Exhibit 10.3





Exhibit 10.3




AMENDMENT NO. 8 TO

EMPLOYMENT AGREEMENT




This is an amendment, dated as of November 10, 2010 (the “Amendment”) to the Employment
Agreement made as of the 1st day of March, 2000 (the “Employment Agreement”), by and
between SELECT MEDICAL CORPORATION, a Delaware corporation (the “Employer”), and PATRICIA A. RICE,
an individual (the “Employee”).



Background




Employer and Employee executed and delivered the Employment Agreement, that certain Amendment
No. 1 to the Employment Agreement, dated as of August 8, 2000, that certain Amendment No. 2 to the
Employment Agreement, dated as of February 23, 2001, that certain Amendment No. 3 to the Employment
Agreement, dated as of December 10, 2004, that certain Amendment No. 4 to the Employment Agreement,
dated as of February 24, 2005, that certain Amendment No. 5 to the Employment Agreement, dated as
of April 27, 2005, that certain Amendment No. 6 to the Employment Agreement, dated as of February
13, 2008 and that certain Amendment No. 7 to the Employment Agreement, dated as of December 18,
2008. Employer and Employee now desire to amend the Employment Agreement as provided herein.



Agreement




1. Section 2.02(d) of the Employment Agreement is hereby amended and restated in its entirety to
read as follows:



"(d) Good Reason. The Employee’s employment may be terminated by the
Employee for good reason. For purposes of this Agreement, “good reason” shall
mean, unless otherwise consented to by the Employee: (i) the assignment to the
Employee of any duties inconsistent in any material respect with the Employee’s
position (including status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by Section 1.02 of this
Agreement, or any other action by the Employer which results in a material
diminution or material adverse change in such position, status, authority, duties
or responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied within 15 days
after receipt of the Notice of Termination given by the Employee, which specifies
the Employee’s grounds for good reason; provided that in order for such assignment
or other action to constitute good reason hereunder, the Employee must give or
deliver to the Employer the Notice of Termination, in accordance with Section
2.02(c), no later than 30 days after the time at which the assignment or action
purportedly giving rise to good reason first occurs; (ii) any failure by the
Employer to comply with any of the provisions of Article 3 of this Agreement,
other than an isolated, insubstantial and inadvertent failure not occurring in bad
faith and which is remedied by the Employer within 15 days after receipt of the
Notice of Termination given by the Employee, which specifies the Employee’s
grounds for good reason; provided that in order for such failure to constitute
good reason hereunder, the Employee must give or deliver to the Employer the
Notice of Termination, in accordance with Section 2.02(c), no later than 30 days
after the time at which the failure purportedly giving rise to good reason first
occurs; (iii) the Employer’s failure to comply with the last
 _____ 
sentence of Section 1.03 hereof; or (iv) any failure by the Employer to comply
with and satisfy Section 7.01 of this Agreement. For purposes of this Section
2.02(c) any good faith determination of “good reason” made by the Employee shall
be conclusive.”


 


 









 





2. The last sentence of Section 3.01 of the Employment Agreement is hereby amended and restated in
its entirety to read as follows:



“The Employee will also be eligible to receive bonus compensation, annual or
otherwise, in an amount to be determined by the Employer’s Board of Directors in
its sole discretion, with any such bonus compensation to be paid to the Employee
by no later than March 15th of the year following the year to which
such bonus relates.”



3. Section 5.01 of the Employment Agreement is hereby amended and restated in its entirety to read
as follows:



“5.01. Change of Control Termination. If, during the Term (1) there
should be a Change of Control (as defined in Section 5.02), and within the
one-year period immediately following the Change of Control the Employee’s
employment with the Employer (i) is terminated by the Employer without cause as
defined in Section 2.02(b), or (ii) is terminated by the Employee for any reason
or (2) (i) the Employee’s employment is terminated by the Employer other than for
cause, (ii) within the six-month period following such termination, a Change of
Control occurs and (iii) the Employee reasonably demonstrates that such
termination of employment was at the request of a third party who has taken steps
reasonably calculated to effect the Change of Control, then in lieu of the
payments described in Section 2.02(e)(iv) hereof, the Employer shall pay to the
Employee an amount equal to the Employee’s total cash compensation for base salary
and bonus for the immediately preceding three completed calendar years (or equal
to three times her average total annual cash compensation for base salary and
bonus for her years of service to the Employer, if less than three years), with
such amount to be paid in equal installments on each of the Employer’s regular
payroll dates over the remainder of the Term; provided, however, that the
commencement of such payments shall be delayed until the first payroll date of the
seventh month following such termination; provided further, that, the first
payment made hereunder shall include the payments that otherwise would be made had
the delay described in the preceding clause not been imposed. For the avoidance
of doubt, a termination pursuant to Section 5.01(1)(ii) shall be treated as a
termination for good reason (as defined in Section 2.02(d)) and shall entitle the
Employee to the payments and benefits set forth in Section 2.02(e), as modified by
this Section 5.01.”



4. Section 7.02 of the Employment Agreement is hereby amended and restated in its entirety to read
as follows:



“7.02. Release. As a condition to payment of any amount required under
Section 2.02(e) or Section 5.01 hereof, the Employee shall deliver to the Employer
a general release of liability of the Employer and its officers and directors in a
form reasonably satisfactory to the Employer, such that such release is effective,
with all revocation periods having expired unexercised, by no later than the
60th day after such termination.”


 


 









 





5. The last sentence of Section 7.10 of the Employment Agreement is hereby deleted and replaced
with the following:



“In addition, no reimbursement or in-kind benefit shall be subject to liquidation
or exchange for another benefit and the amount available for reimbursement, or
in-kind benefits provided, during any calendar year shall not affect the amount
available for reimbursement, or in-kind benefits to be provided, in a subsequent
calendar year. Any reimbursement to which Employee is entitled hereunder shall be
made no later than the last day of the calendar year following the calendar year
in which such expenses were incurred. This Agreement is intended to comply with
Code Section 409A (to the extent applicable) and the parties hereto agree to
interpret, apply and administer this Agreement in the least restrictive manner
necessary to comply therewith and without resulting in any increase in the amounts
owed hereunder by the Employer.”



6. The reference in Section 2.02(e) to Section 2.02(c) is hereby changed to refer to Section
2.02(d).



7. Except as amended hereby, the Employment Agreement shall continue in effect in accordance with
its terms.



Please indicate your acceptance of the above Amendment by signing below in the space indicated.



	 	 	 	 	 
	 	Very truly yours,







SELECT MEDICAL CORPORATION, a

Delaware Corporation

 	 
	 	By:  	/s/ Michael E. Tarvin
 	 
	 	 	Michael E. Tarvin, 	 
	 	 	Executive Vice President 	 
	 
	 	 	 
	 	    /s/ Patricia A. Rice
 	 
	 	Patricia A. Rice