exv10w88






Exhibit 10.88




AMENDMENT NO. 1

to

THE SELECT MEDICAL HOLDINGS CORPORATION

2005 EQUITY INCENTIVE PLAN




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




     1. Section 1.3(1) 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, with respect to Incentive Stock
Options, Section 422 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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