exv10w89






Exhibit 10.89




AMENDMENT NO. 1

to

THE SELECT MEDICAL HOLDINGS CORPORATION

2005 EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS




          Pursuant to the power reserved to the Board of Directors in Section 1.19 of the Select Medical
Holdings Corporation 2005 Equity Incentive Plan for Non-Employee Directors (the “Plan”), the Board
of Directors hereby amends the Plan, effective as of January 1, 2009, as follows:




     1. Section 1.3(k) of the Plan is hereby amended and restated in its entirety to read as
follows:




“‘Fair Market Value’ means, with respect to a share of Stock on any date herein
specified, (i) if the shares of Stock are listed or admitted for trading on a national
securities exchange, the reported closing sales price, regular way, or, in case no such
reported sale takes place on such day, the average of the reported closing bid and
asked prices, regular way, in either case on the principal national securities exchange
on which the shares of Stock are listed or admitted for trading, (ii) if the shares of
Stock are not listed or admitted for trading on a national securities exchange, the
average of the closing bid and asked prices of the shares of Stock, as reported by The
National Quotation Bureau, Inc., or an equivalent generally accepted reporting service,
or (iii) if on any such day the shares of Stock are not quoted by any such
organization, the fair market value per share of Stock on such day, as determined in
good faith by the Committee in accordance with Section 409A of the Code and the
regulations and guidance thereunder after taking into account such factors that it
deems appropriate. If the Fair Market Value of Stock is to be determined as of a day
other than a trading day, the Fair Market Value of Stock for such day shall be
determined as described above on the last trading day ending prior to the date as of
which the determination is being made. If, in the discretion of the Committee, another
means of determining Fair Market Value shall be necessary or advisable in order to
comply with any applicable law, governmental regulation, or ruling of any governmental
entity, then the Committee may provide for another means of such determination;
provided, however, that in such event, Fair Market Value shall be determined in
accordance with Section 409A of the Code and the applicable regulations and guidance
thereunder.”



     2. Section 1.11 of the Plan is hereby amended to add the following to the end thereof:




“Notwithstanding the foregoing, any such adjustment pursuant to this Section 1.11 shall
be made in accordance with Sections 409A and 424 of the Code and the regulations
thereunder.”



* * * * *




 









 




To record the adoption of this Amendment No. 1 to the Plan, Select Medical Holdings Corporation
has caused its authorized officers to affix its corporate name and seal this 13th day
of November, 2008.




	 	 	 	 	 	 	 	 	 	 	 
	[CORPORATE SEAL]	 	 	 	SELECT MEDICAL HOLDINGS CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Michael E. Tarvin	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:

	 	/s/ [ILLEGIBLE]	 	 	 	Its:	 	Executive Vice President	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





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