eightkgrossofferltr7108.htm


    
Exhibit
10.1



      

      


      May 27,
2008

       

      
        
          	
                  Mr.
      Kevin J. Gross

                	 
      	 
      
	
                  191
      Pugh Road

                	 
      	
                  PERSONAL
      AND CONFIDENTIAL

                
	
                  Wayne,
      PA 19087

                	 
      	 
      


        

      

      


      Dear
Kevin:

      


      I am
delighted to offer you the opportunity to become a member of the RehabCare
team!  The following is an overview of our offer of
employment:

      


      Position

      Your
position will be Senior Vice President, Hospital Division reporting to
me.  You will be based out of our corporate office in St. Louis,
Missouri.

      


      Start
Date

      Your
start date with RehabCare will begin on July 1, 2008.

      


      Compensation

      You will
be paid an annualized base salary of $325,000 for this full-time salaried
position.

      


      You will
be eligible to participate in RehabCare Group Inc. 2008 Corporate Short-Term
Incentive Plan with a 45% of base salary target award
opportunity.  Your 2008 award target will be prorated based on your
start date.

      


      You will
be eligible to participate in the cash component of RehabCare Group, Inc.’s
Long-Term Incentive Plan for the 2008 – 2010 performance cycles, with a 25% of
base salary award target award opportunity.   Your award target
will be prorated based on your start date.

      


      You will
also be eligible on to participate in the equity component of RehabCare Group,
Inc.’s Long Term Incentive Plan. Currently the award value for your position is
set at 75% of your base salary in the form of restricted stock. Participation
will commence in 2009.

      


      Management
will recommend to the Board that you receive 10,000 shares of restricted stock
at its next meeting on July 29, 2008.  The award has a three year
cliff vesting requirement.

      


      All plans
and participation eligibility is subject to annual review and approval by the
Board of Directors.

      


      Relocation
Assistance

      RehabCare
will provide you with relocation assistance as follows:

      


      
        	
                ·  

              	
                Relocation
      Expense Pool: An allowance of up to $125,000 will be available for your
      use in offsetting relocation costs and can be reimbursed to you with
      properly submitted receipts.  Reimbursement for the personal
      income tax effect associated with related expenses you submit for
      reimbursement will also be applied against this expense pool. Upon request
      and within one week of hire, a $20,000 advance against this allowance will
      be provided to assist with initial transition
  expenses.

              


      

      


      
        	
                ·  

              	
                Movement
      of Household goods will be separately covered and billed directly to the
      company.

              


      

      


      Upon
usage of these benefits you will be obligated to reimburse the company for the
expense if you terminate within 3 years of your start date. The company
reimbursement schedule is as follows: termination within the first year of
employment – 100% of paid expenses reimbursed back to RehabCare Group, Inc.;
termination after one year of employment but less than two years – 70% of paid
expenses reimbursed back to the Company; and termination after two years of
employment but less than three years – 40% of paid expenses reimbursed back to
the Company.

      


      Benefits

      You will
be eligible to participate in RehabCare’s benefits programs (medical, dental,
vision, short-term disability, long-term disability, life insurance, etc.) on
the first day of the month following 30 days of full time employment.
Information pertaining to online benefit enrollment will be sent to you prior to
your start date. It is your responsibility to coordinate enrollment in these
programs within 30 days of your eligibility date.  If you have any
questions, please feel free to contact Christy Pasley in our ACE Center at
1-800-677-1202, extension 2361.

      


      401(k)

      You are
eligible to participate in the RehabCare 401(k) savings plan
immediately.  The company match is 50% of the first 4% of base salary
that you elect to contribute.

      


      Change In Control
Termination Agreement and Severance Plan - Company Senior Vice
President

      This
position is covered by RehabCare Group, Inc.’s Change In Control Termination
Agreement Company Senior Vice Presidents. The agreement provides for
Change-In-Control protection, if executed, of eighteen months base salary,
annual target bonus, and health and welfare coverage. Furthermore, for
non-performance based involuntary or “good reason” termination the agreement
provides you with severance pay of twelve months of base salary, annual target
bonus and health and welfare coverage.

      


      Confidentiality
Agreement

      As a
condition of employment with RehabCare, you are required to sign a
Confidentiality Agreement.  Please review, sign and return the
attached documents.

      


      Other
Information

      RehabCare
maintains an employment-at-will relationship with its employees.  This
letter constitutes an offer of employment but it is not an employment
contract.  You retain the right to terminate this employment
relationship at any time and for any reason.  The company retains the
same right.  Employment is also contingent upon evidence of your
employment eligibility.  On your first day, you must provide
documentation of evidence of your identity and employment
eligibility.

      


      On behalf
of the entire RehabCare family, I look forward to your contribution to our
company.  We are very excited about having you join us, and are eager
to begin working together to make RehabCare a leader in the healthcare services
industry.

      


      If you
have any questions or comments, please contact Michael Garcia at
314-659-2306.  If not, please sign both copies of this offer letter,
send one copy to Michael Garcia at RehabCare Group, Inc., and keep the other
copy for your records.

      


      Sincerely,

      


      /s/ John H.
Short

      John H.
Short, Ph.D.

      President
and Chief Executive Officer

      


      I will
respect the confidentiality of my salary information and terms of my employment.
By my signature below, I agree to the terms of employment set forth in this
letter.

       

      
        
          	
                  /s/
      Kevin J. Gross 

                	 
      	
                  May 29,
      2008

                
	
                  Signature

                	 
      	
                  Date