Exhibit 10.1



 Exhibit 10.1 
 EXECUTION COPY 
 AMENDED AND RESTATED EXECUTIVE
EMPLOYMENT AGREEMENT 
 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) made and entered into in
Plano, Texas, by and between LCI Holding Company, Inc. (the “Company”), a Delaware corporation, LifeCare Holdings, Inc., a Delaware corporation (the “Principal Subsidiary”) with its principal place of business at 5560 Tennyson
Parkway, Plano, TX 75024, and Grant B. Asay, of Flower Mound, Texas (the “Executive”), effective as of the 21st day of September, 2009 (the “Effective Date”), amending and restating in its entirety that certain Employment
Agreement, dated as of June 19, 2006, by and between LifeCare Management Services, L.L.C., a Louisiana limited liability company (the “LLC”), and the Executive, as amended by Amendment No. 1 thereto effective as of April 15,
2008 (as so amended, the “Original Agreement”). 
 WHEREAS, the LLC and the Executive previously entered into the
Original Agreement; 
 WHEREAS, the Company and the Executive wish to amend the terms of the Original Agreement in connection
with the continuation of the Executive’s employment relationship with the Company and its subsidiaries; 
 WHEREAS, the
operations of the Company and its subsidiaries are a complex matter requiring direction and leadership in a variety of arenas, including financial, strategic planning, regulatory, community relations and others; 
 WHEREAS, the Executive is possessed of certain experience and expertise that qualify him to provide the direction and leadership required by
the Company and its subsidiaries; and 
 WHEREAS, the Company has determined that it is in the best interests of the Company,
its subsidiaries, and its stockholders to enter into this Agreement; and 
 WHEREAS, the Company wishes to assure itself of the
continued services of the Executive, and the Executive is willing to be so employed by the Company, upon the terms and conditions provided in this Agreement. 
 NOW THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this Agreement, the parties hereby agree: 
 1. Employment. The Original Agreement is hereby amended and restated, and replaced, in its entirety with this Agreement and, subject
to the terms and conditions set forth in this Agreement, the Company hereby agrees to continue the employment of the Executive and the Executive hereby agrees to continue in the service of the Company and its subsidiaries. 
 2. Term. Subject to earlier termination as hereafter provided, the Executive’s employment hereunder shall be for a term of
twelve (12) months, commencing on the Effective Date, and shall automatically renew thereafter for successive terms of one year each unless either








 
party gives notice to the other not less than ninety (90) days prior to the expiration of the initial or any renewal term that this Agreement shall not renew, in which event this Agreement
shall expire at the end of the then-current term. Notwithstanding anything to the contrary contained herein, however, in the event of a Change of Control, as hereafter defined, the then-current term hereof shall be automatically extended as required
in order that the remainder of said term shall not be less than twelve (12) months from the date of the Change of Control. The term of this Agreement, as from time to time extended or renewed, is hereafter referred to as “the term of this
Agreement” or “the term hereof.” Any notice of nonrenewal given pursuant to this Section 2 shall be treated for all purposes hereunder, if given by the Company, as a termination other than for Cause or, if given by the Executive,
as a termination for other than Good Reason. 
 3. Capacity and Performance. 
 (a) During the term hereof, the Executive shall serve the Company as its Executive Vice President of Operations, subject to
his appointment by the Board of Directors of the Company (the “Board”) as a condition precedent to the effectiveness of this Agreement, or in such other executive position as the Board may designate from time to time. In addition, and
without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s subsidiaries (including the Principal Subsidiary) if so elected or appointed from time to time. 
 (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and shall perform such duties
and responsibilities on behalf of the Company and its subsidiaries as may be designated from time to time by the Board or by its designees. During the term hereof and thereafter, the Company will indemnify the Executive to the maximum extent
permitted by the Delaware General Corporation Law in respect of any action, suit, proceeding or claim (other than any such action, suit, proceeding, claim or counterclaim initiated by or on behalf of the Executive) to which the Executive is or is
threatened to be made a party by reason of the fact that the Executive is or was a director or officer of the Company or any of its subsidiaries. 
 (c) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of
the Company and its subsidiaries and to the discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during
the term of this Agreement, except as may be expressly approved in advance by the Board in writing. 
 4. Compensation and
Benefits. As compensation for all services performed by the Executive under and during the term hereof and subject to performance of the Executive’s duties and of the obligations of the Executive to the Company and its subsidiaries,
pursuant to this Agreement or otherwise: 
 (a) Base Salary. During the term hereof, the Company shall pay
the Executive a base salary at the rate of Two Hundred Eighty-Five Thousand Dollars ($285,000) per annum, payable in accordance with the payroll practices of the Company for its executives and subject to adjustment from time to time by the Board, in
its sole discretion. Such base salary, as from time to time adjusted, is hereafter referred to as the “Base Salary”. 
  

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 (b) Incentive and Bonus Compensation. During each fiscal year
completed during the term hereof, the Executive shall be eligible to earn an annual bonus (the “Annual Bonus”). The amount of any Annual Bonus earned hereunder shall be determined by the Board based on the achievement of performance
objectives by the Executive and/or the Company for that year, as established by the Board, and shall be payable not later than two and one half months following the end of the fiscal year for which the bonus was earned. The target amount of the
Annual Bonus is 60% of Base Salary. Any compensation paid to the Executive as an Annual Bonus shall be in addition to the Base Salary, but shall be in lieu of participation in any other plan or compensation program, whether cash or equity, that is
intended to offer the opportunity for any incentive, bonus or commission compensation. 
 (c) Vacations.
During the term hereof, the Executive shall be entitled to four (4) weeks of vacation per year, to be taken at such times and intervals as shall be determined by the Executive, subject to the reasonable business needs of the Company and such
scheduling procedure as the Company may from time to time require. Vacation shall otherwise be governed by the policies of the Company, as in effect from time to time. 
 (d) Employee Benefit Plans. During the term hereof and subject to any contribution therefor generally required of
executives of the Company, the Executive shall be entitled to participate in any and all Employee Benefit Plans from time to time in effect for executives of the Company generally, except to the extent such plans are duplicative of benefits
otherwise provided to the Executive under this Agreement (e.g., severance pay). Such participation shall be subject to the terms of the applicable plan documents and generally applicable Company policies. The Company may alter, modify, add to
or delete its Employee Benefit Plans at any time as it, in its sole judgment, determines to be appropriate, without recourse by the Executive. For purposes of this Agreement, “Employee Benefit Plan” shall have the meaning ascribed to such
term in Section 3(3) of ERISA, as amended from time to time. 
 (e) Business Expenses. The Company
shall pay or reimburse the Executive for all reasonable, customary and necessary business expenses incurred or paid by the Executive in the performance of his duties and responsibilities hereunder, subject to any maximum annual limit and other
restrictions on such expenses set by the Board and to such reasonable substantiation and documentation as may be specified by the Company from time to time. Any such reimbursement that would constitute nonqualified deferred compensation subject to
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be made, if at all, not later than the end of the calendar year following the calendar year in which the expense was incurred. 
 5. Termination of Employment and Severance Benefits. Notwithstanding the provisions of Section 2 hereof, the Executive’s
employment hereunder shall terminate prior to the expiration of the term hereof under the following circumstances: 
 (a) Death. In the event of the Executive’s death during the term hereof, the Executive’s employment hereunder shall immediately and automatically terminate. In such event, the Company shall pay to the beneficiary designated
by the Executive in writing or, if no beneficiary has been so designated by the Executive, to his estate, (i) the Base Salary earned but

  

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not paid through the date of termination, (ii) pay for any vacation time earned but not used through the date of termination, (iii) any bonus compensation awarded for the fiscal year
preceding that in which termination occurs, but unpaid on the date of termination and (iv) any business expenses incurred by the Executive but un-reimbursed on the date of termination, provided that such expenses and required substantiation and
documentation are submitted within sixty (60) days of termination and that such expenses are reimbursable under Company policy (all of the foregoing, “Final Compensation”). In addition, the Company shall pay to the Executive’s
beneficiary designated by the Executive in writing or, if no beneficiary has been so designated by the Executive, to his estate an annual bonus for the fiscal year in which termination occurs, determined by multiplying the target Annual Bonus the
Executive would have been eligible to receive had he continued employment through the last day of the fiscal year by a fraction, the numerator of which is the number of days he was employed during the fiscal year, through the date of termination,
and the denominator of which is 365 (a “Pro-Rated Annual Bonus”). Such Pro-Rated Annual Bonus will be payable at the time annual bonuses are paid to Company executives generally under its executive incentive plan. Further, the Board shall
cause any portion of any stock option award granted to Executive by the Company that remains unvested on the date of termination hereunder to vest on the date the Executive’s employment terminates (together, the “Accelerated Awards”).
Such Accelerated Awards shall be granted to the Executive’s beneficiary designated by the Executive in writing or, if no beneficiary has been so designated by the Executive, to his estate and shall otherwise be governed by the terms of the
applicable award and plan documents. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(a) shall constitute the entire obligation of the Company to the Executive.

 (b) Disability. 
 (i) The Company may terminate the Executive’s employment hereunder, upon notice to the Executive, in
the event that the Executive becomes disabled through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform substantially all of his duties and responsibilities hereunder,
notwithstanding the provision of any reasonable accommodation, for ninety (90) days during any period of three hundred and sixty-five (365) consecutive calendar days. In the event of such termination, the Company shall pay the Executive
all Final Compensation. In addition, the Company will pay to the Executive a Pro-Rated Annual Bonus for the fiscal year in which termination occurs, payable at the time annual bonuses are paid to Company executives generally under its executive
incentive plan or, if later, on the tenth (10th) business day following the later of the effective date of the release of claims in the form attached hereto as Appendix A (the “Employee Release”) or the date it is received by the Chair of the Board. Further, the Board
shall cause the Accelerated Awards to vest on the date the Executive’s employment terminates, and the Executive may exercise the Accelerated Awards as of the date immediately following the later of (i) the effective date of the Employee
Release or (ii) the date that the Chair of the Board receives the Employee Release, signed by the Executive. Except for the payment of Final Compensation, any obligation of the Company to the Executive hereunder, however, is conditioned upon
the Executive signing a timely and effective Employee Release following termination of the

  

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Executive’s employment hereunder and by the deadline specified therein, and returning it to the Company within thirty (30) calendar days of the date of termination of employment. In the
event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(b) shall constitute the entire obligation of the Company to the Executive. 
 (ii) The Board may designate another employee to act in the Executive’s place during any period of the Executive’s
disability. Notwithstanding any such designation, the Executive shall continue to receive the Base Salary in accordance with Section 4(a) and benefits in accordance with Section 4(d), to the extent permitted by the then-current terms of
the applicable benefit plans, until the Executive becomes eligible for disability income benefits under the Company’s disability income plan or until the termination of his employment, whichever shall first occur. 
 (iii) While receiving disability income payments under the Company’s disability income plan, the Executive shall not be
entitled to receive any Base Salary under Section 4(a) hereof, but shall continue to participate in Company benefit plans in accordance with Section 4(d) and the terms of such plans, until the termination of his employment. 
 (iv) If any question shall arise as to whether during any period the Executive is disabled through any illness, injury,
accident or condition of either a physical or psychological nature so as to be unable to perform substantially all of his duties and responsibilities hereunder, the Executive may, and at the request of the Company shall, submit to a medical
examination by a physician selected by the Company to whom the Executive or his duly appointed guardian, if any, has no reasonable objection to determine whether the Executive is so disabled and such determination shall for the purposes of this
Agreement be conclusive of the issue. If such question shall arise and the Executive shall fail to submit to such medical examination, the Company’s determination of the issue shall be binding on the Executive. 
 (c) By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any
time upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. The following, as determined by the Board in its reasonable judgment, shall constitute Cause for termination: 
 (i) fraud, embezzlement or other material dishonesty with respect to the Company or any of its Affiliates; 
 (ii) the Executive’s breach of Section 3(c), 7, 8, 9, 10 or 12 hereof or of any fiduciary duty of loyalty owed to
the Company or any of its Affiliates; provided, however, that with respect to a breach of Section 3(c) hereof, “Cause” shall not exist until the Company delivers to Executive written notice of such breach, specifying the nature of the
breach, and Executive fails to cure such breach within thirty days of delivery of such written notice; or 
  

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 (iii) commission of a felony or other crime involving moral turpitude.

 Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation
to the Executive, other than for Final Compensation. 
 (d) By the Company Other than for Cause. The
Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation, then until the conclusion of the period of twelve
(12) months following the date of termination (the “Severance Pay Period”), the Company shall pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to
the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such
participation under applicable law and plan terms. In addition, the Company shall pay the Executive a bonus (the “Termination Bonus”) equal to the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of
termination, or (ii) the Annual Bonus paid to the Executive in respect of the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in respect of the preceding fiscal year, $0). The Termination Bonus shall be
payable at the time during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later of the effective
date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal
payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the
Executive, is received by the Chair of the Board, but shall be retroactive to the next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under
this Section 5(d) shall constitute the entire obligation of the Company to the Executive and, except for Final Compensation, any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and
effective Employee Release following termination of the Executive’s employment hereunder and by the deadline specified therein and returning it to the Company within thirty (30) calendar days of the date of termination of employment.

  

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 (e) By the Executive for Good Reason. The Executive may terminate his
employment hereunder for Good Reason if (1) the Executive provides written notice to the Company setting forth in reasonable detail the condition giving rise to the Good Reason not later than 60 days following the date on which the Executive
first obtains knowledge of the occurrence of the condition, (2) the Company fails to remedy such condition within 30 days (or ten business days in the case of an inadvertent failure as contemplated by clause (ii) below) of receipt of such
written notice, and (3) such termination of employment by the Executive for Good Reason occurs within 30 days of the expiration of the 30 day period referred to in clause (2) above. The following conditions arising without the
Executive’s prior written consent shall constitute Good Reason for termination by the Executive: 
 (i)
material diminution, without his consent (not to be unreasonably withheld), in the nature or scope of the Executive’s responsibilities, duties or authority attendant to the Executive’s position, other than as is materially consistent with
the Executive’s assignment to another executive position in accordance with Section 3(a) hereof; provided, however, that the Company’s failure to continue the Executive’s appointment or election as a director or officer of any of
its subsidiaries, a change in reporting relationships resulting from a Change of Control, any diminution of the business of the Company or any of its subsidiaries, any sale or transfer of equity, property or other assets of the Company or any of its
subsidiaries or, during the first twelve months following a Change of Control, any diminution in Executive’s title or duties, including but not limited to a change in reporting relationships, whether or not materially consistent with
Section 3(a) hereof, shall not constitute “Good Reason”; or 
 (ii) material failure of the
Company to provide the Executive the Base Salary in accordance with the terms of Section 4(a) hereof, excluding an inadvertent failure which is cured within ten business days following notice from the Executive specifying in detail the nature
of such failure; or 
 (iii) Executive is required to relocate his business office to a place more than 30 miles
from both Dallas, Texas and the Company’s existing office in Plano, Texas. 
 In the event of termination in accordance with this
Section 5(e), then the Executive will be entitled to the same pay and benefits he would have been entitled to receive had the Executive been terminated by the Company other than for Cause in accordance with Section 5(d) above; provided
that the Executive satisfies all conditions to such entitlement, including without limitation signing and return of a timely and effective Employee Release following termination of the Executive’s employment hereunder and by the deadline
specified therein and returning it to the Company within thirty (30) calendar days of the date of termination of employment. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this
Section 5(e) shall constitute the entire obligation of the Company to the Executive and, except for Final Compensation, any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective
Employee Release in accordance with the timing requirements set forth in the immediately preceding sentence. 
 (f) By the Executive Other than for Good Reason. The Executive may terminate his employment hereunder at any time upon thirty (30) days’ notice to the Company. In the event of termination of the Executive pursuant to this
Section 5(f), the Board may elect to waive the period of notice, or any portion thereof, and, if the Board so elects, the Company will pay the Executive his Base Salary for the first thirty (30) days of the notice period (or for any
remaining portion of that period). The Company shall have no further obligation to the Executive, other than for any Final Compensation due to him. 
  

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 (g) Upon a Change of Control. 
 (i) If a Change of Control occurs hereafter and within twelve months following such Change of Control, the Company terminates
the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or Section 5(e) hereof, and provided that
the Executive signs a timely and effective Employee Release following termination of employment, within ten business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is
received by the Chair of the Board, the Company shall pay (A) all Final Compensation; (B) a lump sum payment to the Executive equal to the current annual Base Salary; (C) the full cost of the Executive’s continued participation
in the Company’s group health and dental insurance plans for so long as the Executive remains entitled to continue such participation under applicable law, to a maximum of twelve (12) months; and (D) a lump sum amount to the Executive
equal to the Termination Bonus. In addition, the Board shall cause the Accelerated Awards to vest on the date the Executive’s employment terminates, and the Executive may exercise the Accelerated Awards as of the date immediately following the
later of (i) the effective date of the Employee Release or (ii) the date that the Chair of the Board receives the Employee Release, signed by the Executive. In the event of termination hereunder, payment by the Company of any amounts that
may be due the Executive under this Section 5(g) shall constitute the entire obligation of the Company to the Executive and, except for Final Compensation, any obligation of the Company to the Executive hereunder is conditioned upon the
Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder and by the deadline specified therein and returning it to the Company within thirty (30) calendar days of the date of
termination of employment. 
 (ii) “Change of Control” means the occurrence hereafter of any of the
following: 
  

	 	(1)	the sale, lease or transfer (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the
Company and its direct and indirect subsidiaries, taken as a whole, to any Person other than one or more Permitted Holders; 

  

	 	(2)	the Board’s adoption of a plan relating to the liquidation or dissolution of the Company; 

  

	 	(3)	 the acquisition by (x) any Person (other than one or more Permitted Holders and other than in connection with the initial public offering of the
Company’s common stock) or (y) any Persons (other than one or more Permitted Holders and other than in connection with the initial public offering of the Company’s common stock) that together (A) are a group (within the meaning
of Section 13(d)(3), Section 14(d)(2) of the Exchange Act, or any successor provision) or (B) are acting, for purposes of acquiring,



  

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holding or disposing of securities, as a group (within the meaning of Rule 13d-5(b)(1) of the Exchange Act, or any successor provision), in a single transaction or in a related series of
transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% or more of the total voting power
of the common stock of the Company (or the surviving company of such merger, consolidation or other business combination transaction, as applicable); or 


  

	 	(4)	the first day on which a majority of the members of the Board (or the board of directors of the surviving company in any merger, consolidation or other business
combination transaction) cease to be Continuing Directors. 

 (h) Post-Agreement Employment.
In the event the Executive remains in the employ of the Company or any of its subsidiaries following termination of this Agreement, by the expiration of the term hereof or otherwise, then such employment shall be at will. 
 6. Effect of Termination. The provisions of this Section 6 shall apply to any termination, whether pursuant to Section 5 or
otherwise. 
 (a) Payment by the Company of any amounts that may be due the Executive, in each case under the
applicable termination provision of Section 5 shall constitute the entire obligation of the Company to the Executive. The Executive shall promptly give the Company notice of all facts necessary for the Company to determine the amount and
duration of its obligations in connection with any termination pursuant to Section 5(d), 5(e) or 5(g) hereof. 
 (b) Except for any right the Executive has to continue participation in the Company’s medical and dental plans pursuant to COBRA or any successor law, benefits shall terminate pursuant to the terms of the applicable benefit plans based
on the date of termination of the Executive’s employment without regard to any continuation of Base Salary or other payment to the Executive following such date of termination. 
 (c) Provisions of this Agreement shall survive any termination if so provided herein or if necessary or desirable to
accomplish the purposes of other surviving provisions, including without limitation the obligations of the Executive under Sections 7, 8 and 9 hereof. The obligation of the Company to make payments to or on behalf of the Executive under
Section 5(b), 5(d), 5(e) or 5(g) hereof is expressly conditioned upon the Executive’s continued full performance of obligations under Sections 7, 8 and 9 hereof. The Executive recognizes that, except as expressly provided in
Section 5(b), 5(d), 5(e) or 5(g), no compensation is earned after termination of employment. 
  

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 7. Confidential Information. 
 (a) The Executive acknowledges that the Company and its subsidiaries continually develop Confidential Information and that
the Executive may develop Confidential Information for the Company or its subsidiaries. The Company and its subsidiaries promise to provide the Executive with Confidential Information to enable the Executive to perform his duties and
responsibilities hereunder during the course of his employment. The Executive acknowledges that the disclosure of such Confidential Information would be harmful to the Company and its subsidiaries, including without limitation if such Confidential
Information were made known to any Person or entity engaged in business activities that are in competition with the Company and/or its subsidiaries. The Executive will comply with the policies and procedures of the Company for protecting
Confidential Information and shall not disclose to any Person or use, other than as required by applicable law or for the proper performance of his duties and responsibilities to the Company and its subsidiaries, any Confidential Information
obtained by the Executive incident to his employment or other association with the Company or any of its subsidiaries. The Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason
for such termination. 
 (b) All documents, records, tapes and other media of every kind and description relating
to the business, present or otherwise, of the Company or its subsidiaries and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company and
its subsidiaries. The Executive shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in the
Executive’s possession or control. 
 8. Assignment of Rights to Intellectual Property. The Executive shall promptly
and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual
Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further
assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not
charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”. 
 9. Restricted Activities. The Executive acknowledges the highly competitive nature of the industry in which the Company and its
subsidiaries are involved, and agrees that during his employment with the Company, he will have access to the Confidential Information of the Company and its subsidiaries, will benefit from the Company’s goodwill and will obtain a competitive
advantage as to the Company, its subsidiaries, customers and prospective customers and employees. The Company agrees, in consideration of the Executive’s acceptance of the restrictions set forth below, to grant the Executive access to trade
secrets and other Confidential Information of the Company and its Affiliates and to the Company’s valuable business relationships and goodwill. The Executive agrees that some restrictions on his activities during and after his employment
therefore are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its subsidiaries. 
  

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 (a) While the Executive is employed by the Company and during the twelve
(12) months immediately following termination thereof (in the aggregate, the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or
otherwise, engage in any business that owns or operates, directly or indirectly, any long-term acute care hospital, including without limitation any facility that meets or intends to meet the requirements in 42 C.F.R. §412.23(e) (or any
successor law, rule or regulation relating to long-term acute care hospitals) to qualify as a long-term care hospital, or undertake any planning for any such business. Specifically, but without limiting the foregoing, the Executive agrees not to
engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its subsidiaries as conducted at any time during the Executive’s employment. Restricted
activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, an affiliated hospital, a
service provider, or a supplier to the Company or any of its subsidiaries. For the purposes of this Section 9, the business of the Company and its subsidiaries shall include all Services and the Executive’s undertaking shall encompass all
items, products and services that may be used in substitution for Services. 
 (b) The Executive agrees that,
during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its subsidiaries, that could reasonably give rise to a conflict of interest or otherwise interfere
with his duties and obligations to the Company or any of its subsidiaries. 
 (c) The Executive further agrees
that during the Non-Competition Period, the Executive will not hire or attempt to hire any employee of the Company or any of its subsidiaries, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with
the Company or any of its subsidiaries, or solicit or encourage any customer or vendor of the Company or any of its subsidiaries to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any
business or activity which such customer conducts or could conduct with the Company or any of its subsidiaries. 
 10.
Notification Requirement. Until ninety (90) days after the conclusion of the Non-Competition Period, the Executive shall give notice to the Company of each new business activity he plans to undertake, at least thirty (30) days prior
to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of the Executive’s business relationship(s) and position(s) with such Person. The Executive shall
provide the Company with such other pertinent information concerning such business activity as the Company may reasonably request in order to determine the Executive’s continued compliance with his obligations under Sections 7, 8 and 9 hereof.

  

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 11. Enforcement of Covenants. The Executive acknowledges that he has carefully read
and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 7, 8 and 9 hereof. The Executive agrees that said restraints are necessary for the reasonable and proper protection of the
Company and its subsidiaries and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further acknowledges that, were he to breach any of the covenants contained in
Section 7, 8 or 9 hereof, the damage to the Company and its subsidiaries would be irreparable. The Executive therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent
injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond. The parties further agree that, in the event that any provision of Section 7, 8 or 9 hereof shall be determined by
any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to
the maximum extent permitted by law. 
 12. Conflicting Agreements. The Executive hereby represents and warrants that the
execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which the Executive is a party or is bound and that the Executive is not now subject to any covenants against
competition or similar covenants or any court order or other legal obligation that would affect the performance of his obligations hereunder. The Executive will not disclose to or use on behalf of the Company any proprietary information of a third
party without such party’s consent. 
 13. Certain Expenses. In the event that the Executive brings any Claim
against the Company in an action, suit or other proceeding in law or in equity to enforce a right granted to him under this Agreement, and prevails on any such Claim, resulting in the award of judgment in favor of the Executive on the Claim, the
Company, upon demand of the Executive, shall pay all expenses (including reasonable attorneys’ fees) of the Executive in pursuing such Claim. In the event the Executive fails to obtain a judgment in his favor on any Claim, all expenses
(including reasonable attorneys’ fees) of the Executive in pursuing such Claim shall be paid by the Executive. For the purposes of this Section 13, Claim shall refer to any single claim or count in law or in equity. 
 14. Definitions. Words or phrases which are initially capitalized or are within quotation marks shall have the meanings provided in
this Section and as provided elsewhere herein. For purposes of this Agreement, the following definitions apply: 
 (a) “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by either management authority, contract or equity interest.

 (b) “Confidential Information” means any and all information of the Company and its subsidiaries
that is not generally known by others with whom they compete or do business or with whom any of them plans to compete or do business and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company or its
subsidiaries would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing,

  

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marketing and financial activities of the Company and its subsidiaries, (ii) the Services, (iii) the costs, sources of supply, financial performance and strategic plans of the Company
and its subsidiaries, (iv) the identity and special needs of the customers of the Company and its subsidiaries and (v) the people and organizations with whom the Company and its subsidiaries have business relationships and the nature and
substance of those relationships. Confidential Information also includes any information that the Company or any of its subsidiaries have received, or may receive hereafter, belonging to customers or others with any understanding, express or
implied, that the information would not be disclosed. 
 (c) “Continuing Director” means, as of any
date of determination, any member of the Board who (1) was a member of the Board on the Effective Date; (2) was nominated for election or elected to such Board with the approval of a majority of the Continuing Directors who were members of
such Board at the time of such nomination or election; or (3) was designated or appointed by TC Group, L.L.C. (which operates under the trade name “The Carlyle Group”) or any of its affiliates. 
 (d) “Intellectual Property” means inventions, discoveries, developments, methods, processes,
compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by the Executive (whether alone or with others, whether or not during
normal business hours or on or off Company premises) during the Executive’s employment and during the period of six (6) months immediately following termination of his employment that relate to either the Services or any prospective
activity of the Company or any of its subsidiaries or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its subsidiaries. 
 (e) “Permitted Holders” means, directly or indirectly, (i) TC Group, L.L.C., Carlyle Partners IV, L.P. and CP
IV Coinvestment, L.P. and their affiliates (but excluding any portfolio companies of the foregoing) and (ii) any members of the management of the Company on the Effective Date and their respective affiliates. 
 (f) “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an
estate, a trust and any other entity or organization, other than the Company or any of its Affiliates. 
 (g)
“Services” mean all services provided or planned by the Company or any of its subsidiaries during the Executive’s employment together with any products planned, researched, developed, tested, manufactured, sold, licensed, leased or
otherwise distributed or put into use by the Company or any of its subsidiaries during the term of this Agreement. 
 15.
Withholding. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law. 
  

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 16. Assignment. Neither the Company nor the Executive may make any assignment of this
Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of the Executive
in the event that the Executive is transferred to a position with any of the Company’s subsidiaries or in the event that the Company shall hereafter affect a reorganization, consolidate with, or merge into, any Person or transfer all or
substantially all of its properties or assets to any Person. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

 17. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or
unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected
thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 
 18. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance of any term or obligation of this Agreement, or the
waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. 
 19. Notices. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and
shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Executive at his last known address on the books of
the Company or, in the case of the Company, at its principal place of business, attention of Chair of the Board, or to such other address as either party may specify by notice to the other actually received. 
 20. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by an expressly
authorized representative of the Company. 
 21. Headings. The headings and captions in this Agreement are for
convenience only and in no way define or describe the scope or content of any provision of this Agreement. 
 22.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. 
 23. Obligations of the Company and the Principal Subsidiary. Each of the Company and the Principal Subsidiary shall be jointly and
severally liable for any payment obligation of the Company or the Principal Subsidiary pursuant to this Agreement. In connection with a Change of Control transaction, the Company and the Principal Subsidiary shall require any successor entity to the
Company or the Principal Subsidiary, as applicable, to expressly assume and agree to perform this Agreement in accordance with the terms hereof. 
  

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 24. Entire Agreement. This Agreement constitutes the entire agreement between the
parties and supersedes all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment. 
 25. Governing Law. This is a Texas contract and shall be construed and enforced under and be governed in all respects by the laws of
the State of Texas, without regard to the conflict of laws principles thereof. 
 26. Application of Section 409A of the
Internal Revenue Code. 
 (a) The compensation, benefits, and other payments described in this Agreement are
intended either to comply with the requirements of Code Section 409A and the treasury regulations and other guidance issued thereunder, as in effect from time to time, to the extent they are subject to Code Section 409A, or to be exempt
from such requirements, regulations and guidance (where an exemption is available), and shall be construed accordingly. For purposes of Code Section 409A, all references herein to termination of employment or similar terms, when used in a
context that bears upon the payment or timing of payment of any amounts or benefits that constitute or could constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, shall be construed to require a
“separation from service” (as that term is defined in Treasury Regulation Section 1.409A-1(h)) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service
recipient” with the Company under Treasury Regulation Section 1.409A-1(h)(3). The Company may, but need not, elect in writing, subject to the applicable limitations under Code Section 409A, any of the special elective rules prescribed
in Treasury Regulation Section 1.409A-1(h) for purposes of determining whether a “separation from service” has occurred. Any such written election shall be deemed part of this Agreement. In addition, each payment made under this
Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate
the calendar year of payment. 
 (b) Notwithstanding any provision of this Agreement to the contrary, if, at the
time of the Executive’s termination of employment with the Company the Executive is a “specified employee” (as hereinafter defined), any and all amounts payable in connection with such separation from service that constitute
“nonqualified deferred compensation” subject to Code Section 409A, as determined by the Company in its sole discretion, and that would (but for this sentence) be payable within six months following such separation from service, shall
instead be paid in a lump sum on the first payroll date after the date that follows the Executive’s separation from service by six (6) months, or, if the Executive dies before such payment, within sixty (60) days after the
Executive’s death. For purposes of this Section 26(b), “specified employee” means an individual determined by the Company to be a specified employee as defined in subsection (a)(2)(B)(i) of Code Section 409A. The Company
may, but need not, elect in writing, subject to the applicable limitations under Code Section 409A, any of the special elective rules prescribed in Treasury Regulation Section 1.409A-1(i) for purposes of determining “specified
employee” status. Any such written election shall be deemed part of this Agreement. 
  

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 IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company,
by its duly authorized representative, and by the Executive, as of the date first above written. 
  

							
	THE EXECUTIVE:	 		 	LCI HOLDING COMPANY, INC.
				
	/s/ Grant B. Asay	 		 	By:	 	/s/ Wayne McAlister
	Grant B. Asay	 		 	Name:	 	Wayne McAlister
		 		 	Title:	 	Chief Executive Officer
			
		 		 	LIFECARE HOLDINGS, INC.
				
		 		 	By:	 	/s/ Wayne McAlister
		 		 	Name:	 	Wayne McAlister
		 		 	Title:	 	Chief Executive Officer
			
		 		 	SOLELY FOR PURPOSES OF ACKNOWLEDGING THE REPLACEMENT
OF THE ORIGINAL AGREEMENT AS PROVIDED FOR IN SECTION 1 OF THIS
AGREEMENT
			
		 		 	LIFECARE MANAGEMENT SERVICES, L.L.C.
				
		 		 	By:	 	/s/ Wayne McAlister
		 		 	Name:	 	Wayne McAlister
		 		 	Title:	 	Chief Executive Officer








 APPENDIX A 
 EMPLOYEE RELEASE OF CLAIMS 
 FOR AND IN CONSIDERATION
OF the benefits to be provided me in connection with the termination of my employment, as set forth in the employment agreement between me, LCI Holding Company, Inc. (the “Company”) and LifeCare Holdings, Inc. dated as of
September 21, 2009 (the “Agreement”), which are conditioned on my signing this Release of Claims and to which I am not otherwise entitled, and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives and assigns, and all others connected with or claiming through me, hereby release and forever discharge the Company and all of its
Affiliates (as that term is defined in the Agreement) and all of their respective past, present and future direct and indirect officers, directors, trustees, shareholders, employees, agents, general and limited partners, members, managers, joint
venturers, representatives, successors and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all causes of action, rights and claims of any type or description, known or unknown,
which I have had in the past, now have, or might now have, through the date of my signing of this Release of Claims, in any way resulting from, arising out of or connected with my employment by the Company or any of its Affiliates or the termination
of that employment or pursuant to any federal, state or local law, regulation or other requirement (including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities
Act, and the fair employment practices laws of the state or states in which I have been employed by the Company or any of its Affiliates, each as amended from time to time). 
 Excluded from the scope of this Release of Claims is any claim arising under the terms of the Agreement after the effective date of this Release of Claims. 
 In signing this Release of Claims, I acknowledge my understanding that I may not sign it prior to the termination of my employment, but that I may consider
the terms of this Release of Claims for up to twenty-one (21) days (or such longer period as the Company may specify) from the later of the date my employment with the Company terminates or the date I receive this Release of Claims. I also
acknowledge that I am advised by the Company and its Affiliates to seek the advice of an attorney prior to signing this Release of Claims; that I have had sufficient time to consider this Release of Claims and to consult with an attorney, if I
wished to do so, or to consult with any other person of my choosing before signing; and that I am signing this Release of Claims voluntarily and with a full understanding of its terms. 
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 I further acknowledge that, in signing this Release of Claims, I have not relied on any promises or
representations, express or implied, that are not set forth expressly in this Release of Claims or the Agreement. I understand that I may revoke this Release of Claims at any time within seven (7) days of the date of my signing by written
notice to Karen H. Bechtel at the Company’s principal place of business and that this Release of Claims will take effect only upon the expiration of such seven-day revocation period and only if I have not timely revoked it. 
 Intending to be legally bound, I have signed this Release of Claims under seal as of the date written below. 
  

			
		
	Signature:	 	 


			
		
	Name (please print):	 	 


			
		
	Date Signed: