{"id":39231,"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-scrushy4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-healthsouth-corp-and-richard-m-scrushy4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-healthsouth-corp-and-richard-m-scrushy4.html","title":{"rendered":"Employment Agreement &#8211; HealthSouth Corp. and Richard M. Scrushy"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n\n     EMPLOYMENT AGREEMENT, dated as of April 1, 1998 (this 'Agreement'), between\nHEALTHSOUTH Corporation,  a Delaware corporation (the 'Company'), and RICHARD M.\nSCRUSHY, a resident of Birmingham, Alabama (the 'Executive').\n\n\n                              W I T N E S S E T H:\n                               - - - - - - - - - -\n\n\n     WHEREAS,  the  Company  provides  comprehensive  rehabilitative,  clinical,\ndiagnostic and surgical healthcare services;\n\n     WHEREAS,  the  Executive  is a founder of the  Company  and serves as Chief\nExecutive Officer of the Company and as Chairman of its Board of Directors; and\n\n     WHEREAS,  the Company wishes to assure itself of the continued  services of\nthe  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  the\nreceipt 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 as\nof the date  hereof  (the  'Effective  Date')  and  shall  expire  on the  fifth\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 authority\nof, the Chief Executive  Officer of the Company and the Chairman of the Board of\nDirectors of the Company (the  'Board') and shall report  directly to the Board.\nThe Company  shall use its best  efforts to cause the  Executive to be nominated\nand  elected  (or  renominated  and  reelected,  as the case may be)  during the\nEmployment Period as a director of the Company.\n\n     (b) The Executive  shall have effective  supervision  and control over, and\nresponsibility  for, the strategic  direction and general and active  day-to-day\nleadership  and  management  of the  business and affairs of the Company and the\ndirect and indirect  subsidiaries of the Company,  subject only to the authority\nof the  Board,  and  shall  have  all  of  the  powers,  authority,  duties  and\nresponsibilities  usually  incident  to  the  positions  and  offices  of  Chief\nExecutive Officer and Chairman of the Board of the Company.\n\n\n\n     (c) The Executive agrees to devote  substantially all of his business time,\nefforts and skills to the performance of his duties and  responsibilities  under\nthis Agreement; provided, however, that nothing in this Agreement shall preclude\nthe Executive from devoting reasonable periods required for (i) participating in\nprofessional, educational, philanthropic, public interest, charitable, social or\ncommunity  activities,  (ii)  serving  as a  director  or member of an  advisory\ncommittee of any corporation or other entity that the Executive is serving on as\nof the Effective  Date or any other  corporation or entity that is not in direct\ncompetition  with  the  Company  or (iii)  managing  his  personal  investments,\nprovided that such  activities do not materially  interfere with the Executive's\nregular performance of his duties and responsibilities hereunder.\n\n     (d) The  foregoing  provisions  of this  Section 3 shall be  subject to the\nExecutive's  right to elect to serve the Company  solely as the  Chairman of the\nBoard, as provided in Section 22 hereof.\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 to the Executive the amounts\nand benefits set forth below.\n\n     (a) Salary.  The Company shall pay the Executive an annual base salary (the\n'Base Salary') of at least $1,200,000. The Executive's Base Salary shall be paid\nin 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,  except as otherwise  contemplated  by\nSection 22 hereof.\n\n     (b) Annual Target Bonus.  The Company shall provide the Executive  with the\nopportunity  to earn an annual target bonus (the 'Annual Target Bonus') equal to\nat least  $2,400.000.  The amount of the Annual Target Bonus will be reviewed at\nleast annually by the  Compensation  Committee for  consideration of appropriate\nmerit increases and, once established at a specified  amount,  the Annual Target\nBonus shall not be decreased during the Employment  Period,  except as otherwise\ncontemplated  by Section 22 hereof.  The Annual  Target Bonus will be payable in\nthe event that the Company's operations meet the annual performance standard set\nforth in the Company's business plan, as approved by the Compensation  Committee\nin each year of the Employment  Period (the 'Business  Plan'). In the event that\nthe Company's  operations meet the monthly performance standard set forth in the\nBusiness Plan, an amount equal to one-twelfth  (1\/12) of the Annual Target Bonus\n(a 'Monthly  Target Bonus') shall be payable within five days following the date\nthe Company's internal monthly financial statements have been completed.  In the\nevent that any Monthly  Target Bonus shall not be paid during the course of such\ncalendar  year because the relevant  monthly  performance  standard was not met,\nsuch  Monthly  Target  Bonus shall  again  become  available  for payment if the\nCompany attains its annual  performance  standard for such calendar year. In the\nevent  that  the  annual  performance  standards  are not met,  Executive  shall\nnevertheless be entitled to retain all amounts  theretofore  received in respect\nof any Monthly  Target Bonuses paid during the course of such calendar year. For\nthe  remainder of the 1998  calendar year  following  the  Effective  Date,  the\nExecutive  will be paid  $200,000  within  five  days  following  the  date  the\nCompany's  internal  monthly  financial  statements have been completed for each\ncalendar month ending following the Effective Date in which the relevant monthly\nperformance  standard is met and,  in the event the  Company  attains its annual\nperformance  standard  for 1998,  the  Executive  shall be paid  $200,000 of any\nmonth,  dating back to January,  1998,  in which the  Executive was not paid the\nMonthly Target Bonus due to the relevant monthly performance standard not having\nbeen met.\n\n     (c) Other Incentive  Plans.  The Executive  shall  participate in all other\nbonus or incentive plans or arrangements in which other senior executives of the\nCompany  are  eligible  to  participate  from time to time,  including,\n\n\n\nwithout  limitation,  any management  bonus pool  arrangement.  The  Executive's\nincentive compensation  opportunities under such plans and arrangements shall be\ndetermined  from time to time by the  Compensation  Committee upon  consultation\nwith the Executive.\n\n     (d) Equity Incentives. The Executive shall be given consideration, at least\nannually,  by the  Compensation  Committee  for the grant of options to purchase\nshares of the common stock of the Company.  In addition,  the Executive shall be\nentitled  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  senior  executives  of the Company are  eligible to\nparticipate.  The Executive's  awards under such plans and arrangements shall be\ndetermined  from time to time by the  Compensation  Committee upon  consultation\nwith the Executive.\n\n     (e) Employee  Benefits.  The Executive  shall be entitled to participate in\nall employee benefit plans,  programs,  practices or arrangements of the Company\nin which other senior executives of the Company are eligible to participate from\ntime to time,  including,  without  limitation,  any qualified or  non-qualified\npension,  profit  sharing and savings  plans,  any death benefit and  disability\nbenefit  plans,  and any  medical,  dental,  health and welfare  plans.  Without\nlimiting  the  generality  of the  foregoing,  the  Company  shall  provide  the\nExecutive with the following:\n\n          (i)  provision  of  long-term  disability  insurance  coverage  paying\n     benefits equal to at least 100% of the  Executive's  Base Salary and Annual\n     Target Bonus for the duration of any permanent and total  disability of the\n     Executive,  either  through an individual  disability  insurance  policy or\n     otherwise;\n\n          (ii) continued  provision of split-dollar life insurance  coverage and\n     payment of premiums pursuant to that certain Split-Dollar Agreement between\n     the Executive and the Company, dated February 1, 1992, as amended; and\n\n          (iii) provision of the pension benefits provided under a non-qualified\n     retirement  plan for the  Executive,  a  summary  of the  terms of which is\n     attached hereto as Exhibit A.\n\n     (f) Fringe  Benefits and  Perquisites.  The Executive  shall be entitled to\ncontinuation of all fringe benefits and perquisites provided to the Executive on\nthe  Effective  Date,  and to all  fringe  benefits  and  perquisites  which are\ngenerally made available to senior  executives of the Company from time to time.\nWithout limiting the generality of the foregoing,  the Company shall provide the\nExecutive with the following:\n\n          (i) provision of executive offices and secretarial staff;\n\n          (ii) six weeks paid vacation during each calendar year;\n\n          (iii) provision of an automobile of the Executive's  choice (which may\n     be traded in for a new automobile  each year),  plus payment of all related\n     automobile  expenses,  including gas,  maintenance  expenses and automobile\n     insurance;\n\n          (iv) payment of initiation  fees and annual dues for two country clubs\n     of the  Executive's  choice,  and  payment  of dues  for  any  professional\n     societies  and   associations  of  which  the  Executive  is  a  member  in\n     furtherance of his duties hereunder;\n\n          (v)  in  order  to  ensure  the  accessibility  and  security  of  the\n     Executive,  use of the Company's  aircraft and related  facilities for both\n     business  and  personal  travel  and  provision  of  appropriate   personal\n     residence   security    services,    a   24-hour   bodyguard   service,   a\n     security-trained  driver\/bodyguard  and any other measures  prescribed from\n     time to time by the Company's  corporate  security  advisor and approved by\n     the Board; and\n\n          (vi)  reimbursement  of  all  reasonable  travel  and  other  business\n     expenses and disbursements  incurred by the Executive in the performance of\n     his duties under this Agreement,  upon proper accounting in accordance with\n     the Company's normal practices and procedures for\n\n\n\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 the\nfollowing events:\n\n     (a)  Resignation for Good Reason.  The Executive may voluntarily  terminate\nhis employment hereunder for Good Reason. For purposes of this Agreement,  'Good\nReason' shall mean:\n\n          (i) the  assignment to the Executive of any duties  inconsistent  with\n     the Executive's  position (including status,  offices,  titles or reporting\n     relationships),  authority,  duties or  responsibilities as contemplated by\n     Section 3 hereof, or any action by the Company that results in a diminution\n     in such position, authority, duties or responsibilities,  but excluding for\n     these purposes any isolated and insubstantial action not taken in bad faith\n     and which is  remedied  by the  Company  promptly  after  receipt of notice\n     thereof given by the Executive;\n\n          (ii)   any   material    change   in   the    Executive's    reporting\n     responsibilities;\n\n          (iii) any  material  failure by the  Company to honor its  obligations\n     under this Agreement;\n\n          (iv) a notice of  non-extension  of the Agreement Term provided by the\n     Company to the Executive as set froth in Section 2 hereof;\n\n          (v) the relocation of the Company's  principal  executive offices to a\n     location  more  than 40 miles  from its  current  location  in  Birmingham,\n     Alabama,  or the location of the  Executive's  own office to other than the\n     Company's principal executive offices;\n\n          (vi) any  failure  by the  Company  to  obtain an  assumption  of this\n     Agreement  by a successor  corporation  as  required  under  Section  14(a)\n     hereof;\n\n          (vii) the failure of the Company to  renominate  the  Executive to the\n     Board or the failure of the Company's stockholders to reelect the Executive\n     to the Board; or\n\n          (viii) any  purported  termination  by the Company of the  Executive's\n     employment otherwise than as expressly permitted by this Agreement.\n\nHowever,  in no event shall the Executive be considered to have  terminated  his\nemployment  for 'Good  Reason'  unless and until the  Company  receives  written\nnotice from the Executive identifying in reasonable detail the acts or omissions\nconstituting  'Good Reason' and the provision of this Agreement relied upon, and\nsuch  acts  or  omissions  are  not  cured  by the  Company  to  the  reasonable\nsatisfaction  of the Executive  within 30 days of the Company's  receipt of such\nnotice.\n\n     (b) Resignation  other than for Good Reason.  The Executive may voluntarily\nterminate his employment hereunder for any reason other than Good Reason.\n\n     (c)  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 or competent  jurisdiction,  to be\nguilty of a felony under the laws of the United  States or any state  thereof or\n(ii) the Executive is found, by a  non-appealable  order of a court of competent\njurisdiction,  to have committed a fraud, which has a material adverse effect on\nthe Company. However, in no event shall the Executive's employment be considered\nto have been  terminated for 'Cause'  unless and until the Executive  receives a\ncopy of a resolution duly adopted by the  affirmative  vote of a majority of the\nBoard at a meeting  called and held for such purpose (after  reasonable  written\nnotice is provided to the Executive setting forth in reasonable detail the facts\nand  circumstances  claimed to provide a basis of termination  for Cause and the\nExecutive is given an opportunity, together with counsel, to be heard before the\nBoard)  finding that the  Executive is guilty of acts or omissions  constituting\nCause.\n\n\n\n     (d)  Termination  other than for Cause.  The Board  shall have the right to\nterminate  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     (e) Disability.  The Executive's  employment hereunder shall terminate upon\nhis  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(e)(i) 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     (f) Death.  The Executive's  employment  hereunder shall terminate upon his\ndeath.\n\n     7. COMPENSATION UPON TERMINATION OF EMPLOYMENT\n\n     In the event the Executive's employment by the Company is terminated during\nthe Agreement  Term, the Executive  shall be entitled to the severance  benefits\nset forth below:\n\n     (a)  Resignation  for Good Reason.  In the event the Executive  voluntarily\nterminates his employment  hereunder for Good Reason,  the Company shall pay the\nExecutive and provide him with the following:\n\n          (i) Accrued  Rights.  The Company  shall pay the  Executive a lump-sum\n     amount  equal to the sum of (A) his earned but unpaid Base  Salary  through\n     the date of termination,  (B) any earned but unpaid Annual Target Bonus for\n     any completed calendar year, (C) any earned but unpaid Monthly Target Bonus\n     for any completed month in the calendar year of the Executive's termination\n     and (D) any  unreimbursed  business  expenses  or other  amounts due to the\n     Executive from the Company as of the date of termination.  In addition, the\n     Company shall  provide to the  Executive all payments,  rights and benefits\n     due as of the date of termination under the terms of the Company's employee\n     and fringe benefit plans, practices,  programs and arrangements referred to\n     in  Sections  5(e) and 5(f)  hereof  (including,  but not  limited  to, any\n     retirement  benefits set forth on Exhibit A to which Executive is entitled)\n     (together with the lump-sum payment, the 'Accrued Rights').\n\n          (ii) Severance Payment. The Company shall pay the Executive a lump-sum\n     amount  equal to the sum of the  Executive's  then-current  Base Salary and\n     Annual Target Bonus at the time of the  Executive's  termination,  for each\n     year remaining in the Agreement Term (with  pro-rated  amounts of such Base\n     Salary and Annual Target Bonus, on a daily basis,  for any partial calendar\n     years during such remaining  Agreement  Term),  with such lump-sum  payment\n     discounted  to present  value using an  interest  rate equal to 100% of the\n     monthly compounded  applicable federal rate (the 'Applicable  Rate'), as in\n     effect  under  Section  1274(d) of the Internal  Revenue  Code of 1986,  as\n     amended  (the  'Code'),  for the month in which  payment is  required to be\n     made.  For purposes of  determining  the portion of the  severance  payment\n     based on the Annual  Target  Bonus to be payable  hereunder,  the  relevant\n     performance  standards  for the  Company  shall  be  deemed  to  have  been\n     achieved.\n\n          (iii)  Continued  Benefits.  The  Company  shall  pay or  provide  the\n     Executive  with all  employee and fringe  benefits  referred to in Sections\n     5(e) and 5(f)  hereof for the  balance  of the  Agreement  Term;  provided,\n     however,  that if and to the extent the  Company  determines  that any such\n     benefits cannot be paid or provided under the plans in question due to Code\n     or other  restrictions,  the Company shall provide  payments,  coverages or\n     benefits,  which are at least as favorable to the Executive on an after-tax\n     basis, through other means reasonably satisfactory to the Executive.\n\n          (iv) Equity Rights.  All stock options and other  equity-based  rights\n     held by the Executive\n\n\n\n     at the date of termination  shall become  immediately  and fully vested and\n     exercisable,  and the  Executive  shall  retain the right to  exercise  all\n     outstanding  stock  options for the  duration of their  original  full term\n     (without  regard to  termination  of  employment)  in  accordance  with the\n     Founder  Retirement  Benefit  Program  attached  hereto  as  Exhibit B (the\n     'Founders' Program').  The Company shall forthwith take all necessary steps\n     to amend any  relevant  stock  option plans of the Company and stock option\n     agreements to the extent  necessary to allow for the foregoing  vesting and\n     term of exercise.\n\n     (b)  Resignation  other than for Good  Reason.  In the event the  Executive\nvoluntarily  terminates his employment hereunder other than for Good Reason, the\nCompany shall pay the Executive and provide him with the following:\n\n          (i) Accrued Rights. The Company shall pay and provide to the Executive\n     any Accrued Rights.\n\n          (ii) Severance Payment. The Company shall pay the Executive a lump-sum\n     amount  equal to two times  the sum of the  Executive's  then-current  Base\n     Salary and Annual Target Bonus at the time of the Executive's  termination,\n     with such lump-sum payment discounted to present value using the Applicable\n     Rate for the month in which payment is required to be made. For purposes of\n     determining the portion of the severance payment based on the Annual Target\n     Bonus to be payable hereunder,  the relevant performance  standards for the\n     Company shall be deemed to have been achieved.\n\n     (c)  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.\n\n     (d) Termination other than for Cause, Disability or Death. In the event the\nExecutive's  employment  hereunder is  terminated  by the Company for any reason\nother than for Cause,  Disability or death,  the Company shall pay the Executive\nand provide him with all severance benefits set forth in Section 7(a) hereof.\n\n     (e)  Disability.  In the  event the  Executive's  employment  hereunder  is\nterminated by reason of the  Executive's  Disability,  the Company shall pay the\nExecutive and provide him with the following:\n\n          (i) Accrued Rights. The Company shall pay and provide to the Executive\n     any Accrued Rights, including all disability insurance coverage.\n\n          (ii) Severance  Payment.  The Company shall provide the Executive with\n     continued  payment of the Executive's  Base Salary and Annual Target Bonus,\n     as in  effect  on the  date of  termination,  for a period  of three  years\n     following  the  Executive's  termination,  payable  at the times and in the\n     manner such Base Salary and Annual Target Bonus would have been paid if the\n     Executive  had  continued  in the  employment  of the Company and as if all\n     relevant performance standards had been achieved during such periods.\n\n     (f) Death.\n\n     In the event the Executive's  employment  hereunder is terminated by reason\nof the Executive's death, the Company shall pay the Executive's  representatives\nor estate the following:\n\n          (i)  Accrued  Rights.  The  Company  shall  pay  and  provide  to  the\n     Executive's  representatives  or estate any Accrued  Rights,  including all\n     life insurance coverage.\n\n          (ii)  Severance  Payment.   The  Company  shall  pay  the  Executive's\n     representatives  or  estate  a  lump-sum  amount  equal  to the  sum of the\n     Executive's then-current Base Salary and Annual Target Bonus at the time of\n     the Executive's  death,  with such lump-sum  payment  discounted to present\n     value using the Applicable  Rate for the month in which payment is required\n     to be made.  For  purposes  of  determining  the  portion of the  severance\n     payment  based on the  Annual  Target  Bonus to be payable\n\n\n\n     hereunder,  the relevant  performance  standards  for the Company  shall be\n     deemed to have been achieved.\n\n     8. FOUNDERS' BENEFITS\n\n     Upon the  Executive's  termination of employment  hereunder for any reason,\nand in addition to any severance benefits payable to him under Section 7 hereof,\nthe Company shall treat such  termination as a 'retirement'  for purposes of the\nFounder's Program, and shall provide the Executive with the benefits outlined in\nthe Founders' Program in recognition of his status as a founder of the Company.\n\n     9. CHANGE IN CONTROL\n\n     (a)  Supplemental   termination   Rights.   In  the  event  of  Executive's\ntermination  other  than  for  Cause,  Disability  or  death  or in the  event a\nvoluntary  termination of employment by the Executive pursuant to either Section\n6(a) or Section 6(b) hereof, in either case occurring within two years following\na Change in Control, the Company shall pay to the Executive,  in addition to the\nseverance  benefits  payable under Section 7(b) hereof,  an additional  lump-sum\namount equal to the Executive's then-current Base Salary and Annual Target Bonus\nat  the  time  of  the  Executive's  termination,  with  such  lump-sum  payment\ndiscounted  to present  value using the  Applicable  Rate for the month in which\npayment is required to be made.\n\n     (b) Definition. For purposes of this Agreement, a 'Change in Control' shall\nbe deemed to have occurred by reason of:\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) of\n     the Securities Exchange Act of 1934, but excluding,  for this purpose,  the\n     Company or its subsidiaries, or any employee benefit plan of the Company or\n     its subsidiaries which acquires  beneficial  ownership of voting securities\n     of the Company) of beneficial  ownership  (within the meaning of Rule 13d-3\n     promulgated  under the  Securities  Exchange Act of 1934) of 25% or more of\n     either the  then-outstanding  shares of the common  stock of the Company or\n     the  combined  voting  power  of  the  Company's   then-outstanding  voting\n     securities entitled to vote generally in the election of directors; or\n\n          (ii) individuals who, as of the date hereof,  constitute the Board (as\n     of such date, the 'Incumbent  Board') cease for any reason to constitute at\n     least a majority of the Board; provided,  however, that any person becoming\n     a  director  subsequent  to such date whose  election,  or  nomination  for\n     election,  was  approved by a vote of at least a majority of the  directors\n     then constituting the Incumbent Board (other than an election or nomination\n     of an individual  whose initial  assumption of office is in connection with\n     an actual or  threatened  election  contest  relating  to the  election  of\n     directors of the Company) shall be, for purposes of this Section  9(b)(ii),\n     considered as though such person were a member of the Incumbent Board; or\n\n          (iii) approval by the stockholders of the Company of a reorganization,\n     merger, consolidation or share exchange, in each case with respect to which\n     persons who were the stockholders of the Company  immediately prior to such\n     reorganization, merger, consolidation or share exchange do not, immediately\n     thereafter, own more than 75% of the combined voting power entitled to vote\n     generally  in  the  election  of  directors  of  the  reorganized,  merged,\n     consolidated   or  other   surviving   entity's   then-outstanding   voting\n     securities,  or a liquidation  or dissolution of the Company or the sale of\n     all or substantially all of the assets of the Company.\n\n     10. PARACHUTE TAX INDEMNITY\n\n     (a) If it shall be determined that any amount paid,  distributed or treated\nas paid or distributed by the Company to or for the Executive's benefit (whether\npaid or payable or  distributed or  distributable  pursuant to the terms of this\nAgreement or otherwise, but determined without regard to any additional payments\nrequired under this Section 10) (a 'Payment') would be subject to the excise tax\nimposed by Section 4999 of the Code or any interest or penalties are\n\n\n\nincurred by the  Executive  with  respect to such  excise tax (such  excise tax,\ntogether with any such interest and penalties,  being  hereinafter  collectively\nreferred  to as the  'Excise  Tax'),  then the  Executive  shall be  entitled to\nreceive an  additional  payment (a  'Gross-Up  Payment')  in an amount such that\nafter payment by the Executive of all federal,  state and local taxes (including\nany interest or penalties imposed with respect to such taxes), including without\nlimitation,  any income  taxes (and any  interest  and  penalties  imposed  with\nrespect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive\nretains an amount of the Gross-Up  Payment  equal to the Excise Tax imposed upon\nthe Payments.\n\n     (b) All determinations required to be made under this Section 10, including\nwhether and when a Gross-Up  Payment is required and the amount of such Gross-Up\nPayment and the  assumptions  to be utilized in arriving at such  determination,\nshall be made by a nationally recognized accounting firm as may be designated by\nthe Executive (the 'Accounting  Firm') which shall provide  detailed  supporting\ncalculations  both to the Company and the  Executive  within 15 business days of\nthe receipt of notice from the Executive that there has been a Payment,  or such\nearlier time as is requested  by the Company.  In the event that the  Accounting\nFirm is serving as  accountant  or auditor for the  individual,  entity or group\neffecting the Change in Control,  the Executive shall appoint another nationally\nrecognized accounting firm to make the determinations  required hereunder (which\naccounting firm shall then be referred to as the Accounting Firm hereunder). All\nfees and  expenses of the  Accounting  Firm shall be borne by the  Company.  Any\nGross-Up  Payment,  as determined  pursuant to this Section 10, shall be paid by\nthe Company to the Executive  within five days of the receipt of the  Accounting\nFirm's determination.  Any determination by the Accounting Firm shall be binding\nupon the  Company  and the  Executive.  As a result  of the  uncertainty  in the\napplication of Section 4999 of the Code at the time of the initial determination\nby the Accounting  Firm hereunder,  it is possible that Gross-Up  Payments which\nwill not have been made by the Company  should have been made  ('Underpayment'),\nconsistent with the  calculations  required to be made  hereunder.  In the event\nthat the Company  exhausts  its  remedies  pursuant  to this  Section 10 and the\nExecutive  thereafter  is  required  to make a payment  of any Excise  Tax,  the\nAccounting Firm shall determine the amount of the Underpayment that has occurred\nand any such  Underpayment  shall be promptly  paid by the Company to or for the\nExecutive's benefit.\n\n     (c) The  Executive  shall notify the Company in writing of any claim by the\nInternal  Revenue Service that, if successful,  would require the payment by the\nCompany of the Gross-Up  Payment.  Such  notification  shall be given as soon as\npracticable  but no later than ten business days after the Executive is informed\nin  writing of such claim and shall  apprise  the  Company of the nature of such\nclaim and the date on which such claim is  requested to be paid.  The  Executive\nshall not pay such claim prior to the expiration of the 30-day period  following\nthe date on which it gives such notice to the Company  (or such  shorter  period\nending on the date that any payment of taxes with respect to such claim is due).\nIf the Company notifies the Executive in writing prior to the expiration of such\nperiod that it desires to contest such claim, the Executive shall:\n\n          (i) give the  Company  any  information  reasonably  requested  by the\n     Company relating to such claim;\n\n          (ii) take such action in connection  with contesting such claim as the\n     Company shall reasonably  request in writing from time to time,  including,\n     without  limitation,  accepting legal  representation  with respect to such\n     claim by an attorney reasonably selected by the Company;\n\n          (iii) cooperate with the Company in good faith in order to effectively\n     contest such claim; and\n\n          (iv) permit the Company to participate  in any proceeding  relating to\n     such claim;\n\nprovided,  however,  that the Company  shall bear and pay directly all costs and\nexpenses  (including  additional  interest and penalties) incurred in connection\nwith such contest and shall  indemnify  and hold the Executive  harmless,  on an\nafter-tax  basis,  from any  Excise Tax or income tax  (including  interest  and\npenalties with respect thereto) imposed as a result of such  representation  and\npayment of costs and expense.  Without limitation on the foregoing provisions of\nthis Section 10, the Company shall control all  proceedings  taken in connection\nwith such  contest  and,  at its sole  option,  may pursue or forego any and all\nadministrative  appeals,  proceedings,  hearings and conferences with the taxing\nauthority in respect of such claim and may at its sole option, either direct the\nExecutive  to pay the tax  claimed  and sue for a refund or contest the claim in\nany permissible  manner, and the Executive agrees to prosecute such contest to a\ndetermination  before  any  administrative\n\n\n\ntribunal, in a court of initial jurisdiction and in one or more appellate courts\nas the Company shall determine;  provided,  however, that if the Company directs\nthe Executive to pay such claim and sue for a refund,  the Company shall advance\nthe amount of such payment to the  Executive,  on an  interest-free  basis,  and\nshall indemnify and hold the Executive harmless, on an after-tax basis, from any\nExcise Tax or income tax (including  interest or penalties with respect thereto)\nimposed with respect to such advance or with respect to any imputed  income with\nrespect to such advance;  and further provided that any extension of the statute\nof  limitations  relating to payment of taxes for the  Executive's  taxable year\nwith  respect  to which  such  contested  amount is claimed to be due is limited\nsolely to such  contested  amount.  Furthermore,  the  Company's  control of the\ncontest  shall be limited  to issues  with  respect to which a Gross-Up  Payment\nwould be payable  hereunder  and the  Executive  shall be  entitled to settle or\ncontest,  as the case may be, any other  issue  raised by the  Internal  Revenue\nService or any other taxing authority.\n\n     (d) If, after the Executive's  receipt of an amount advanced by the Company\npursuant  to this  Section  10, the  Executive  becomes  entitled to receive any\nrefund with respect to such claim, the Executive shall (subject to the Company's\ncomplying with the  requirements of this Section 10) promptly pay to the Company\nthe amount of such refund  (together with any interest paid or credited  thereon\nafter taxes applicable thereto).  If, after the Executive's receipt of an amount\nadvanced by the Company  pursuant to this  Section 10, a  determination  is made\nthat the  Executive  shall not be entitled  to any refund  with  respect to such\nclaim and the Company does not notify the  Executive in writing of its intent to\ncontest  such  denial of refund  prior to the  expiration  of 30 days after such\ndetermination,  then such advance shall be forgiven and shall not be required to\nbe repaid and the amount of such advance  shall offset,  to the extent  thereof,\nthe amount of Gross-Up Payment required to be paid.\n\n     11. NO MITIGATION OR OFFSET\n\n     The Executive  shall not be required to seek other  employment or to reduce\nany severance benefit payable to him under Section 7, 8 or 9 hereof, and no such\nseverance  benefit shall be reduced on account of any  compensation  received by\nthe Executive from other employment.  The Company's  obligation to pay severance\nbenefits  under this  Agreement  shall not be reduced by any amount  owed by the\nExecutive to the Company.\n\n     12. TAX WITHHOLDING; METHOD OF PAYMENT\n\n     All compensation  payable  pursuant to this Agreement,  shall be subject to\nreduction by all  applicable  withholding,  social  security and other  federal,\nstate and local taxes and  deductions.  Any  lump-sum  payments  provided for in\nSections 7 or 9 hereof shall be made in a cash payment,  net of any required tax\nwithholding, no later than the fifth business day following the Executive's date\nof  termination.  Any payment  required to be made to the  Executive  under this\nAgreement  that is not  made in a  timely  manner  shall  bear  interest  at the\nApplicable rate until the date of payment.\n\n     13. RESTRICTIVE COVENANTS\n\n     (a) Confidential Information. During the Employment Period and at all times\nthereafter,  the Executive agrees that he will not divulge to anyone (other than\nthe Company or any persons  employed or designated by the Company) any knowledge\nor information of a confidential  nature relating to the business of the Company\nor any of its subsidiaries or affiliates,  including,  without  limitation,  all\ntypes of trade secrets  (unless readily  ascertainable  from public or published\ninformation or trade sources) and confidential commercial  information,  and the\nExecutive  further  agrees  not to  disclose,  publish  or make  use of any such\nknowledge or information without the consent of the Company.\n\n     (b)  Noncompetition.  During  the  Employment  Period and in the event of a\nresignation  by the Executive for any reason other than Good Reason,  for the 24\nmonth period  following the termination of his  employment,  the Executive shall\nnot,  without  the  prior  written  consent  of  the  Company,   engage  in  the\ncomprehensive  rehabilitative and related healthcare services business on behalf\nof any person,  firm or corporation  within any  geographical  area in which the\nCompany  transacts  such  business,  and the  Executive  shall not  acquire  any\nfinancial  interest  (except for an equity interest in  publicly-held  companies\nthat do not exceed 5% of any  outstanding  class of equity of that company),  in\nany  business  that  engages in the  comprehensive  rehabilitative  and  related\nhealthcare  services  business within any geographical area in which the Company\ntransacts such business. Notwithstanding the foregoing, upon the occurrence of a\nChange in\n\n\n\nControl (whether before or after the termination of the Employment Period),  the\nrestrictions of this Section 13(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 order\nor injunction in any court of competent jurisdiction to prevent any continuation\nof any violation of the provisions of this Section 13.\n\n     14. SUCCESSORS\n\n     (a) 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 14 or which otherwise becomes bound by all the terms and provisions\nof this Agreement by operation of law.\n\n     (b) This Agreement and all rights of the Executive hereunder shall inure to\nthe  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     15. NO ASSIGNMENT\n\n     Except as to  withholding of any tax under the laws of the United States or\nany other  country,  state or locality,  neither this Agreement nor any right or\ninterest hereunder nor any amount payable at any time hereunder shall be subject\nin any manner to alienation, sale, transfer,  assignment, pledge, attachment, or\nother  legal  process,  or  encumbrance  of any  kind  by the  Executive  or the\nbeneficiaries  of the  Executive  or by his legal  representatives  without  the\nCompany's  prior  written  consent,  nor shall  there be any right of set-off or\ncounterclaim  in  respect  of any debts or  liabilities  of the  Executive,  his\nbeneficiaries or legal representatives;  provided, however, that nothing in this\nSection shall preclude the Executive  from  designating a beneficiary to receive\nany benefit payable on his death, or the legal  representatives of the Executive\nfrom assigning any rights  hereunder to the person or persons  entitled  thereto\nunder his will or, in case of  intestacy,  to the  person  or  persons  entitled\nthereto under the laws of intestacy applicable to his estate.\n\n     16. 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, including,  without limitation,  that\ncertain employment  agreement dated July 23, 1986, as amended.  Any amendment or\nmodification of this Agreement shall not be binding unless in writing and signed\nby the Company and the Executive.\n\n     17. 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     18. NOTICES\n\n\n\n     All notices  which may be necessary or proper for either the Company or the\nExecutive  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. Richard M. Scrushy\n              2406 Longleaf Street\n              Birmingham, Alabama  35243\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, with a copy to the Legal Services  Department at the\nsame  address or delivered by hand to the  Secretary  and to the Legal  Services\nDepartment  of the Company,  and shall be deemed given when sent,  provided that\nany notice required under Section 6 hereof or notice given pursuant to Section 2\nhereof shall be deemed given only when received. Any party may by like notice to\nthe other party  change the  address at which he or they are to receive  notices\nhereunder.\n\n     19. GOVERNING LAW\n\n     This Agreement  shall be governed by and enforceable in accordance with the\nlaws of the  State of  Alabama,  without  giving  effect  to the  principles  of\nconflict of laws thereof.\n\n     20. LEGAL FEES AND EXPENSES\n\n     To induce  the  Executive  to execute  this  Agreement  and to provide  the\nExecutive with reasonable assurance that the purposes of this Agreement will not\nbe frustrated by the cost of its enforcement  should the Company fail to perform\nits  obligations  under this Agreement or should the Company or any  subsidiary,\naffiliate or stockholder of the Company  contest the validity or  enforceability\nof this  Agreement,  the  Company  shall pay and be solely  responsible  for any\nattorneys'  fees and expenses and courts  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     21. CONVERSION TO CHAIRMAN-ONLY STATUS\n\n     The Executive may elect at any time during the Employment  Period to resign\nhis  position as Chief  Executive  Officer  and serve the Company  solely as the\nChairman  of  the  Board  ('Chairman-Only  Status')  for  the  remainder  of the\nEmployment  Period (as  automatically  extended in accordance  with Section 2(a)\nhereof) under the terms and conditions  hereof.  An election by the Executive to\nmaintain   Chairman-Only   Status  shall  not  constitute  a  violation  of  the\nExecutive's  obligations  under  Section 3 hereof,  nor  shall it  constitute  a\ntermination  of the  Executive's  employment  for any  purpose  under  Section 6\nhereof. As used in this Agreement, the term 'employment' and similar terms shall\nbe deemed to include  service to the  Company  while  maintaining  Chairman-Only\nStatus.\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\n                                             \/s\/RICHARD M. SCRUSHY\n                                             ___________________________________\n                                             Richard M. Scrushy\n\n\n                                             HEALTHSOUTH Corporation\n\n\n                                             By       \/s\/MICHAEL D. MARTIN\n                                               ---------------------------------\n                                                    Michael D. Martin\n                                                    Executive Vice President and\n                                                    Chief Financial Officer\n\n\n\n                                                                       EXHIBIT A\n\n                             HEALTHSOUTH CORPORATION\n\n                            EXECUTIVE RETIREMENT PLAN\n                             FOR RICHARD M. SCRUSHY\n\n\n                                            Summary of Terms(1)\n\nRetirement Benefits:          In  consideration  of Executive's role as Founder,\n                              his service to the HEALTHSOUTH since its formation\n                              and in  lieu  of  the  benefits  and  compensation\n                              offered through full-time  employment as Chairman,\n                              Executive   shall  be  entitled  to  the  benefits\n                              described  below  upon  his  retirement  from  the\n                              active  employment with HEALTHSOUTH and continuing\n                              until his death  (as more  specifically  set forth\n                              below).   In  addition,   in  recognition  of  the\n                              Executive's  founder  status,   HEALTHSOUTH  shall\n                              provide the  Executive  with  suitable  office and\n                              secretarial    support    within   the   Corporate\n                              headquarters  for a  period  of  up  to  10  years\n                              following his retirement.\n\nBenefit Formula:              Annual  retirement  benefit  equal  to 60% of Base\n                              Compensation  (defined below) at Normal Retirement\n                              Age\n\nBase Compensation:            Average  Base  Salary and Annual  Target  Bonus of\n                              Executive in effect as of the date of  termination\n                              pursuant to the terms of the Employment Agreement\n\nVesting:                      Fully vested at all times,  such that all benefits\n                              provided  for in this  Exhibit A are payable  upon\n                              Executive's  termination for any reason during the\n                              period from and after the date Executive qualifies\n                              for  Early  Retirement.  There can be no breach of\n                              this retirement  plan by the Executive  except for\n                              violation  of  Section  13(b)  of  the  Employment\n                              Agreement.  This  consideration is fully earned by\n                              the Executive and  HEALTHSOUTH  has no right under\n                              any  circumstances  to discontinue any payments or\n                              other benefits under this plan.\n\nNormal Retirement Age:        Age 60\n\nEarly Retirement:             The  retirement  benefits  provided  for  in  this\n                              Exhibit  A are fully  vested  and  accrued  in the\n                              event of  termination  for any reason prior to age\n                              60,  but  earliest  benefit  commencement  date is\n                              January 23, 2000, the date on which Executive will\n                              have  completed   sixteen   consecutive  years  of\n                              service   with    HEALTHSOUTH    (with   actuarial\n                              reduction)\n\nChange in Control:            In the event of a Change in Control (as defined in\n                              Section  9 of  the  Agreement)  or  in  the  event\n                              HEALTHSOUTH  completes a  transaction  in which it\n                              sells or otherwise  ceases to own a business unit,\n                              subsidiary,  or division  representing  30% of its\n                              consolidated   revenues  for  the  most   recently\n                              completed fiscal year,  Executive shall thereafter\n                              be entitled to full retirement  benefits hereunder\n                              (i.e.   60%  of  Base   Compensation)   upon   his\n\n--------\n     (1)  All  defined  terms  shall  have  the  meanings  given  to them in the\nEmployment  Agreement to which this Exhibit A is a part, and all  determinations\nshall be made in accordance with the terms and provisions hereof.\n\n\n\n                              termination  for any reason,  regardless of age or\n                              length  of  service,  which  benefits  shall be in\n                              addition to any other benefits to which  Executive\n                              is  entitled  upon such  occurrence.  While such a\n                              Change in Control  gives the  Executive the option\n                              to  retire  early  regardless  of age or length of\n                              service,   the   Executive   may,   at  his   sole\n                              discretion,  choose  to  continue  working  for  a\n                              period of time before exercising such option.\n\nPayment:                      Unless  Executive  chooses one of the  alternative\n                              forms of  payment  listed  below,  payment  of his\n                              retirement benefits will be in accordance with the\n                              normal payroll practices.  If HEALTHSOUTH fails to\n                              provide  payment in  accordance  with the selected\n                              schedule and remains delinquent for a period of 10\n                              business days following  receipt of written notice\n                              from the Executive  (made in  accordance  with the\n                              provisions   of  Section  18  of  the   Employment\n                              Agreement),  HEALTHSOUTH shall pay a penalty equal\n                              to three times the amount owed.\n\nForms of Payment:             Executive's choice of alternative forms:\n\n                                  o Single Life Annuity\n                                  o Single Life  Annuity with 10 year  guarantee\n                                  o Joint and  Survivor  Annuity (50% or 100%)\n                                  o Lump Sum\n                                  o Payment  of   present  value  of  retirement\n                                     benefits in 5 equal annual installments\n\nDeath Benefit:                For death prior to benefit  commencement  date and\n                              for death  following  benefit  commencement  date,\n                              Executive's   estate   will   receive  the  annual\n                              retirement   benefits  payable  hereunder  (as  if\n                              Executive had not died) for a period of 5 years\n\nActuarial Assumptions:        Pre-age 60 commencement  and alternative  forms of\n                              payment adjusted on an actuarial equivalent basis:\n\n                                  o interest rate - 30 year Treasury rate\n                                  o mortality assumption - 1983 GAM Table\n\nUnfunded Status:              Plan  is  an  unfunded,  unsecured  obligation  of\n                              HEALTHSOUTH,  but HEALTHSOUTH may elect to fund on\n                              a tax-neutral basis to Executive\n\n\n\n                                                                       EXHIBIT B\n\n\n                       FOUNDER RETIREMENT BENEFITS PROGRAM\n\n\n     In recognition of the significant  contributions of the management founders\nof HEALTHSOUTH  Corporation,  upon their  retirement from the  Corporation,  the\nCorporation  shall  provide  the  following  benefits  to each  of them  for the\nremainder  of  their  natural  life or until  their  written  election  to cease\nreceiving them:\n\n\no    Health  Benefits.  The Corporation  will extend its regular Employee Health\n     Benefit  Program,  as it may exist from time to time,  to cover the retired\n     founder, and his spouse, for the remainder of their natural lives, with the\n     founder  continuing  to bear  the  cost of  dependent  coverage.  When  the\n     individuals  become  eligible for the Medicare  program,  or any other such\n     government-funded  health  benefit,  the  HEALTHSOUTH  benefit program will\n     become the individual's secondary coverage.\n\no    Insurance.  The  Corporation  will allow the retired founder to continue to\n     participate in any of the Company's voluntary  insurance programs,  as they\n     may exist from time to time, until age 72.\n\no    Split-Dollar  Policy.  The Corporation will continue to pay the premiums on\n     the retired founder's existing split-dollar life insurance policies (or any\n     policies issued in substitution therefor) until such founder reaches age 65\n     or until the policies are fully paid, whichever comes first.\n\no    Stock Options.  The  Corporation  will waive the normal option  termination\n     period for the  retired  founder,  so that all vested  option  grants  will\n     continue for the term of the original grant period.\n\no    Travel.  The  Corporation  will allow the  retired  founder to utilize  the\n     Corporation's  travel department to make personal travel  arrangements.  In\n     addition,  the retired  founder will also be able to use the  Corporation's\n     aircraft, at no cost, if the aircraft is already scheduled for the trip and\n     there are seats available.  Otherwise,  the retired founder will be allowed\n     to use the  Corporation's  aircraft  at the  standard  use rate,  including\n     direct and indirect expenses.\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-39231","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\/39231","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=39231"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39231"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39231"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39231"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}