,  association, corporation,\njoint  venture or other entity,  which is  competitive  with the  rehabilitation\nbusiness of HEALTHSOUTH,  or any subsidiary or affiliate thereof,  in any county\nin a state where  HEALTHSOUTH or its  subsidiaries  or affiliates are conducting\nsuch business at the time of such termination;  provided,  however, that if such\ntermination  shall occur as a result of the causes enumerated in Section 8(f) of\nthis  Agreement,  this Section 9 shall be void and shall be of no further  force\nand effect.\n\n      (b) The parties have entered into this Section 9 of this Agreement in good\nfaith and for the reasons set forth in the recitals  hereto and assume that this\nAgreement is legally binding.  If, for any reason, this Agreement is not binding\nbecause of its geographical scope or because of its term, then the parties agree\nthat this Agreement shall be deemed  effective to the widest  geographical  area\nand\/or  the  longest  period  of time  (but not in excess of one year) as may be\nlegally enforceable.\n\n      (c)  Scrushy  acknowledges  that the  rights  and  privileges  granted  to\nHEALTHSOUTH in this Section 9 are of special and unique  character,  which gives\nthem a peculiar  value,  the loss of which may not be  reasonably  or adequately\ncompensated  for by  damages in an action of law,  and that a breach  thereof by\nScrushy of this Agreement will cause  HEALTHSOUTH  great and irreparable  injury\nand  damage.  Accordingly,  Scrushy  hereby  agrees  that  HEALTHSOUTH  shall be\nentitled to remedies of  injunction,  specific  performance  or other  equitable\nrelief to prevent a breach of this Section 9 of this Agreement by Scrushy.  This\nprovision  shall not be  construed  as a waiver of any other  rights or remedies\nHEALTHSOUTH may have for damages or otherwise.\n\nSection 10. Non-Assignability.\n\n      Scrushy shall not have the right to assign, transfer,  pledge, hypothecate\nor dispose of any right to receive payments hereunder or any rights,  privileges\nor  interest  hereunder,  all of  which  are  hereby  expressly  declared  to be\nnon-assignable and non-transferable,  except after termination of his employment\nhereunder.  In the event of a violation of the provisions of this Section 10, no\nfurther  sums  shall  hereafter  become due or  payable  by  HEALTHSOUTH  or its\nsubsidiaries  to Scrushy or his  assignee,  transferee,  pledgee or to any other\nperson  whatsoever,  and HEALTHSOUTH  shall have no further liability under this\nAgreement to Scrushy.\n\nSection 11. Binding Effect.\n\n      The rights and obligations of HEALTHSOUTH and its subsidiaries  under this\nAgreement shall inure to the benefit of and shall be binding upon the successors\nand assigns of HEALTHSOUTH. Scrushy shall not assign or alienate any interest of\nhis in this Agreement, except as provided in Section 10 hereof.\n\nSection 12. Waiver of Breach.\n\n      The waiver by either party to this  Agreement of a breach of any provision\nthereof by the other party shall not operate or be  construed as a waiver of any\nsubsequent breach of such party.\n\nSection 13. Notices.\n\n      Any notice required or permitted to be given under this Agreement shall be\nsufficient  if in  writing  and if  sent  by  certified  or  registered  mail to\nScrushy's  residence  (if  such  notice  is  addressed  to  Scrushy),  or to the\nprincipal  executive  offices of  HEALTHSOUTH  in  Birmingham,  Alabama (if such\nnotice is addressed to HEALTHSOUTH).\n\nSection 14. Entire Agreement.\n\n      This instrument shall be governed by the laws of the State of Delaware and\ncontains the entire  agreement of the parties with respect to the subject matter\nhereof and supersedes any other agreements, whether written or oral, between the\nparties.\n\n      This  Agreement  may not be changed  orally,  but only by an instrument in\nwriting  signed by the party  against whom  enforcement  of any waiver,  change,\nmodification, extension or discharge is sought.\n\nSection 15. Counterparts.\n\n      This Agreement may be executed in two or more counterparts,  each of which\nshall for all purposes be deemed to be an original,  but each of which,  when so\nexecuted, shall constitute but one and the same instrument.\n\n\n\n\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day\nand year first above written.\n\n                               HEALTHSOUTH Rehabilitation Corporation\n\n\n                               By  \/s\/ Aaron Beam, Jr.\n                                 ___________________________________\n                                            Aaron Beam, Jr.\n                                     Executive Vice President and\n                                        Chief Financial Officer\n\n                                   \/s\/ Richard M. Scrushy\n                                  ___________________________________\n                                           Richard M. Scrushy\n\n\n\n\n\n\n\n                    AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT\n\n\n      AMENDMENT  NO. 1 TO  EMPLOYMENT  AGREEMENT,  dated as of  January 5, 1987,\nbetween  HEALTHSOUTH   Rehabilitation   Corporation,   a  Delaware   corporation\n('HEALTHSOUTH'),  and  RICHARD M.  SCRUSHY,  a resident of  Birmingham,  Alabama\n('Scrushy').\n\n\n                              W I T N E S S E T H:\n\n      WHEREAS,  the  parties  to this  Agreement  are  parties  to that  certain\nEmployment  Agreement,  dated as of July 23, 1986 (the 'Employment  Agreement');\nand\n\n      WHEREAS,   the  parties  desire  to  amend  the  Employment  Agreement  as\nhereinafter set forth.\n\n      NOW, THEREFORE,  in consideration of the premises, and the mutual promises\nand covenants  hereinafter  contained,  HEALTHSOUTH and Scrushy do hereby agree,\nfor their mutual benefit, as follows:\n\n      1.  Section  5(a) of the  Agreement is hereby  amended by  increasing  the\nannual base salary effective after December 31, 1986,  previously  $180,000,  to\n$200,000.\n\n      2.  HEALTHSOUTH  and Scrushy  hereby  reaffirm  all of the other terms and\nprovisions of the Employment  Agreement,  which is amended only as  specifically\nset forth herein.\n\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day\nand year first above written.\n\n\n                               HEALTHSOUTH Rehabilitation Corporation\n\n\n                               By   \/s\/ Aaron Beam, Jr.\n                                 ___________________________________\n                                        Aaron Beam, Jr., Senior\n                                  Vice President and Chief Financial\n                                         Officer and Treasurer\n\n\n                                    \/s\/ Richard M. Scrushy\n                                  ___________________________________\n                                          Richard M. Scrushy\n\n\n\n\n\n                    AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT\n\n      AMENDMENT  NO. 2 TO EMPLOYMENT  AGREEMENT,  dated as of December 16, 1987,\nbetween  HEALTHSOUTH   Rehabilitation   Corporation,   a  Delaware   corporation\n('HEALTHSOUTH'),  and  RICHARD M.  SCRUSHY,  a resident of  Birmingham,  Alabama\n('Scrushy').\n\n\n                              W I T N E S S E T H:\n\n      WHEREAS,  the  parties  to this  Agreement  are  parties  to that  certain\nEmployment  Agreement,  dated as of July 23,  1986,  as amended as of January 5,\n1987 (the 'Employment Agreement'); and\n\n      WHEREAS,  the parties desire to further amend the Employment  Agreement as\nhereinafter set forth.\n\n      NOW, THEREFORE,  in consideration of the premises, and the mutual promises\nand covenants  hereinafter  contained,  HEALTHSOUTH and Scrushy do hereby agree,\nfor their mutual benefit, as follows:\n\n      1.  Section  5(a) of the  Agreement is hereby  amended by  increasing  the\nannual base salary  effective  after December 31, 1987,  previously  $200,000 to\n$260,000.\n\n      2.  HEALTHSOUTH  and Scrushy  hereby  reaffirm  all of the other terms and\nprovisions of the Employment  Agreement,  which is amended only as  specifically\nset forth herein.\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day\nand year first above written.\n\n\n                               HEALTHSOUTH Rehabilitation Corporation\n\n\n                               By   \/s\/ Aaron Beam, Jr.\n                                 ___________________________________\n                                        Aaron Beam, Jr., Senior\n                                  Vice President and Chief Financial\n                                         Officer and Treasurer\n\n\n                                    \/s\/ Richard M. Scrushy\n                                  ___________________________________\n                                          Richard M. Scrushy\n\n\n\n                    AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT\n\n      AMENDMENT  NO. 3 TO EMPLOYMENT  AGREEMENT,  dated as of December 20, 1988,\nbetween  HEALTHSOUTH   Rehabilitation   Corporation,   a  Delaware   corporation\n('HEALTHSOUTH'),  and  RICHARD M.  SCRUSHY,  a resident of  Birmingham,  Alabama\n('Scrushy').\n\n\n                              W I T N E S S E T H:\n\n      WHEREAS,  the  parties  to this  Agreement  are  parties  to that  certain\nEmployment  Agreement,  dated as of July 23,  1986,  as amended as of January 5,\n1987 and as of December 16, 1987 (the 'Employment Agreement'); and\n\n      WHEREAS,  the parties desire to further amend the Employment  Agreement as\nhereinafter set forth.\n\n      NOW, THEREFORE,  in consideration of the premises, and the mutual promises\nand covenants  hereinafter  contained,  HEALTHSOUTH and Scrushy do hereby agree,\nfor their mutual benefit, as follows:\n\n      1.  Section  5(a) of the  Agreement is hereby  amended by  increasing  the\nannual base salary  effective  after December 31, 1988,  previously  $260,000 to\n$325,000.\n\n      2.  HEALTHSOUTH  and Scrushy  hereby  reaffirm  all of the other terms and\nprovisions of the Employment  Agreement,  which is amended only as  specifically\nset forth herein.\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day\nand year first above written.\n\n\n\n                               HEALTHSOUTH Rehabilitation Corporation\n\n\n                               By   \/s\/ Aaron Beam, Jr.\n                                 ___________________________________\n                                        Aaron Beam, Jr., Senior\n                                  Vice President and Chief Financial\n                                         Officer and Treasurer\n\n\n                                    \/s\/ Richard M. Scrushy\n                                  ___________________________________\n                                          Richard M. Scrushy\n\n\n\n\n                    AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT\n\n      AMENDMENT  NO. 4 TO EMPLOYMENT  AGREEMENT,  dated as of December 20, 1989,\nbetween  HEALTHSOUTH   Rehabilitation   Corporation,   a  Delaware   corporation\n('HEALTHSOUTH'),  and  RICHARD M.  SCRUSHY,  a resident of  Birmingham,  Alabama\n('Scrushy').\n\n\n                              W I T N E S S E T H:\n\n      WHEREAS,  the  parties  to this  Agreement  are  parties  to that  certain\nEmployment  Agreement,  dated as of July 23,  1986,  as amended as of January 5,\n1987,  as of  December  16, 1987 and as of  December  20, 1988 (the  'Employment\nAgreement'); and\n\n      WHEREAS,  the parties desire to further amend the Employment  Agreement as\nhereinafter set forth.\n\n      NOW, THEREFORE,  in consideration of the premises, and the mutual promises\nand covenants  hereinafter  contained,  HEALTHSOUTH and Scrushy do hereby agree,\nfor their mutual benefit, as follows:\n\n      1. Section 2 of the Agreement is hereby  amended to extend the term of the\nAgreement for a period of five years commencing January 1, 1990.\n\n      2. Section 5(a) of the Agreement is hereby amended by the  substitution in\nplace thereof,  the following new Section 5(a): '(a) A base salary at the annual\nrate of $450,000 effective January 1, 1990, such salary to be paid semi-monthly.\nSuch salary shall be reviewed annually by the Board of Directors.\n\n      It is agreed  between  the parties  that  $60,000 of the above base salary\namount shall be considered to be an incentive  portion thereof,  payable only if\nHEALTHSOUTH's  operations meet the standards set forth in  HEALTHSOUTH's  annual\nbusiness  plan,  as approved for each year during the term of this  Agreement by\nthe Board of Directors,  it being agreed that the main criteria to be considered\nis  whether  HEALTHSOUTH  attains  the  level of net  income  set  forth in such\nbusiness plan. The $60,000 incentive portion shall be payable on a monthly basis\n(1\/12 with respect to each month of the  calendar  year) and shall be payable in\n$5,000 increments within five days of the date HEALTHSOUTH's  internal financial\nstatements  have been  prepared and are  considered by management to be complete\nand accurate.  In the event that any monthly  increment shall not be paid during\nthe course of a calendar  year because the business plan is not met, such amount\nshall be due and payable at the time HEALTHSOUTH's  annual results are announced\nto the public if  HEALTHSOUTH  attains the net income set forth in the  business\nplan for the calendar year involved.'\n\n      3. Section 8(f) of the Agreement is hereby amended by  substituting in the\nplace of the words 'two years'  annual  base  salary'  the words  'three  years'\nannual base salary (including the gross incentive portion)'.\n\n      4.  HEALTHSOUTH  and Scrushy  hereby  reaffirm  all of the other terms and\nprovisions of the Employment  Agreement,  which is amended only as  specifically\nset forth herein.\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day\nand year first above written.\n\n\n                               HEALTHSOUTH Rehabilitation Corporation\n\n\n                               By   \/s\/ Aaron Beam, Jr.\n                                 ___________________________________\n                                        Aaron Beam, Jr., Senior\n                                  Vice President and Chief Financial\n                                         Officer and Treasurer\n\n\n                                    \/s\/ Richard M. Scrushy\n                                  ___________________________________\n                                          Richard M. Scrushy\n\n\n\n\n\n                    AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT\n\n      AMENDMENT  NO. 5 TO  EMPLOYMENT  AGREEMENT,  dated as of  January 8, 1991,\nbetween  HEALTHSOUTH   Rehabilitation   Corporation,   a  Delaware   corporation\n('HEALTHSOUTH'),  and  RICHARD M.  SCRUSHY,  a resident of  Birmingham,  Alabama\n('Scrushy').\n\n\n                              W I T N E S S E T H:\n\n      WHEREAS,  the  parties  to this  Agreement  are  parties  to that  certain\nEmployment  Agreement,  dated as of July 23,  1986,  as amended as of January 5,\n1987,  as of December 16,  1987,  as of December 20, 1988 and as of December 20,\n1989 (the 'Employment Agreement'); and\n\n      WHEREAS,  the parties desire to further amend the Employment  Agreement as\nhereinafter set forth.\n\n      NOW, THEREFORE,  in consideration of the premises, and the mutual promises\nand covenants  hereinafter  contained,  HEALTHSOUTH and Scrushy do hereby agree,\nfor their mutual benefit, as follows:\n\n      1.  Section  2 of  the  Employment  Agreement  is  hereby  amended  by the\nsubstitution in place thereof, the following new Section 2:\n\n      'The term of employment  provided for in this Agreement  shall commence on\nJanuary 1, 1991,  and shall remain in full force and effect for a period of five\nyears  thereafter.  Such term shall be automatically  extended for an additional\nyear on each December 31, during the term hereof,  unless  written notice of any\nnon-extension is provided Scrushy at least 30 days prior to such December 31.'\n\n      2.  Section  5(a)  of  the  Employment  Agreement  is  hereby  amended  by\nincreasing the annual base salary from $450,000 to $600,000,  effective  January\n1, 1991.  The incentive  portion of this $600,000 base salary shall be $120,000,\npayable in $10,000 increments on a monthly basis.\n\n      3.  HEALTHSOUTH  and Scrushy  hereby  reaffirm  all of the other terms and\nprovisions of the Employment  Agreement,  which is amended only as  specifically\nset forth herein.\n\n      IN WITNESS WHEREOF, the parties have executed and delivered this Agreement\nas of the day and year first above written.\n\n\n                               HEALTHSOUTH Rehabilitation Corporation\n\n\n                               By   \/s\/ Aaron Beam, Jr.\n                                 ___________________________________\n                                        Aaron Beam, Jr., Senior\n                                  Vice President and Chief Financial\n                                         Officer and Treasurer\n\n\n                                    \/s\/ Richard M. Scrushy\n                                  ___________________________________\n                                          Richard M. Scrushy\n\n\n\n\n                    AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENT\n\n      AMENDMENT  NO. 6 TO  EMPLOYMENT  AGREEMENT,  dated as of  January 1, 1992,\nbetween  HEALTHSOUTH   Rehabilitation   Corporation,   a  Delaware   corporation\n('HEALTHSOUTH'),  and  RICHARD M.  SCRUSHY,  a resident of  Birmingham,  Alabama\n('Scrushy').\n\n\n                              W I T N E S S E T H:\n\n      WHEREAS,  the  parties  to this  Agreement  are  parties  to that  certain\nEmployment  Agreement,  dated as of July 23,  1986,  as amended as of January 5,\n1987, as of December 16, 1987, as of December 20, 1988, as of December 20, 1989,\nand as of January 8, 1991 (the 'Employment Agreement'); and\n\n      WHEREAS,  the parties desire to further amend the Employment  Agreement as\nhereinafter set forth.\n\n      NOW, THEREFORE,  in consideration of the premises, and the mutual promises\nand covenants  hereinafter  contained,  HEALTHSOUTH and Scrushy do hereby agree,\nfor their mutual benefit, as follows:\n\n      1.  Section  5(a)  of  the  Employment  Agreement  is  hereby  amended  by\nincreasing the annual base salary from $600,000 to $730,000,  effective  January\n1, 1992.  The incentive  portion of this $600,000 base salary shall be $180,000,\npayable in $15,000 increments on a monthly basis.\n\n      2.  HEALTHSOUTH  and Scrushy  hereby  reaffirm  all of the other terms and\nprovisions of the Employment  Agreement,  which is amended only as  specifically\nset forth herein.\n\n      IN WITNESS WHEREOF, the parties have executed and delivered this Agreement\nas of the day and year first above written.\n\n\n                               HEALTHSOUTH Rehabilitation Corporation\n\n\n                               By   \/s\/ Aaron Beam, Jr.\n                                 ___________________________________\n                                        Aaron Beam, Jr., Senior\n                                  Vice President and Chief Financial\n                                         Officer and Treasurer\n\n\n                                    \/s\/ Richard M. Scrushy\n                                  ___________________________________\n                                          Richard M. Scrushy\n\n\n\n\n\n                    AMENDMENT NO. 7 TO EMPLOYMENT AGREEMENT\n\n      AMENDMENT  NO. 7 TO  EMPLOYMENT  AGREEMENT,  dated as of  January 1, 1993,\nbetween  HEALTHSOUTH   Rehabilitation   Corporation,   a  Delaware   corporation\n('HEALTHSOUTH'),  and  RICHARD M.  SCRUSHY,  a resident of  Birmingham,  Alabama\n('Scrushy').\n\n\n                              W I T N E S S E T H:\n\n      WHEREAS,  the  parties  to this  Agreement  are  parties  to that  certain\nEmployment  Agreement,  dated as of July 23,  1986,  as amended as of January 5,\n1987, as of December 16, 1987, as of December 20, 1988, as of December 20, 1989,\nas of January 8, 1991 and as of  January 1, 1992 (the  'Employment  Agreement');\nand\n\n      WHEREAS,  the parties desire to further amend the Employment  Agreement as\nhereinafter set forth.\n\n      NOW, THEREFORE,  in consideration of the premises, and the mutual promises\nand covenants  hereinafter  contained,  HEALTHSOUTH and Scrushy do hereby agree,\nfor their mutual benefit, as follows:\n\n      1.  Section  5(a)  of  the  Employment  Agreement  is  hereby  amended  by\nincreasing the annual base salary from $730,000 to $766,500,  effective  January\n1, 1993.  The incentive  portion of this $730,000 base salary shall be $240,000,\npayable in $20,000 increments on a monthly basis.\n\n      2.  HEALTHSOUTH  and Scrushy  hereby  reaffirm  all of the other terms and\nprovisions of the Employment  Agreement,  which is amended only as  specifically\nset forth herein.\n\n      IN WITNESS WHEREOF, the parties have executed and delivered this Agreement\nas of the day and year first above written.\n\n\n\n                               HEALTHSOUTH Rehabilitation Corporation\n\n\n                               By   \/s\/ Aaron Beam, Jr.\n                                 ___________________________________\n                                        Aaron Beam, Jr., Senior\n                                  Vice President and Chief Financial\n                                         Officer and Treasurer\n\n\n                                    \/s\/ Richard M. Scrushy\n                                  ___________________________________\n                                          Richard M. Scrushy\n\n\n\n\n                    AMENDMENT NO. 8 TO EMPLOYMENT AGREEMENT\n\n\n      AMENDMENT  NO. 8 TO  EMPLOYMENT  AGREEMENT,  dated as of  January 1, 1994,\nbetween  HEALTHSOUTH   Rehabilitation   Corporation,   a  Delaware   corporation\n('HEALTHSOUTH'),  and  RICHARD M.  SCRUSHY,  a resident of  Birmingham,  Alabama\n('Scrushy').\n\n                              W I T N E S S E T H:\n\n      WHEREAS,  the  parties  to this  Agreement  are  parties  to that  certain\nEmployment  Agreement,  dated as of July 23,  1986,  as amended as of January 5,\n1987, as of December 16, 1987, as of December 20, 1988, as of December 20, 1989,\nas of  January  8,  1991,  as of  January 1, 1992 and as of January 1, 1993 (the\n'Employment Agreement'); and\n\n      WHEREAS,  the parties desire to further amend the Employment  Agreement as\nhereinafter set forth.\n\n      NOW, THEREFORE,  in consideration of the premises, and the mutual promises\nand covenants  hereinafter  contained,  HEALTHSOUTH and Scrushy do hereby agree,\nfor their mutual benefit, as follows:\n\n      1.  Section  5(a)  of  the  Employment  Agreement  is  hereby  amended  by\nincreasing the annual base salary to $800,000, effective January 1, 1994.\n\n      In addition to the above base salary,  Scrushy  shall be paid an incentive\nbonus in the total amount of $400,000 per annum,  payable only if  HEALTHSOUTH's\noperations meet the standards set forth in  HEALTHSOUTH's  annual business plan,\nas  approved  for each year  during the term of this  Agreement  by the Board of\nDirectors,  it being agreed that the main  criteria to be  considered is whether\nHEALTHSOUTH attains the level of net income set forth in such business plan. The\n$400,000  incentive bonus shall be payable on a monthly basis (1\/12 with respect\nto each  month  of the  calendar  year)  and  shall  be  payable  in  $33,333.33\nincrements  within  five  days  of the  date  HEALTHSOUTH's  internal  financial\nstatements  have been  prepared and are  considered by management to be complete\nand accurate.  In the event that any monthly  increment shall not be paid during\nthe course of a calendar  year because the business plan is not met, such amount\nshall be due and payable at the time HEALTHSOUTH's  annual results are announced\nto the public if  HEALTHSOUTH  attains the net income set forth in the  business\nplan for the calendar year involved.\n\n      2.  HEALTHSOUTH  and Scrushy  hereby  reaffirm  all of the other terms and\nprovisions of the Employment  Agreement,  which is amended only as  specifically\nset forth herein.\n\n      IN WITNESS WHEREOF, the parties have executed and delivered this Agreement\nas of the day and year first above written.\n\n\n                               HEALTHSOUTH Rehabilitation Corporation\n\n\n                               By   \/s\/ Aaron Beam, Jr.\n                                 ___________________________________\n                                        Aaron Beam, Jr., Senior\n                                  Vice President and Chief Financial\n                                         Officer and Treasurer\n\n\n                                    \/s\/ Richard M. Scrushy\n                                  ___________________________________\n                                          Richard M. Scrushy\n\n\n\n\n\n                    AMENDMENT NO. 9 TO EMPLOYMENT AGREEMENT\n\n\n      AMENDMENT  NO. 9 TO  EMPLOYMENT  AGREEMENT,  dated as of  January 1, 1995,\nbetween HEALTHSOUTH  Corporation,  a Delaware corporation  ('HEALTHSOUTH'),  and\nRICHARD M. SCRUSHY, a resident of Birmingham, Alabama ('Scrushy').\n\n                              W I T N E S S E T H:\n\n      WHEREAS,  the  parties  to this  Agreement  are  parties  to that  certain\nEmployment  Agreement,  dated as of July 23,  1986,  as amended as of January 5,\n1987, as of December 16, 1987, as of December 20, 1988, as of December 20, 1989,\nas of January 8, 1991, as of January 1, 1992,  as of January 1, 1993,  and as of\nJanuary 1, 1994 (the 'Employment Agreement'); and\n\n      WHEREAS,  the parties desire to further amend the Employment  Agreement as\nhereinafter set forth.\n\n      NOW, THEREFORE,  in consideration of the premises, and the mutual promises\nand covenants  hereinafter  contained,  HEALTHSOUTH and Scrushy do hereby agree,\nfor their mutual benefit, as follows:\n\n      1.  Section  5(a)  of  the  Employment  Agreement  is  hereby  amended  by\nincreasing the annual  incentive bonus for 1995 to a total of $900,000,  payable\nonly if  HEALTHSOUTH's  operations meet the standards set forth in HEALTHSOUTH's\nannual  business  plan,  as  approved  for  each  year  during  the term of this\nAgreement by the Board of  Directors,  it being agreed that the main criteria to\nbe considered is whether  HEALTHSOUTH  attains the level of net income set forth\nin such  business  plan.  The  $900,000  incentive  bonus  shall be payable on a\nmonthly  basis (1\/12 with respect to each month of the calendar  year) and shall\nbe payable  in $75,000  increments  within  five days of the date  HEALTHSOUTH's\ninternal  financial   statements  have  been  prepared  and  are  considered  by\nmanagement to be complete and accurate.  In the event that any monthly increment\nshall not be paid during the course of a calendar year because the business plan\nis not met,  such  amount  shall be due and  payable  at the time  HEALTHSOUTH's\nannual results are announced to the public if HEALTHSOUTH attains the net income\nset forth in the business plan for the calendar year involved.\n\n      2.  HEALTHSOUTH  and Scrushy  hereby  reaffirm  all of the other terms and\nprovisions of the Employment  Agreement,  which is amended only as  specifically\nset forth herein.\n\n      IN WITNESS WHEREOF, the parties have executed and delivered this Agreement\nas of the day and year first above written.\n\n\n\n                               HEALTHSOUTH Rehabilitation Corporation\n\n\n                               By   \/s\/ Aaron Beam, Jr.\n                                 ___________________________________\n                                        Aaron Beam, Jr., Senior\n                                  Vice President and Chief Financial\n                                         Officer and Treasurer\n\n\n                                    \/s\/ Richard M. Scrushy\n                                  ___________________________________\n                                          Richard M. Scrushy\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-39230","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\/39230","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=39230"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39230"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39230"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39230"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}