<PAGE>   1


                                                                      EXHIBIT 10
                       SECOND AMENDED EMPLOYMENT AGREEMENT
                       -----------------------------------
          

         This SECOND AMENDED EMPLOYMENT AGREEMENT ("Agreement"), effective as of
April 1, 1997 between HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA, an Ohio
corporation (the "Company"), HEALTH CARE AND RETIREMENT CORPORATION, a Delaware
corporation and sole stockholder of the Company ("HCR) and M. KEITH WEIKEL
("Employee"), supersedes and replaces all prior employment agreements between
the parties hereto.

                                    RECITALS
                                    --------

A.       The Company has agreed to employ Employee in the position and at the
         base rate of pay set forth on Schedule I.

B.       The Company has further agreed to provide severance benefits to
         Employee upon a termination of Employee's employment resulting from
         certain specified events.

C.       The Company wishes to insure that its senior executives and other key
         employees are not practically disabled from discharging their duties in
         respect to a proposed or actual transaction involving a Change in
         Control.

D.       The Company desires to assure itself of both present and future
         continuity of management and desires to establish certain minimum
         severance benefits for certain of its senior executive officers and
         other key employees, including Employee, applicable in the event of a
         Change in Control.

                                     EVENTS
                                     ------

         In consideration of the foregoing, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged,
Employee and the Company hereby agree as follows:

         1. CERTAIN DEFINED TERMS. The following terms have the meanings set
forth below:

                  (a) "Accounting Firm" is defined in Section 10(b).

                  (b) "Aggregate Cash Compensation" means the sum of Base Pay
         and Employee's cash bonuses pursuant to the Company's Annual Incentive
         Plan and Performance Award Plan as in effect at any time of
         determination.

                  (c) "Base Pay" means Employee's annual base salary as in
         effect at any time of determination.

                  (d) "Board" means the Board of Directors of HCR.

                  (e) "Cause" means Employee's financial dishonesty, fraud in
         the performance of his duties, willful failure to perform assigned
         duties hereunder or the commission of a felony.

                  (f) "Change in Control" means the occurrence during the
         Protected Term of any of the following events:

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                           (i) HCR is merged, consolidated or reorganized into
                  or with another corporation or other legal person, and as a
                  result of such merger, consolidation or reorganization less
                  than sixty-five percent of the combined voting power of the
                  then outstanding securities of such resulting corporation or
                  person immediately after such transaction are held in the
                  aggregate by the holders of Voting Stock of HCR immediately
                  prior to such transaction;

                           (ii) HCR sells or otherwise transfers all or
                  substantially all of its assets to another corporation or
                  other legal person, and as a result of such sale or transfer
                  less than sixty-five percent of the combined voting power of
                  the then outstanding Voting Stock of such corporation or
                  person immediately after such sale or transfer is held in the
                  aggregate by the holders of Voting Stock of HCR immediately
                  prior to such sale or transfer;

                           (iii) There is a report filed on Schedule 13D or
                  Schedule 14D-1 (or any successor schedule, form or report),
                  each as promulgated pursuant to the Exchange Act, disclosing
                  that any person (as the term "person" is used in Section
                  13(d)(3) or Section 14(d)(2) of the Exchange Act) has become
                  the beneficial owner (as the term "beneficial owner" is
                  defined under Rule 13d-3 or any successor rule or regulation
                  promulgated under the Exchange Act) of 15% or more of the then
                  outstanding Voting Stock of HCR;

                           (iv) HCR files a report or proxy statement with the
                  Securities and Exchange Commission pursuant to the Exchange
                  Act disclosing in response to Form 8-K or Schedule 14A (or any
                  successor schedule, form or report or item therein) that a
                  Change in Control of HCR has occurred or will occur in the
                  future pursuant to any then existing contract or transaction;
                  or

                           (v) If, during any consecutive twelve month period,
                  individuals who at the beginning of any such period constitute
                  the Directors cease for any reason to constitute at least a
                  majority thereof, PROVIDED, HOWEVER, that for purposes of this
                  clause (v) each Director who is first elected, or first
                  nominated for election by HCR's stockholders, by a vote of at
                  least one-half of the Directors (or a committee thereof) then
                  still in office who were Directors at the beginning of any
                  such period will be deemed to have been a Director at the
                  beginning of such period.

                  Notwithstanding the foregoing provisions of Sections 1(f)(iii)
         or 1(f)(iv), unless otherwise determined in a specific case by majority
         vote of the Board, a "Change in Control" shall not be deemed to have
         occurred for purposes of Sections 1(f)(iii) or 1(f)(iv) solely because
         (1) HCR, (2) any Subsidiary (including, without limitation, the
         Company) or (3) any employee stock ownership plan or any other employee
         benefit plan of HCR or any Subsidiary either files or becomes obligated
         to file a report or a proxy statement under or in response to Schedule
         13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor
         schedule, form or report or item therein) under the Exchange Act
         disclosing beneficial ownership by it of shares of Voting Stock of HCR,
         whether in excess of 15% or otherwise, or because HCR reports that a
         change in control of HCR has occurred or will occur in the future by
         reason of such beneficial ownership.

                  (g) "Competing Business" shall mean any person, corporation or
         other entity engaged in the United States of America in providing
         long-term care, skilled nursing or rehabilitative services or selling
         or attempting to sell or providing or attempting to provide any




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         other product or service which is the same as or similar to products or
         services sold or provided by the Company within the last 2 years prior
         to termination of Employee's employment hereunder.

                  (h) "Continuation Period" means the thirty-six months
         immediately following the Termination Date.

                  (i) "Director" means a member of the Board.

                  (j) "Employee Benefits" means the perquisites and benefits as
         provided under any and all employee retirement income and welfare
         benefit policies, plans, programs or arrangements in which Employee is
         entitled to participate at any time of determination, including,
         without limitation, any stock option, stock purchase, stock
         appreciation, savings, pension, supplemental employee retirement, or
         other retirement income or welfare benefit, deferred compensation,
         incentive compensation, group or other life, health, medical/hospital
         or other insurance (whether funded by actual insurance or self-insured
         by the Company), disability, salary continuation, expense reimbursement
         and other employee benefit policies.

                  (k) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended.

                  (l) "Excise Tax" is defined in Section 10(a).

                  (m) "Gross-Up Payment" is defined in Section 10(a).

                  (n) "ISO" is defined in Section 10(a).

                  (o) "Payment" is defined in Section 10(a).

                  (p) "Protected Term" means the period commencing as of the
         date hereof and expiring as of the close of business on March 31, 2000;
         PROVIDED, HOWEVER, that: (i) commencing on April 1, 1998 and each April
         1 thereafter, the term of this Agreement will automatically be extended
         for an additional year unless, not later than December 31 of the
         immediately preceding year, the Company or Employee shall have given
         notice that it or Employee, as the case may be, does not wish to have
         the Protected Term extended; and (ii) except as otherwise provided in
         the last sentence of Section 12, if, prior to a Change in Control,
         Employee ceases for any reason to be an employee of the Company,
         thereupon without further action the Protected Term shall be deemed to
         have expired and Sections 8, 10, 11 and 14(a) and the last sentence of
         Section 12 of this Agreement and the portion of any other provision of
         this Agreement that incorporates such provisions will immediately
         terminate and be of no further effect. For purposes of this Section
         1(p), Employee shall not be deemed to have ceased to be an employee of
         the Company by reason of the transfer of Employee's employment between
         or among HCR and the Company or any other Subsidiary.

                  (q) "Severance Period" means the period of time commencing on
         the date of the occurrence of a Change in Control and continuing until
         the earliest of (i) the third anniversary of the occurrence of the
         Change in Control (ii) Employee's death, or (ii) Employee's attainment
         of age 65.

                  (r) "Severance Benefits" are defined in Section 8(b).



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                  (s) "Subsidiary" means any entity in which HCR directly or
         indirectly beneficially owns 50% or more of the then outstanding Voting
         Stock.

                  (t) "Termination Date" means the effective date of Employee's
         termination of employment with the Company; provided that for purposes
         of this Section 1(t), Employee shall not be deemed to have ceased to be
         an employee of the Company by reason of the transfer of Employee's
         employment between or among HCR and the Company or any other
         Subsidiary.

                  (u) "Underpayment" is defined in Section 10(a).

                  (v) "Voting Stock" means securities entitled to vote generally
         in the election of directors.

         2. SALARY AND POSITION. Employee's Base Pay and job title shown on
Schedule I are correct as of the date hereof and in accordance with Employee's
understanding.

         3. AT-WILL EMPLOYMENT. Employee's employment with the Company is not
for any specified term and may be terminated by Employee or by the Company at
any time for any reason, with or without Cause.

         4. NO OTHER AGREEMENTS. Except as specifically set forth herein and in
Schedule II attached hereto, Employee represents and warrants that there are no
other written or oral agreements, understandings or commitments relating to
Employee's future employment, work assignments, compensation (including
compensation upon termination), benefits, or any other term or condition of
employment.

         5. ENTIRE AGREEMENT. This Agreement and the agreements listed in
Schedule II attached hereto constitute the complete agreement between Employee
and the Company regarding any and all aspects of their employment relationship
and supersede any and all prior written or oral agreements, understandings or
commitments. Employee understands that no representative of the Company has been
authorized to enter into any agreement, understanding or commitment with
Employee which is inconsistent in any way with the terms of this Agreement.

         6. PROHIBITION AGAINST AMENDMENT. Employee's Base Pay may be modified
by the Company at any time in its sole discretion. The retirement and benefit
plans set forth in Schedule II attached hereto in which Employee is entitled to
participate may be improved, reduced or terminated by the Company at any time in
its sole discretion; provided, however, that no vested or accrued benefit shall
be adversely affected. No term set forth in this Agreement, including without
limitation the terms set forth in Section 3 hereof, may be modified in any way
except by a written agreement signed by Employee and by an authorized
representative of the Company which expressly states the intention of the
parties to modify the terms of this Agreement.

         7. SEVERANCE PAYMENT NOT FOLLOWING A CHANGE IN CONTROL. Except as
provided in Section 8:

                  (a) Upon the termination of Employee's employment as a result
         of Employee's electing to resign his employment or to retire without
         the consent of the Company, no payments shall be required or made
         pursuant to this Section 7.




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                  (b) Upon the termination of Employee's employment by the
         Company for Cause, no payments shall be required or made pursuant to
         this Section 7.

                  (c) Upon the termination of Employee's employment by the
         Company for any reason other than for Cause or disability, the Company
         shall continue payment of Employee's Base Pay, at the rate then in
         effect on the Termination Date, for a period of one year after such
         Termination Date. The Company shall give thirty (30) days written
         notice of any such termination which notice shall specify the
         Termination Date.

                  (d) Upon the termination of Employee's employment as a result
         of the death of Employee, the Company shall continue payment of
         Employee's Base Pay, at the rate then in effect on the Termination
         Date, for a period of one year after such Termination Date; PROVIDED,
         HOWEVER, that such payments shall be offset by any survivor benefits,
         excluding life insurance proceeds, received by Employee's spouse or
         other designated beneficiary under the Company's plans, programs and
         policies.

                  (e) Upon the termination of Employee's employment as a result
         of his becoming unable to perform his duties due to a disability as
         established by the award of long-term disability benefits under the
         Company's long-term disability plan, the Company may terminate
         Employee's employment by giving Employee thirty (30) days written
         notice of its intention to terminate. In such event, Company shall
         continue payment of Employee's Base Pay, at the rate then in effect on
         the Termination Date, for a period of one year after such Termination
         Date; PROVIDED, HOWEVER, that such payments shall be offset by any
         disability benefits received by Employee, or his legal guardian, under
         the Company's plans, programs and policies.

                  (f) Notwithstanding anything to the contrary contained in this
         Section 7, upon the termination of Employee's employment for any reason
         other than pursuant to Section 8, whether voluntarily or involuntarily
         and whether with or without Cause, Employee shall be entitled to the
         payments provided for hereunder and such rights as he otherwise has
         under the Company's Restricted Stock Plan and the Company's Stock
         Option Plan in the circumstances of his particular termination.

         8.   TERMINATION FOLLOWING A CHANGE IN CONTROL.

                  (a) ELIGIBILITY FOR SEVERANCE BENEFITS.

                           (i) If, during the Severance Period, Employee's
                  employment is terminated by the Company other than for Cause
                  and other than as a result of his death or disability pursuant
                  to Section 7(d) or (e), Employee shall be entitled to the
                  Severance Benefits.

                           (ii) Following the consummation of a Change in
                  Control, Employee may elect, within the 60-day period
                  following the occurrence of one of the following events, to
                  terminate employment with the Company and receive the
                  Severance Benefits (pursuant to written notice to the Board
                  specifying the effective date of such termination which shall
                  not be earlier than the date of the Board's receipt of such
                  notice and shall not be later than the end of such 60-day
                  period):



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                  (A) Failure to elect or reelect or otherwise to maintain
         Employee in the office or position, or a substantially equivalent
         office or position, of or with the Company or successor, as the case
         may be, which Employee held immediately prior to a Change in Control,
         or the removal of Employee as a Director (or as a member of the board
         of directors of any successor thereto) if Employee shall have been a
         Director immediately prior to the Change in Control;

                  (B) The occurrence of any of the following:

                           (I) a significant adverse change in the nature or
                  scope of the authorities, powers, functions, responsibilities
                  or duties attached to the position with the Company or
                  successor, as the case may be, which Employee held immediately
                  prior to the Change in Control;

                           (II) a reduction in Employee's Base Pay as in effect
                  immediately prior to the Change in Control;

                           (III) a material reduction in the scope or value of
                  Employee Benefits as in effect immediately prior to a Change
                  in Control; or

                           (IV) any material breach of this Agreement by the
                  Company or any successor thereto,

                  which situation is not remedied within 10 calendar days after
                  written notice to the Board (or the board of any successor)
                  from Employee;

                  (C) The liquidation, dissolution, merger, consolidation or
         reorganization of the Company or transfer of all or substantially all
         of its business and/or assets, unless the surviving or successor
         entity, if other than the Company (by liquidation, merger,
         consolidation, reorganization, transfer or otherwise), to which all or
         substantially all of such business and/or assets have been transferred
         (directly or by operation of law) assumes all duties and obligations of
         the Company under this Agreement pursuant to Section 16(a); or

                  (D) The Company or any successor, as the case may be, by which
         Employee is employed relocates its principal executive offices, or
         requires Employee to have his principal location of work changed, to
         any location which increases by more than 25 miles Employee's commute
         to such location immediately prior to the Change in Control, or
         requires Employee to travel away from his office in the course of
         discharging his responsibilities or duties hereunder at least 20% more
         (in terms of aggregate days in any calendar year or in any calendar
         quarter when annualized for purposes of comparison to any prior year)
         than the average of such time that was required of Employee in the
         three full years immediately prior to the Change of Control without, in
         either case, his prior written consent.




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                           (iii) If Employee elects to terminate employment with
                  the Company or any successor, as the case may be, for any
                  reason, or without reason, during such portion of the 180-day
                  period immediately following the first anniversary of the
                  occurrence of any Change in Control that falls within the
                  Severance Period, Employee shall be entitled to the Severance
                  Benefits.

                  (B) SEVERANCE BENEFITS. If, following the occurrence of a
         Change in Control, Employee's employment with the Company is terminated
         pursuant to Section 8(a)(i), (ii) or (iii), the Company will pay to
         Employee the following amounts within five business days after the
         Termination Date and will provide to Employee the following benefits
         (collectively, the "Severance Benefits"):

                           (i) A lump sum payment equal to three times the
                  highest Aggregate Cash Compensation paid or payable to
                  Employee for any of the three calendar years preceding the
                  year in which the Termination Date occurs or for the year in
                  which the Termination Date occurs if the Termination Date
                  occurs after the end of the first quarter; for purposes of
                  this Section 8(b)(i), if the Company's financial performance
                  for the year-to-date period preceding the Termination Date is
                  consistent with budgeted levels (as certified by the
                  Compensation Committee) then the Aggregate Cash Compensation
                  for the year in which the Termination Date occurs shall be
                  assumed to be equal to the sum of: (A) the Employee's Base
                  Pay, (B) the Employee's Annual Incentive Plan bonus payable
                  for the year in which the Termination Date occurs, calculated
                  by multiplying the product of the Employee's Base Pay and the
                  Employee's bonus percentage by 150%, and (C) the Employee's
                  Performance Award Plan award payable for the award period
                  ending with the year in which the Termination Date occurs as
                  if the earnings per share growth rate for such year were
                  assumed to be the actual growth rate for the year-to-date
                  period prior to the Termination Date;

                           (ii) During the Continuation Period:

                                    (A) the Company will arrange to provide
                           Employee with group medical, dental and vision
                           benefits substantially similar to those which
                           Employee was receiving or entitled to receive
                           immediately prior to the Change in Control; and

                                    (B) the Company (or successor) will provide
                           Employee the use of office space, furnishings and
                           secretarial support services comparable to those
                           provided to Employee immediately prior to the Change
                           in Control;

                                    If and to the extent that any benefit
                           described in Section 8(b)(ii)(A) is not or cannot be
                           paid or provided under any policy, plan program or
                           arrangement of the Company, then the Company will pay
                           or provide for the payment to Employee, his
                           dependents and beneficiaries, of such Employee
                           Benefits in any manner selected by the Company.
                           Without otherwise limiting the purposes or effect of
                           Section 8, Employee Benefits otherwise receivable by
                           Employee pursuant to Section 8(b)(ii)(A) will be
                           reduced to the extent comparable welfare benefits are
                           actually received by Employee from another employer
                           during the Continuation Period, and any such benefits
                           received by Employee shall be reported by Employee to
                           the Company.




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                           (iii) The Company shall take whatever action is
                  necessary to fund completely any split-dollar life insurance
                  arrangement maintained by the Company for the benefit of
                  Employee, effective as of the Termination Date and based upon
                  Employee's service through the end of the Continuation Period;

                           (iv) Effective as of the Termination Date, Employee
                  will be credited with service with the Company for an
                  additional 36 months for the purpose of determining service
                  credits and benefits due and payable to Employee under the
                  Company's retirement income, supplemental retirement and other
                  benefit plans of the Company applicable to Employee, his
                  dependents or his beneficiaries immediately prior to the
                  Change in Control; and

                           (v) Employee shall be permitted to elect to defer
                  receipt of amounts payable to him, if any, under the Company's
                  Senior Management Savings Plan and Senior Management Savings
                  Plan for Corporate Officers until any date not later than the
                  expiration of the Continuation Period.

                  (c) Without limiting the rights of Employee at law or in
         equity, if the Company fails to make any payment or provide any benefit
         required to be made or provided under this Section 8 on a timely basis,
         the Company will pay interest on the amount or value thereof at an
         annualized rate of interest equal to the so-called composite "prime
         rate" as quoted from time to time during the relevant period in the
         Midwest Edition of THE WALL STREET JOURNAL. Any change in such prime
         rate will be effective on and as of the date such change is so
         published.

                  (d) Notwithstanding any other provision hereof, the parties'
         respective rights and obligations under this Section 8 and under
         Section 11 will survive:

                           (i) any termination or expiration of this Agreement
                  following a Change in Control prior to the expiration of the
                  Protected Term; and

                           (ii) the termination of Employee's employment for any
                  reason whatsoever following a Change in Control prior to the
                  expiration of the Protected Term.

         9. NO SET-OFF; NO MITIGATION OBLIGATION. The Company hereby
acknowledges that it will be difficult and may be impossible (a) for Employee to
find reasonably comparable employment following the Termination Date; and (b) to
measure the amount of damages which Employee may suffer as a result of
termination of employment hereunder. In addition, the Company acknowledges that
its severance pay plans applicable to corporate officers do not provide for
mitigation, offset or reduction of any severance payment received thereunder.
Accordingly, the payment of the severance compensation by the Company to
Employee in accordance with the terms of this Agreement is hereby acknowledged
by the Company to be reasonable and will be liquidated damages, and Employee
will not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise, nor will any profits,
income, earnings or other benefits from any source whatsoever create any
mitigation, offset, reduction or any other obligation on the part of Employee
hereunder or otherwise, except as expressly provided in Sections 7(d) and (e)
and the last sentence of Section 8 (b)(ii).





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         10. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

                  (a) Anything in this Agreement to the contrary
         notwithstanding, in the event that a Change in Control occurs prior to
         the expiration of the Protected Term and it shall be determined (as
         hereafter provided) that any payment or distribution by the Company or
         any of its affiliates to or for the benefit of Employee, whether paid
         or payable or distributed or distributable pursuant to the terms of
         this Agreement or otherwise pursuant to or by reason of any other
         agreement, policy, plan, program or arrangement, including without
         limitation any stock option, stock appreciation right or similar right,
         or the lapse or termination of any restriction on or the vesting or
         exercisability of any of the foregoing (collectively, a "Payment"),
         would be subject to the excise tax imposed by Section 4999 of the
         Internal Revenue Code (or any successor provision thereto) by reason of
         being considered "contingent on a change in ownership or control" of
         the Company, within the meaning of Section 280G of the Internal Revenue
         Code (or any successor provision thereto) or to any similar tax imposed
         by state or local law, or any interest or penalties with respect to
         such tax (such tax or taxes, together with any such interest and
         penalties, being hereafter collectively referred to as the "Excise
         Tax"), then Employee shall be entitled to receive an additional payment
         or payments (collectively, a "Gross-Up Payment"); PROVIDED, HOWEVER,
         that no Gross-up Payment shall be made with respect to the Excise Tax,
         if any, attributable to: (i) any incentive stock option, as defined by
         Section 422 of the Internal Revenue Code ("ISO"), granted prior to the
         execution of this Agreement; or (ii) any stock appreciation or similar
         right, whether or not limited, granted in tandem with any ISO described
         in clause (i). The Gross-Up Payment shall be in an amount such that,
         after payment by Employee of all taxes, including any Excise Tax (and
         including any interest or penalties imposed with respect to such
         taxes), imposed upon the Gross-Up Payment, Employee retains an amount
         of the Gross-Up Payment equal to the Excise Tax imposed upon the
         Payment.

                  (b) Subject to the provisions of Section 10(f) hereof, all
         determinations required to be made under this Section 10, including
         whether an Excise Tax is payable by Employee and the amount of such
         Excise Tax and whether a Gross-Up Payment is required to be paid by the
         Company to Employee and the amount of such Gross-Up Payment, if any,
         shall be made by a nationally recognized accounting firm (the
         "Accounting Firm") selected by the Company. The Company shall direct
         the Accounting Firm to submit its determination and detailed supporting
         calculations to both the Company and Employee within thirty (30)
         calendar days after any Termination Date arising pursuant to Section
         8(a). If the Accounting Firm determines that any Excise Tax is payable
         by Employee, the Company shall pay the required Gross-Up Payment to
         Employee within five (5) business days after receipt of such
         determination. If the Accounting Firm determines that no Excise Tax is
         payable by Employee, it shall, at the same time as it makes such
         determination, furnish the Company and Employee an opinion that
         Employee has substantial authority not to report any Excise Tax on his
         federal, state or local income or other tax return. As a result of the
         uncertainty in the application of Section 4999 of the Internal Revenue
         Code (or any successor provision thereto) and the possibility of
         similar uncertainty regarding applicable state or local tax law at the
         time of any determination by the Accounting Firm hereunder, it is
         possible that a Gross-Up Payment which will not have been made by the
         Company should have been made (an "Underpayment"), consistent with the
         calculations required to be made hereunder. In the event that the
         Company exhausts or fails to pursue its remedies pursuant to Section
         10(f) hereof and Employee thereafter is required to make a payment of
         any Excise Tax, Employee shall direct the Accounting Firm to determine
         the amount of the Underpayment that has occurred and to submit its
         determination and detailed supporting calculations to both the Company
         and Employee as promptly as possible. Any such





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         Underpayment shall be promptly paid by the Company to, or for the
         benefit of, Employee within five business days after receipt of such
         determination and calculations.

                  (c) The Company and Employee shall each provide the Accounting
         Firm access to and copies of any books, records and documents in the
         possession of the Company or Employee, as the case may be, reasonably
         requested by the Accounting Firm, and otherwise cooperate with the
         Accounting Firm in connection with the preparation and issuance of the
         determination and calculations contemplated by Section 10(b) hereof.
         Except as contemplated by Sections 10(f) or 10(g), any final
         determination by the Accounting Firm as to the amount of the Gross-Up
         Payment shall be binding upon the Company and Employee.

                  (d) The federal, state and local income or other tax returns
         filed by Employee shall be prepared and filed on a consistent basis
         with the determinations of the Accounting Firm with respect to the
         Excise Tax payable by Employee. Employee shall make proper payment of
         the amount of any Excise Payment, and at the request of the Company,
         provide to the company true and correct copies (with any amendments )
         of his federal income tax return as filed with the Internal Revenue
         Service and corresponding state and local tax returns, if relevant, as
         filed with the applicable taxing authority, and such other documents
         reasonably requested by the Company, evidencing such payment. If prior
         to the filing of Employee's federal income tax return, or corresponding
         state or local tax return, if relevant, the Accounting Firm determines
         that the amount of the Gross-Up Payment should be reduced, Employee
         shall within five business days pay to the Company the amount of such
         reduction.

                  (e) The fees and expenses of the Accounting Firm for its
         services in connection with the determinations and calculations
         contemplated by Section 10(b) hereof shall be borne by the Company.

                  (f) Employee shall notify the Company in writing of any claim
         by the Internal Revenue Service or any other taxing authority that, if
         successful, would require the payment by the Company of a Gross-Up
         Payment. Such notification shall be given as promptly as practicable
         but no later than 10 business days after Employee actually receives
         notice of such claim and Employee shall further apprise the Company of
         the nature of such claim and the date on which such claim is requested
         to be paid (in each case, to the extent known by Employee). Employee
         shall not pay such claim prior to the earlier of: (i) the expiration of
         the ten (10) calendar day period following the date on which he gives
         such notice to the Company; and (ii) the date that any payment of such
         amount with respect to such claim is due. If the Company notifies
         Employee in writing prior to the expiration of such period that it
         desires to contest such claim, Employee shall:

                           (A) provide the Company with any written records or
                  documents in his possession relating to such claim reasonably
                  requested by the Company;

                           (B) take such action in connection with contesting
                  such claim as the Company shall reasonably request in writing
                  from time to time, including without limitation accepting
                  legal representation with respect to such claim by an attorney
                  competent in respect of the subject matter and reasonably
                  selected by the Company;




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                           (C) cooperate with the Company in good faith in order
                  effectively to contest such claim; and

                           (D) permit the Company to participate in any
                  proceedings relating to such claim;

         PROVIDED, HOWEVER, that the Company shall bear and pay directly all
         costs and expenses (including interest and penalties) incurred in
         connection with such contest and shall indemnify and hold harmless
         Employee, on an after-tax basis, for and against any Excise Tax or
         income tax, including interest and penalties with respect thereto,
         imposed as a result of such representation and payment of costs and
         expenses. Without limiting the foregoing provisions of this Section
         10(f), the Company shall control all proceedings taken in connection
         with the contest of any claim contemplated by this Section 10(f) and,
         at its sole option, may pursue or forego any and all administrative
         appeals, proceedings, hearings and conferences with the taxing
         authority in respect of such claim (provided, however, that Employee
         may participate therein at his own cost and expense) and may, at its
         option, either direct Employee to pay the tax claimed and sue for
         refund or contest the claim in any permissible manner, and Employee
         agrees to prosecute such contest to a determination before any
         administrative tribunal, in a court of initial jurisdiction and in one
         or more appellate courts, as the Company shall determine; PROVIDED,
         HOWEVER, that if the Company directs Employee to pay the tax claimed
         and sue for a refund, the Company shall advance the amount of such
         payment to Employee on an interest-free basis and shall indemnify and
         hold Employee harmless, on an after tax basis, from any Excise Tax or
         income or other tax, including interest or penalties with respect
         thereto, imposed with respect to such advance; and PROVIDED, FURTHER,
         HOWEVER, that any extension of the statute of limitations relating to
         payment of taxes for the taxable year of Employee with respect to which
         the contested amount is claimed to be due is limited solely to such
         contested amount. Furthermore, the Company's control of any such
         contested claim shall be limited to issues with respect to which a
         Gross-Up Payment would be payable hereunder and Employee shall be
         entitled to settle or contest, as the case may be, any other issue
         raised by the Internal Revenue Service or any other taxing authority.

                  (g) If, after the receipt by Employee of any amount advanced
         by the Company pursuant to Section 10(f) hereof, Employee receives any
         refund with respect to such claim, Employee shall (subject to the
         Company's complying with the requirements of Section 10(f) hereof)
         promptly pay to the Company the amount of such refund (together with
         any interest paid or credited thereon after any taxes applicable
         thereto). If, after the receipt by Employee of any amount advanced by
         the Company pursuant to Section 10(f) hereof, a determination is made
         that Employee shall not be entitled to any refund with respect to such
         claim and the Company does not notify Employee in writing of its intent
         to contest such denial or refund prior to the expiration of 30 calendar
         days after such determination, then such advance shall be forgiven and
         shall not be required to be repaid and the amount of any such advance
         shall offset, to the extent thereof, the amount of Gross-Up Payment
         required to be paid by the Company to Employee pursuant to this Section
         10.

         11. LEGAL FEES AND EXPENSES. It is the intent of the Company that
Employee not be required to incur legal fees and the related expenses associated
with the interpretation, enforcement or defense of Employee's rights under
Section 8 of this Agreement by litigation or otherwise because the cost and
expense thereof would substantially detract from the benefits intended to be
extended to Employee hereunder. Accordingly, if the Company fails to comply with
any of its obligations under this





                                       11
<PAGE>   12


Agreement or in the event that the Company or any other person takes any action
to declare this Agreement void or unenforceable, or institutes any litigation or
other action or proceeding designed to deny, or to recover from, Employee the
benefits provided or intended to be provided to Employee hereunder, the Company
irrevocably authorizes Employee from time to time to retain counsel of
Employee's choice, at the expense of the Company as hereafter provided, to
advise and represent Employee in connection with any such interpretation,
enforcement or defense, including, without limitation, the initiation or defense
of any litigation or other legal action, whether by or against the Company or
any Director, officer, stockholder or other person affiliated with the Company,
in any jurisdiction. Without respect to whether Employee prevails, in whole or
in part, in connection with any of the foregoing, the Company will pay and be
solely financially responsible for any and all reasonable attorneys' and related
fees and expenses by Employee in connection with any of the foregoing.

         12. EMPLOYMENT RIGHTS: TERMINATION PRIOR TO CHANGE IN CONTROL. Nothing
expressed or implied in this Agreement will create any right or duty on the part
of the Company or Employee to have Employee remain in the employment of the
Company prior to or following any Change in Control. Any termination of
employment of Employee by the Company other than for Cause or by reason of his
death or disability pursuant to Sections 7(b), (d) or (e) during the period
beginning on the date that is sixty (60) days prior to the date of the first
public announcement by the Company of the potential occurrence of an event that
would constitute a Change in Control and ending on the date of consummation of
such Change in Control shall be deemed to be a termination of Employee after a
Change in Control for purposes of this Agreement.

         13. NON-COMPETITION/NON-SOLICITATION.

                  (a) COVENANT NOT TO COMPETE. Employee covenants and agrees
         that during the period of Employee's employment hereunder and for a
         period of one (1) year following the termination of Employee's
         employment, including without limitation termination by the Company for
         cause or without cause, Employee shall not, in the United States of
         America, engage, directly or indirectly, whether as principal or as
         agent, officer, director, employee, consultant, shareholder or
         otherwise, alone or in association with any other person, corporation
         or other entity, in any Competing Business.

                  (b) NON-SOLICITATION OF CUSTOMERS. Employee agrees that during
         his employment with the Company he shall not, directly or indirectly,
         solicit the business of, or do business with, any customer or
         prospective customer of the Company for any business purpose other than
         for the benefit of the Company. Employee further agrees that for one
         (1) year following termination of his employment with the Company,
         including without limitation termination by the Company for cause or
         without cause, Employee shall not, directly or indirectly, solicit the
         business of, or do business with, any customers or prospective
         customers of the Company.

                  (c) NON-SOLICITATION OF EMPLOYEES. Employee agrees that,
         during his employment with the Company and for one (1) year following
         termination of Employee's employment with the Company, including
         without limitation termination by the Company for cause or without
         cause, Employee shall not, directly or indirectly, solicit or induce,
         or attempt to solicit or induce, any employee of the Company to leave
         the employment of the Company for any reason whatsoever, or hire any
         employee of the Company except into the employment of the Company.

         14. VESTING OF OPTIONS AND RESTRICTED STOCK; EMPLOYEE BENEFITS.




                                       12
<PAGE>   13




                  (a) Upon the consummation of a Change in Control prior to the
         expiration of the Protected Term,

                           (i) all options to purchase Company stock then held
                  by Employee shall be fully vested and exercisable in full as
                  of such date;

                           (ii) all shares of restricted Company stock issuable
                  to Employee under outstanding restricted stock awards made to
                  Employee prior to the date of such Change in Control shall be
                  issued to Employee as of such date; and

                           (iii) the restrictions applicable to all shares of
                  restricted stock then held by Employee (including shares
                  issued pursuant to subsection (ii) above) shall lapse as of
                  such date.

                  (b) Except as otherwise expressly provided herein, no
         termination of Employee's employment with the Company will affect any
         rights which Employee may have pursuant to any agreement, policy, plan,
         program or arrangement of the Company providing Employee Benefits.

         15. WITHHOLDING OF TAXES. The Company may withhold from any amounts
payable under this Agreement all federal, state, city or other taxes as the
Company is required to withhold pursuant to any law or governmental regulation
or ruling.

         16. SUCCESSORS AND BINDING AGREEMENT.

                  (a) The Company will require all successors (whether direct or
         indirect, by purchase, merger, consolidation, reorganization or
         otherwise) to any substantial portion of the business or assets of the
         Company, by agreement in form and substance satisfactory to Employee,
         jointly and severally expressly to assume and agree to perform this
         Agreement in the same manner and to the same extent the Company would
         be required to perform if no such succession had taken place. This
         Agreement will be binding upon and inure to the benefit of the Company
         and any successor to the Company, including without limitation any
         persons acquiring directly or indirectly all or substantially all of
         the business or assets of the Company whether by purchase, merger,
         consolidation, reorganization or otherwise (and such successor shall
         thereafter be deemed the "Company" for the purposes of this Agreement),
         but will not otherwise be assignable, transferable or delegable by the
         Company.

                  (b) This Agreement will inure to the benefit of and be
         enforceable by Employee's personal or legal representatives, executors,
         administrators, successors, heirs, distributees and legatees.

                  (c) This Agreement is personal in nature and neither of the
         parties hereto shall, without the consent of the other, assign,
         transfer or delegate this Agreement or any rights or obligations
         hereunder except as expressly provided in Sections 16(a) and 16(b)
         hereof. Without limiting the generality or effect of the foregoing,
         Employee's right to receive payments hereunder will not be assignable,
         transferable or delegable, whether by pledge, creation of a security
         interest, or otherwise, other than by a transfer by Employee's will or
         by the laws of descent and distribution and, in the event of any
         attempted assignment or transfer contrary to this Section 16(c), the
         Company shall have no liability to pay any amount so attempted to be
         assigned, transferred or delegated.




                                       13
<PAGE>   14




         17. NOTICES. For all purposes of this Agreement, all communications,
including without limitation notices, consents, requests or approvals, required
or permitted to be given hereunder will be in writing and will be deemed to have
been duly given when hand delivered or dispatched by electronic facsimile
transmission (with receipt thereof orally confirmed), or five business days
after having been mailed by United States registered or certified mail, return
receipt requested, postage prepaid, or three business days after having been
sent by a nationally recognized overnight courier service such as Federal
Express or UPS, addressed to the Company (to the attention of the Secretary of
the Company) at its principal executive office and to Employee at his principal
residence, or to such other address as any party may have furnished to the other
in writing and in accordance herewith, except that notices of changes of address
shall be effective only upon receipt.

         18. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement will be governed by and construed in accordance
with the substantive laws of the State of Delaware, without giving effect to the
principles of conflict of laws of such State.

         19. VALIDITY. If any provision of this Agreement or the application of
any provision hereof to any person or circumstances is held invalid,
unenforceable or otherwise illegal, the remainder of this Agreement and the
application of such provision to any other person or circumstances will not be
affected, and the provision so held to be invalid, unenforceable or otherwise
illegal will be reformed to the extent (and only to the extent) necessary to
make it enforceable, valid or legal.

         20. MISCELLANEOUS. No waiver by either party hereto at any time of any
breach by the other party hereto or compliance with any condition or provision
of this Agreement to be performed by such other party will be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, expressed
or implied with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. References to
Sections are to references to Sections of this Agreement.

         21. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original but all of which
together will constitute one and the same agreement.

         22. TITLES. Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this Agreement.






                                       14
<PAGE>   15



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                        THE COMPANY:

                                        HEALTH CARE AND RETIREMENT
                                        CORPORATION OF AMERICA


                                        By:  _________________________________

                                        Its:   _______________________________


                                        HEALTH CARE AND RETIREMENT
                                        CORPORATION


                                        By:  _________________________________

                                        Its:   _______________________________

                                        EMPLOYEE:

                                        ______________________________________
                                        M. Keith Weikel






                                       15

<PAGE>   16






                                   SCHEDULE I
                                   ----------


Employee:                     M. Keith Weikel

Current Base Rate:            $325,000

Job Titles:                   Senior Executive Vice President and Chief 
                              Operating Officer




<PAGE>   17


                                   SCHEDULE II
                                   -----------


Annual Incentive Plan
Performance Award Plan
Stock Option Plan
Amended Restricted Stock Plan 
Salary Retirement Plan (prior to January 1, 1993)
Stock Purchase and Savings Program (prior to January 1, 1993) 
Senior Executive Retirement Plans 
Supplemental Offset Plan 
Excess and Supplemental Benefit Plans
Corporate Officer and Senior Executive Life Insurance Program 
Senior Management Savings Plan 
Senior Management Savings Plan For Corporate Officers
Such other benefit plans and arrangements as the Company provides, from time to
time, to salaried employees generally participation in which is approved by the
President.