eightk1208ex101.htm


  
    Exhibit 10.1

      AMENDMENT
OF

      REHABCARE
GROUP, INC.

      TERMINATION
COMPENSATION AGREEMENT

      


      


      This
Amendment of the RehabCare Group, Inc. Termination Compensation Agreement with
John H. Short, PhD, dated December 11, 2007 (the “Agreement”) has been entered
into this 8th day of December, 2008 by and between RehabCare Group, Inc. (the
“Company”) and John H. Short, PhD (the “Executive”).

      


      As
contemplated in Section 7.6 of the Termination Compensation Agreement, the
Company and the Executive desire to amend the Agreement as of the date hereof,
to conform to the provisions of the final regulations under Section 409A of the
Internal Revenue Code.  Therefore, the Company and the Executive
hereby amend the Agreement as follows:

      


      1.           Section
1.1(e) is amended to read in its entirety as follows:

      


      1.1(e)                      “Change in Control”
means:

      


      (i)           The
acquisition by one person, or more than one person acting as a group, of
ownership of stock of the Company that, together with stock held by such person
or group, constitutes more than 50% of the total fair market value or total
voting power of the stock of the Company;

      


      (ii)           The
acquisition by one person, or more than one person acting as a group, of
ownership of stock of the Company, that together with stock of the Company
acquired during the twelve-month period ending on the date of the most recent
acquisition by such person or group, constitutes 30% or more of the total voting
power of the stock of the Company;

      


      (iii)           A
majority of the members of the Company’s board of directors is replaced during
any twelve-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Company’s board of directors before
the date of the appointment or election;

      


      (iv)           One
person, or more than one person acting as a group, acquires (or has acquired
during the twelve-month period ending on the date of the most recent acquisition
by such person or group) assets from the Company that have a total gross fair
market value (determined without regard to any liabilities associated with such
assets) equal to or more than 40% of the total gross fair market value of all of
the assets of the Company immediately before such acquisition or
acquisitions.

      


      Persons
will not be considered to be acting as a group solely because they purchase or
own stock of the same corporation at the same time, or as a result of the same
public offering.  However, persons will be considered to be acting as
a group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction
with the Company.

      


      This
definition of Change in Control shall be interpreted in accordance with, and in
a manner that will bring the definition into compliance with, the regulations
under Code Section 409A.

      


      2.           Section
1.1(i) is amended to read in its entirety as follows:

      


      1.1(i)                      “Date of Termination” has the
meaning set forth in Section 3.7 of this Agreement.

      


      3.           Sections
1.1(n), 1.1(r), 1.1(u), 1.1(v) and 1.1(x), each of which defined a term used in
the Change in Control definition prior to this Amendment, are hereby deleted in
their entirety and each are replaced with the following:

      


      [RESERVED]

      


      4.           Section
2.4(e) is amended to add the following at the end thereof:

      


      Such
expense reimbursements shall be made not later than the end of the calendar year
following the calendar year in which the expenses were incurred.

      


      5.           Section
3.6 is amended to read in its entirety as follows:

      


      3.6           Notice of
Termination.  Any termination by the Company for Cause, without
Cause, or Disability, or by the Executive for any reason or no reason, shall be
communicated by Notice of Termination to the other party, given in accordance
with Section 7.2.  For purposes of this Agreement, a “Notice of
Termination” means a written notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive’s employment under the provision so
indicated, and (iii) specifies the Date of Termination (which date shall be not
more than forty-five (45) days after the giving of such notice).  The
failure of the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Cause shall not waive any right
of the Company hereunder or preclude the Company from asserting such fact or
circumstance in enforcing the Company’s rights hereunder.

      


      6.           Section
3.7 is amended to read in its entirety as follows:

      


      3.7           Date of
Termination.  “Date of Termination” means the date the
Executive’s employment with the Company terminates; provided that Date of
Termination for purposes of any payment prescribed in Section 4 that is subject
to Section 409A of the Code shall mean the date the Executive incurs a
“separation from service” from the Company and its affiliates, as such term is
defined in Section 409A of the Code and the regulations and other guidance
issued thereunder.

      


      7.           The
first paragraph of Section 4.1 is amended to read in its entirety as
follows:

      


      4.1           Termination Without Cause or Timely
Termination for Good Reason Prior to a Change in
Control.  Subject to the provisions of Section 4.9, if, prior
to a Change in Control during the Employment Period, the Company terminates the
Executive’s employment without Cause or the Executive terminates his employment
with the Company for Good Reason within forty-five (45) days of the expiration
of the Company’s 30-day cure period described in Section 3.4, and the event that
would constitute Good Reason has not been remedied by the Company as described
in Section 3.4, the Executive shall be entitled to the payment of the benefits
provided below:

      


      8.           Section
4.1(a) is amended to read in its entirety as follows:

      


      4.1(a)                      Accrued
Obligations.  Within thirty (30) days after the Date of
Termination, the Company shall pay to the Executive the sum of (1) the
Executive’s accrued salary through the Date of Termination, and (2) any accrued
and unused paid days off; in each case to the extent not previously paid
(hereinafter referred to as the “Accrued Obligations”). In addition, Executive
shall be entitled to the accrued benefit payable to the Executive under any
deferred compensation plan, program or arrangement in which the Executive is a
participant, which shall be payable in the time and manner provided under the
applicable plan, program or arrangement.  Payment under any annual or
long-term cash incentive plan shall be determined and governed solely by the
terms of the applicable plan.

      


      9.           Section
4.1(d) is amended to read in its entirety as follows:

      


      4.1(d)                      Health Benefit
Continuation.  For twenty-four (24) months following the Date
of Termination, the Company shall pay the COBRA premiums for the Executive and
his spouse and other eligible dependents for the medical, dental, vision and
prescription drug plan(s) maintained by the Company in which the Executive and
his spouse or other dependents were participating immediately prior to the Date
of Termination; provided, however,
that if the Executive becomes reemployed with another employer and is eligible
to receive medical or health benefits under another employer-provided plan,
program, practice or policy the Company’s COBRA premium payments described
herein shall be immediately terminated upon the commencement of coverage under
the new employer’s plan, program, practice or policy.  In addition, to
the extent that the COBRA premiums paid by the Company are taxable to the
Executive, the Company shall pay to the Executive a gross-up payment for
applicable taxes.  Such payment shall be made monthly during the
period the COBRA premiums are paid by the Company.

      


      10.           Section
4.2(d) is amended to read in its entirety as follows:

      


      4.2(d)                      Health Benefit
Continuation.  For twenty-four (24) months following the Date
of Termination, the Company shall pay the COBRA premiums for the Executive and
his spouse and other eligible dependents for the medical, dental, vision and
prescription drug plan(s) maintained by the Company in which the Executive and
his spouse or other dependents were participating immediately prior to the Date
of Termination; provided, however,
that if the Executive becomes reemployed with another employer and is eligible
to receive medical or health benefits under another employer-provided plan,
program, practice or policy the Company’s COBRA premium payments benefits
described herein shall be immediately terminated upon the commencement of
coverage under the new employer’s plan, program, practice or
policy.  In addition, to the extent that the COBRA premiums paid by
the Company are taxable to the Executive, the Company shall pay to the Executive
a gross-up payment for applicable taxes.  Such payment shall be made
monthly during the period the COBRA premiums are paid by the
Company.

      


      11.           Section
4.7 is amended to add the following at the end thereof:

      


      Any such
payment shall be made not later than the end of the calendar year following the
calendar year in which the Executive incurred such expense.

      


      12.           Section
4.8 is amended to add the following at the end thereof:

      


      Such
executed agreement must be delivered by the Executive to the Company within 30
days of the Executive’s Date of Termination.

      


      13.           The
last sentence of Section 4.9 is amended to read in its entirety as
follows:

      


      A
“Specified Employee” means a specified employee as defined in Treas. Reg.
§1.409A-1(i) (generally, officers earning more than $150,000 per year, as
indexed for inflation, who are among the fifty highest paid
employees).

      



      
        
          
            4825480.1

          

           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Executive and the Company have caused this Amendment to be
executed as of the date and year first above written.

      


      


      /s/ John H.
Short

      John H.
Short, PhD

      


      


      REHABCARE
GROUP, INC.

      


      


      By:           /s/ Harry E.
Rich

      Name:                      Harry
E. Rich

      Title:                      Chairman
of the Board