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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2010
Commission file number 001-14655
 RehabCare Group, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    51-0265872(State of Incorporation)
    
    (I.R.S. Employer Identification No.)
 7733 Forsyth Boulevard, 23rd Floor, St. Louis, Missouri 63105
(Address of principal executive offices and zip code)
 (800) 677-1238
 Securities registered pursuant to Section 12(b) of the Act:
    
    Name of exchange on which registered:Common Stock, par value $.01 per share
    
    New York Stock Exchange
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE
   TABLE OF CONTENTS
 PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    3Item 11. Executive Compensation
    
    
    8Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    37Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    39Item 14. Principal Accounting Fees and Services
    
    
    42PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    43EX-31.1EX-31.2
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PART III
 
 ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Board of Directors
  Colleen Conway-Welch
   Anthony (Buddy) Piszel, CPA
  - 3 -




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Christopher Hjelm
   Suzan Rayner, MD, MPH
   Harry Rich
  - 4 -




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Larry Warren
 Theodore Wight,
   John Short,
   - 5 -




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Executive Officers
  Name
    
    Age
    
    PositionJohn H. Short, Ph.D.
    
    
    66
    
    
    President and Chief Executive OfficerJay W. Shreiner
    
    
    60
    
    
    Executive Vice President, Chief Financial OfficerPatricia S. Williams
    
    
    43
    
    
    Senior Vice President, General Counsel and Corporate CounselPatricia M. Henry
    
    
    58
    
    
    Executive Vice President, SRS OperationsMary Pat Welc
    
    
    56
    
    
    Senior Vice President, HRS OperationsW. Brock Hardaway
    
    
    44
    
    
    Executive Vice President, Hospital OperationsJames F. Martin
    
    
    60
    
    
    Senior Vice President, Chief Human Resources OfficerJeff A. Zadoks
    
    
    45
    
    
    Senior Vice President, Chief Accounting OfficerSamuel W. Duggan II
    
    
    47
    
    
    Vice President, Treasurer
  John H. Short, Ph.D.
 Jay W. Shreiner
 Patricia S. Williams
 Patricia M. Henry
 Mary Pat Welc
 Brock Hardaway
 James F. Martin
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Jeff A. Zadoks
 Samuel W. Duggan II
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Audit Committee
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ITEM 11. EXECUTIVE COMPENSATION
 Compensation and Nominating/Corporate Governance Committee Report
  The Committee:
  Compensation Discussion and Analysis
  
    
    John Short
    
    President & Chief Executive Officer (CEO)
    
    Jay Shreiner
    
    Executive Vice President & Chief Financial Officer (CFO)
    
    Patricia Henry
    
    Executive Vice President, SRS Operations
    
    W. Brock Hardaway
    
    Executive Vice President, Hospital Operations
    
    Patricia Williams
    
    Senior Vice President, General Counsel and Corporate Secretary
    Compensation Program Objectives and Design
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
    
    Attract and retain top talent. Attract and retain talented executives critical to our
long-term success.
    
    Pay for performance. Align executive compensation with Company, operating division and
individual performance on both a short-term and long-term basis.
    
    Incentivize employees without encouraging excessive risk taking.
  Compensation Philosophy and Overview
     Key Analytical Tools Used in Compensation Process
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
    
    Risk Analysis.The CNCGC evaluates our short-term and long-term incentive arrangements
with the Companys senior risk managers to determine whether those arrangements could
induce executives to take unnecessary and excessive risks that may threaten the long-term
health of the Company. Furthermore, the Audit Committee has oversight responsibility for
the effectiveness of managements processes that monitor and manage key business risks
facing the Company as well as the major areas of risk exposure and managements efforts to
monitor and control that exposure. In connection with that oversight responsibility, the
Audit Committee discusses with management its policies with respect to risk assessment and
risk management. Management provides regular updates to both the Audit Committee and the
CNCGC throughout the year regarding the management of risks related to compensation
policies. Both Committees, in turn, report on these risks to the full board of directors.
    
    Benchmarking.In designing the compensation program, the CNCGC uses benchmarked data,
where available, for each individual component of compensation (base salary, annual
incentive, long-term incentive, severance, and change in control compensation) as an
important factor considered in decisions on the amount of each component to award to NEOs.
The benchmark data are used in determining how our executives are compensated versus the
compensation paid to comparable executives at similarly situated companies. Such data are
used as an analytical tool and not as a substitute for a thorough analysis of total
compensation, each element of compensation, how the amount of each element should influence
the amount paid for other elements, and whether other factors can and should be taken into
account.
    
    Internal Pay Equity.The CNCGC considers internal pay equity, among other factors, when
making compensation decisions. However, the CNCGC does not use a fixed ratio or formula
when comparing compensation among executive officers. In addition, the Committee reviews
executive compensation on the same basis for each of the NEOs, including our CEO. Our CEO
is compensated at a higher level than the other executive officers due to his significantly
greater level of experience, accountability and responsibility. The CNCGC believes this is
consistent with market practices.
  
    
    Benchmarking of compensation against our peers;
    
    Annual and long term compensation based on multiple metrics tied to our shortterm and
long-term goals;
    
    Internal controls and procedures, tied to our business ethics policies, designed to
detect improper conduct that could have a material adverse effect on the Company; and
    
    Independent compensation committee oversight of compensation policies and practices, and
determination of compensation awards made to senior management.
 Role of Executive Officers in Setting Compensation
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Elements of Executive Compensation Program
  Element
    
    Objectives and Basis
    
    FormBase Salary
    
    Provide base compensation
that is competitive for
each role
    
    CashShort-Term Incentive
    
    Annual incentive to drive
Company, operating
division and/or individual
performance
    
    CashLong-Term Incentive
    
    Drive Company performance
and align executives
interests with
stockholders
    
    Stock and CashSeverance Compensation
    
    Provide a means to
transition to new
employment if executives
are terminated without
cause
    
    CashChange in Control 
Compensation
    
    Ensure we have a competent
executive team in place
through periods of
uncertainty and potential
strategic change, and as
an incentive to newly
recruited executives.
    
    CashKey Management Physical 
Exam
    
    Provide a health benefit
to executives in lieu of
other perquisites
    
    Other
 Discussion of 2010 Executive Compensation Program
 2006 
  Total Compensation Measurement 
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2007 
 2008  Total Compensation
Measurement 
 2009 
 2010 
 Almost Family, Inc.
    
    AmedisysAMN Healthcare Services
    
    Bioscrip, Inc.Catalyst Health Solutions
    
    Cross Country Healthcare, Inc.Emergency Medical Services Corp.
    
    Ensign Group, Inc.Gentiva Health Services, Inc.
    
    Hanger Orthopedic GroupHealthSouth Corporation
    
    inVentiv Health, Inc.Kindred Healthcare, Inc.
    
    LHC Group, Inc.Lincare Holdings, Inc.
    
    Res-Care, Inc.Rural/Metro Corporation
    
    Skilled Healthcare Group, Inc.Sun Healthcare Group, Inc.
  Total Compensation Measurement 
 - 12 -




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Base Salary
 th
 .
 Annual Incentive Compensation or STIP
    - 13 -




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Component
    
    PercentageCompany EPS
    
    
    15
    %Company Revenue
    
    
    10
    %Division Level Income
    
    
    33
    %Division Level Revenue
    
    
    22
    %
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Long-Term Incentive Plan
 Total Award Opportunity
       Total LTIP Award
    
    
    
    
    
    
    
    
    
    
    % of Total inNamed
    
    Target as a % of
    
    
    
    
    
    
    % of Total in Equity
    
    
    Equity (PerformanceExecutive Officer
    
    Base Salary
    
    
    % of Total in Cash
    
    
    (Restricted Stock)
    
    
    Shares)Short
    
    
    167
    %
    
    
    0
    %
    
    
    50
    %
    
    
    50
    %Shreiner
    
    
    125
    %
    
    
    20
    %
    
    
    80
    %
    
    
    0
    %Henry
    
    
    125
    %
    
    
    20
    %
    
    
    80
    %
    
    
    0
    %Hardaway
    
    
    25
    %
    
    
    100
    %
    
    
    0
    %
    
    
    0
    %Williams
    
    
    100
    %
    
    
    25
    %
    
    
    75
    %
    
    
    0
    %
 - 15 -




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Cash Incentive Plan
  20082010 Performance Cycle
 Cash (and in the case of Dr. Short, Performance Shares)
  GoalsThreshold
    
    
    Target
    
    
    MaximumEPS (60%)
    
    $
    1.034
    
    
    $
    1.290
    
    
    $
    1.543Revenue (40%)
    
    $
    865.2M
    
    
    $
    1,080.2M
    
    
    $
    1,184.8M
  Named Executive Officer
    
    AwardShort
    
    $ 0Shreiner
    
    $ 159,688Henry
    
    $ 151,813Hardaway
    
    Mr. Hardaway joined the Company on November 24,
2009 and was not eligible to participate in the
planWilliams
    
    $ 109,375
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20092011 Performance Cycle
 Cash (and in the case of Dr. Short, Performance Shares)
  GoalsThreshold
    
    
    Target
    
    
    MaximumEPS (60%)
    
    $
    1.282
    
    
    $
    1.60
    
    
    $
    1.920Revenue (40%)
    
    $
    910.1M
    
    
    $
    1,136.2M
    
    
    $
    1,246.3M
  GoalsThreshold
    
    Target
    
    MaximumEPS (60%)
    
    $
    2.948
    
    
    $
    3.680
    
    
    $
    4.423Revenue (40%)
    
    $
    1,347.1M
    
    
    $
    1,679.7M
    
    
    $
    1,850.1M
 Equity
 Discretionary Equity Awards
    - 17 -




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Retirement Plans
  Deferred Compensation Plan
   Other Benefits
   Perquisites
  - 18 -




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Tax Deductibility of Executive Compensation
  Severance and Change in Control Compensation Arrangements
    - 19 -




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Executive Stock Ownership Guidelines
  - 20 -




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Compensation Recovery
  Summary Compensation Table
  SUMMARY COMPENSATION TABLE
 Non-EquityIncentive Plan
    
    
    All OtherSalary
    
    
    Bonus
    
    
    Stock Awards
    
    
    Compensation
    
    
    CompensationYear
    
    
    (1)
    
    
    (2)
    
    
    (3)
    
    
    (4)
    
    
    (5)
    
    
    TotalJohn Short,
    
    
    2010
    
    
    $
    734,375
    
    
    
    
    
    
    $
    1,249,979
    
    
    $
    493,125
    
    
    $
    4,900
    
    
    $
    2,482,379CEO
    
    
    2009
    
    
    $
    625,002
    
    
    
    
    
    
    $
    1,087,503
    
    
    $
    1,505,644
    
    
    $
    4,900
    
    
    $
    3,223,0492008
    
    
    $
    618,958
    
    
    
    
    
    
    $
    1,079,318
    
    
    $
    682,531
    
    
    $
    4,600
    
    
    $
    2,385,407Jay Shreiner,
    
    
    2010
    
    
    $
    385,729
    
    
    
    
    
    
    $
    378,994
    
    
    $
    304,171
    
    
    $
    6,072
    
    
    $
    1,074,966CFO
    
    
    2009
    
    
    $
    374,917
    
    
    $
    25,000
    
    
    $
    364,941
    
    
    $
    390,765
    
    
    $
    4,976
    
    
    $
    1,160,5992008
    
    
    $
    363,958
    
    
    
    
    
    
    $
    364,915
    
    
    $
    216,119
    
    
    $
    4,600
    
    
    $
    949,592Patricia Henry,
    
    
    2010
    
    
    $
    379,729
    
    
    
    
    
    
    $
    373,120
    
    
    $
    327,170
    
    
    $
    4,900
    
    
    $
    1,084,919EVP
    
    
    2009
    
    
    $
    369,792
    
    
    
    
    
    
    $
    361,996
    
    
    $
    496,393
    
    
    $
    4,900
    
    
    $
    1,233,0812008
    
    
    $
    357,625
    
    
    
    
    
    
    $
    346,955
    
    
    $
    319,980
    
    
    $
    4,600
    
    
    $
    1,029,160W. Brock Hardaway,
    
    
    2010
    
    
    $
    388,446
    
    
    
    
    
    
    $
    310,350
    
    
    $
    119,111
    
    
    
    
    
    
    $
    817,907EVP
    
    
    2009
    
    
    $
    47,169
    
    
    
    
    
    
    $
    524,475
    
    
    
    
    
    
    
    
    
    
    $
    571,6442008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Patricia Williams,
    
    
    2010
    
    
    $
    263,604
    
    
    
    
    
    
    $
    194,112
    
    
    $
    188,367
    
    
    $
    5,361
    
    
    $
    651,444SVP
    
    
    2009
    
    
    $
    256,375
    
    
    
    
    
    
    $
    187,447
    
    
    $
    142,802
    
    
    $
    5,062
    
    
    $
    591,6862008
    
    
    $
    250,000
    
    
    
    
    
    
    
    
    
    
    $
    90,890
    
    
    $
    4,600
    
    
    $
    345,490
 
 1
    
    The amounts shown above reflect actual amounts received or deferred during 2010, 2009
and 2008.2
    
    In 2009, the Committee decided to recognize select key executives and
managers on a one time basis, for the successful acquisition of - 21 -




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Triumph HealthCare.3
    
    Amounts in this column reflect the aggregate grant date fair value of stock awards
granted in the fiscal year computed in accordance with FASB ASC Topic 718. Dr. Shorts
performance-based restricted stock awards are valued on the probable outcome of the performance
conditions as of the grant date (which in each case, the probable outcome on the grant date equaled
57.14% of the performance awards potential maximum value). If such awards were valued at their
maximum potential value, the aggregate grant date fair value of all awards granted to Dr. Short
equaled $1,718,729, $1,495,317 and $1,484,073 in 2010, 2009 and 2008, respectively.4
    
    Amounts in this column reflect the cash awards to the NEOs under the short-term
incentive plan (STIP) and the long-term incentive plan (LTIP) which are set out below and which are
discussed in the Compensation Discussion and Analysis, and in the narrative to the Grants of
Plan-Based Awards Table.5
    
    The amounts included in this column represent Company matching contributions under the
401(k) savings plan and the deferred compensation plan. STIP Award
    
    
    LTIP AwardJohn Short
    
    
    2010
    
    
    $
    493,125
    
    
    
    
    
    
    
    2008-20102009
    
    
    $
    924,000
    
    
    $
    581,644
    
    
    
    2007-20092008
    
    
    $
    384,519
    
    
    $
    298,012
    
    
    
    2006-2008Jay Shreiner
    
    
    2010
    
    
    $
    144,483
    
    
    $
    159,688
    
    
    
    2008-20102009
    
    
    $
    280,157
    
    
    $
    110,608
    
    
    
    2007-20092008
    
    
    $
    165,874
    
    
    $
    50,245
    
    
    
    2006-2008Patricia Henry
    
    
    2010
    
    
    $
    175,357
    
    
    $
    151,813
    
    
    
    2008-20102009
    
    
    $
    270,686
    
    
    $
    225,707
    
    
    
    2007-20092008
    
    
    $
    212,820
    
    
    $
    107,160
    
    
    
    2006-2008W. Brock Hardaway
    
    
    2010
    
    
    $
    119,111
    
    
    
    N/A
    
    
    
    2008-20102009
    
    
    
    
    
    
    
    N/A
    
    
    
    2007-20092008
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    2006-2008Patricia Williams
    
    
    2010
    
    
    $
    78,992
    
    
    $
    109,375
    
    
    
    2008-20102009
    
    
    $
    142,802
    
    
    
    N/A
    
    
    
    2007-20092008
    
    
    $
    90,890
    
    
    
    N/A
    
    
    
    2006-2008
  - 22 -




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GRANTS OF PLAN-BASED AWARDS
 Estimated Future Payouts Under Non-Equity
    
    
    Estimated Future Payouts Under EquityIncentive Plan Awards
    
    
    Incentive Plan AwardsAll Other StockAwards: Number ofShares of Stock or
    
    
    Grant Date FairValue of EquityTarget
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Maximum
    
    
    Units
    
    
    AwardsName
    
    Grant Date
    
    
    Threshold
    
    
    (6)
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    (7)
    
    
    (8)
    
    
    (9)John Short
    
    2/8/2010 (STIP)
    
    
    181,500
    
    
    
    750,000
    
    
    
    1,350,0004/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,703
    
    
    
    22,345
    
    
    
    39,104
    
    
    
    22,345
    
    
    $
    1,249,979Jay Shreiner
    
    2/8/2010 (STIP)
    
    
    47,009
    
    
    
    194,250
    
    
    
    349,6502/8/2010 (LTIP)
    
    
    28,425
    
    
    
    94,750
    
    
    
    165,8134/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,550
    
    
    $
    378,994Patricia Henry
    
    2/8/2010 (STIP)
    
    
    46,283
    
    
    
    191,250
    
    
    
    344,2502/8/2010  (LTIP)
    
    
    27,975
    
    
    
    93,250
    
    
    
    163,1884/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,340
    
    
    $
    373,120Brock Hardaway
    
    2/8/2010 (STIP)
    
    
    54,450
    
    
    
    225,000
    
    
    
    405,0002/8/2010  (LTIP)
    
    
    29,250
    
    
    
    97,500
    
    
    
    170,6257/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    $
    310,350Patricia Williams
    
    2/8/2010 (STIP)
    
    
    25,700
    
    
    
    106,200
    
    
    
    191,1602/8/2010 (LTIP)
    
    
    19,425
    
    
    
    64,750
    
    
    
    113,3134/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,940
    
    
    $
    194,112
 
 6
    
    In February 2010, the CNCGC set the years threshold, target, and maximum
levels for each component of the financial performance goals with corresponding threshold, target,
and maximum levels of payout based on the percentage of the goal achieved for both the short-term
incentive plan (STIP) and the 3-year cash based long-term incentive plan (LTIP). For the 2010
STIP, if at least 85% of the targeted earnings per share goal was achieved, 30 percent of the
target was to be paid. If 100% of the target earnings per share goal was achieved, 100% payout
would have been made. A maximum of 200% of target would have been paid if 120% of the earnings
per share goal was achieved. No payout was to be made if less than 85% of the targeted financial
goal was achieved. With regard to the revenue target, if at least 85% of the targeted goal was
achieved, 30% of the payout would have been made. If 100% of the goal was attained, 100% of the
payout would have been made. The maximum payout of 200% would have been paid if 110% of the
targeted revenue goal was achieved. For the division level income and revenue performance
objectives in Ms. Henrys and Mr. Hardaways plan the same achievement levels and award payout
opportunities are required for an award payout on each respective component. With regards to
performance based individual objectives, the award can range from 0% up to 100% of target. For the
three-year LTIP performance cycles 2010-2012, payable in March 2013, 2009-2011, payable in March
2012 and 2008-2010, payable in March 2011, if at least 80% of the targeted earnings per share goal
is achieved, then 30% of the target payment will be paid. If 100% of the target earnings per
share goal is achieved, then 100% of the target payment will be made. A maximum of 100% of target
will be paid if 120% of the earnings per share goal is achieved. No payout is to be made if less
than 80% of the targeted financial goal is achieved. With regard to the revenue target, if at
least 80% of the targeted goal is achieved, then 30% of the target payment will be paid. If 100%
of the goal is attained, then 100% of the target payment will be made. The maximum payout of 100%
will be made if 110% of the targeted revenue goal is achieved.7
    
    The stock awards presented in this column were granted to Dr. Short pursuant to our
LTIP. Such awards were granted under the Companys 2006 Equity Incentive Plan. 39,104 represents
the maximum number of shares which could vest upon the satisfaction of performance-based
conditions for the 2010-2012 performance period.8
    
    The stock awards presented in this column reflect the number of awards
granted for each NEO pursuant to our LTIP. Such awards were granted under the Companys 2006
Equity Incentive Plan. All of the shares listed in this column will cliff vest on the third
anniversary date of the award except for the shares granted to W. Brock Hardaway, which will cliff
vest on the second anniversary of the award.9
    
    Represents the grant date fair value of all equity awards including 22,345
of the 39,104 maximum potential shares granted to Dr. Short that are subject to performance-based
vesting conditions. - 23 -




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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Option Awards
    
    Stock AwardsEquity IncentiveEquity Incentive
    
    
    
    
    
    
    
    
    
    Equity Incentive
    
    Plan Awards: MarketNumber of
    
    Number of
    
    Plan Awards: Number
    
    
    
    
    
    
    
    
    
    Plan Awards: Number
    
    or Payout Value ofSecurities
    
    Securities
    
    of Securities
    
    
    
    
    
    
    
    
    
    of Unearned Shares,
    
    Unearned Shares,Underlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units, or Other
    
    Units, or OtherUnexercised Options
    
    Unexercised Options
    
    Unexercised
    
    Option Exercise
    
    
    
    Rights That Have
    
    Rights That HaveExercisable
    
    Unexercisable
    
    Unearned Options
    
    Price
    
    Option Expiration
    
    Not Vested
    
    Not VestedName
    
    (#)
    
    (#)
    
    (#)
    
    ($)

    
    Date
    
    (#)(10)
    
    ($)4,861
    
    
    
    
    
    
    
    
    
    
    $
    39.50
    
    
    
    1/14/2011
    
    
    
    65,522
    
    
    $
    1,552,871John Short
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    $
    25.09
    
    
    
    1/14/2012
    
    
    
    106,656
    
    
    $
    2,527,7476,300
    
    
    
    
    
    
    
    
    
    
    $
    18.93
    
    
    
    1/16/2013
    
    
    
    61,449
    
    
    $
    1,456,341250,000
    
    
    
    
    
    
    
    
    
    
    $
    21.58
    
    
    
    5/3/2014Jay Shreiner
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    $
    19.11
    
    
    
    3/27/2016
    
    
    
    17,270
    
    
    $
    409,29926,030
    
    
    $
    616,91113,550
    
    
    $
    321,135Patricia Henry
    
    
    4,230
    
    
    
    
    
    
    
    
    
    
    $
    23.09
    
    
    
    10/26/2014
    
    
    
    16,420
    
    
    $
    389,15410,143
    
    
    
    
    
    
    
    
    
    
    $
    27.99
    
    
    
    2/8/2015
    
    
    
    25,820
    
    
    $
    611,9348,857
    
    
    
    
    
    
    
    
    
    
    $
    27.99
    
    
    
    2/8/2015
    
    
    
    13,340
    
    
    $
    316,158W. Brock Hardaway
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,500
    
    
    $
    438,45015,000
    
    
    $
    355,500Patricia S. Williams
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,370
    
    
    $
    316,8696,940
    
    
    $
    164,478
 
 (10)
    
    For Dr. Short, the number of shares listed in this column assume the maximum
potential payout of his shares that are subject to performance based vesting condition. All of the
remaining shares listed in this column will cliff vest on the third anniversary date of the award
except for 15,000 shares granted to W. Brock Hardaway, which will cliff vest on the second
anniversary date of the award. - 24 -




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OPTION EXERCISES AND STOCK AWARD VESTINGS
 Options Awards
    
    Stock AwardsNumber of SharesAcquired on
    
    Value Realized On
    
    Number of Shares
    
    Value Realized OnExercise
    
    Exercise
    
    Acquired on Vesting
    
    VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)John ShortJay Shreiner
    
    
    
    
    
    
    
    
    
    
    16,420
    
    
    $
    454,506Patricia Henry
    
    
    80,000
    
    
    $
    648,222
    
    
    
    16,760
    
    
    $
    463,917W. Brock HardawayPatricia S. Williams
    
    
    
    
    
    
    
    
    
    
    7,000
    
    
    $
    136,850
  NONQUALIFIED DEFERRED COMPENSATION
 Registrant
    
    
    
    
    
    AggregateBeginning
    
    Executive
    
    Contributions
    
    Aggregate Earnings
    
    Withdrawals/
    
    Aggregate BalanceBalance on 1/1/2010
    
    Contributions
    
    in Last FY
    
    in Last FY
    
    Distributions
    
    at Last FYEName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Jay Shreiner
    
    $
    37,785
    
    
    $
    58,615
    
    
    $
    1,172
    
    
    $
    10,673
    
    
    $
    0.00
    
    
    $
    108,245Patricia Williams
    
    $
    13,212
    
    
    $
    32,733
    
    
    $
    461
    
    
    $
    2,074
    
    
    $
    0.00
    
    
    $
    48,480
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
  Name of Participant:John Short
    
    Termination for Good Reason or Without CauseInvoluntary Termination
    
    
    Change in ControlType of Payment
    
    $
    
    
    $Salary Continuation
    
    $
    1,500,000Annual Incentive
    
    $
    600,548Restricted Stock
    
    
    
    
    
    $
    4,026,867Performance Plan
    
    
    N/AWelfare Benefits
    
    $
    31,245
    
    
    $
    31,245Outplacement
    
    $
    20,000
    
    
    $
    20,000Excise Tax and Gross Up
    
    
    
    
    
    $
    2,531,494Severance Payments
    
    
    
    
    
    $
    4,788,139Total
    
    $
    2,151,793
    
    
    $
    11,397,745
 - 26 -




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
    
    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; or
    
    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; or
    
    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; or
    
    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.
  Name of Participant:Jay Shreiner
    
    Termination for Good Reason or Without CauseInvoluntary Termination
    
    
    Change in ControlType of Payment
    
    $
    
    
    $Salary Continuation
    
    $
    388,500Annual Incentive
    
    $
    194,250Restricted Stock
    
    
    
    
    
    $
    1,347,345Option AwardsPerformance Plan
    
    
    N/A
    
    
    $
    297,729Welfare Benefits
    
    $
    5,209
    
    
    $
    7,813Outplacement
    
    $
    20,000
    
    
    $
    20,000Excise Tax and Gross UpSeverance Payments
    
    
    
    
    
    $
    1,068,375Total
    
    $
    607,959
    
    
    $
    2,741,262
 - 28 -




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
    
    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; or
    
    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; or
 - 29 -




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
    
    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; or
    
    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.
  Name of Participant:
    
    Termination for Good ReasonPatricia Henry
    
    or Without CauseInvoluntary
    
    
    Change inTermination
    
    
    ControlType of Payment
    
    $
    
    
    $Salary Continuation
    
    $
    382,500Annual Incentive
    
    $
    191,250Restricted Stock
    
    
    
    
    
    $
    1,317,246Performance Plan
    
    
    N/A
    
    
    $
    288,479Welfare Benefits
    
    $
    11,093
    
    
    $
    16,640Outplacement
    
    $
    20,000
    
    
    $
    20,000Excise Tax and Gross UpSeverance Payments
    
    
    
    
    
    $
    1,051,875Total
    
    $
    604,843
    
    
    $
    2,694,240
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
    
    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; or
    
    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; or
    
    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; or
    
    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.
 - 31 -




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Name of Participant:
    
    Termination for Good ReasonW. Brock Hardaway
    
    or Without CauseInvoluntary
    
    
    Change inTermination
    
    
    ControlType of Payment
    
    $
    
    
    $Salary Continuation
    
    $
    675,000Annual Incentive
    
    $
    225,000Restricted Stock
    
    
    
    
    
    $
    793,950Performance Plan
    
    
    N/A
    
    
    $
    32,500Welfare Benefits
    
    $
    23,801
    
    
    $
    23,801Outplacement
    
    $
    20,000
    
    
    $
    20,000Excise Tax and Gross UpSeverance Payments
    
    
    
    
    
    $
    1,237,500Total
    
    $
    943,801
    
    
    $
    2,107,751
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
    
    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; or
    
    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; or
    
    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; or
    
    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.
  Name of Participant:
    
    Termination for Good ReasonPatricia Williams
    
    or Without CauseInvoluntary
    
    
    Change inTermination
    
    
    ControlType of Payment
    
    $
    
    
    $Salary Continuation
    
    $
    265,500Annual Incentive
    
    $
    106,200Restricted Stock
    
    
    
    
    
    $
    481,347Performance Plan
    
    
    N/A
    
    
    $
    203,875Welfare Benefits
    
    $
    15,867
    
    
    $
    15,867Outplacement
    
    $
    20,000
    
    
    $
    20,000Excise Tax and Gross UpSeverance Payments
    
    
    
    
    
    $
    477,900Total
    
    $
    407,567
    
    
    $
    1,198,989
 - 33 -




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
    
    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; or
    
    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; or
    
    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; or
    
    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.
  DIRECTOR COMPENSATION
 FeesEarned orPaid in
    
    
    StockCash
    
    
    Awards
    
    
    TotalName
    
    ($)(11)
    
    
    ($)(12)
    
    
    ($)Colleen Conway-Welch
    
    $
    61,000
    
    
    $
    79,996
    
    
    $
    140,996Anthony S. Piszel
    
    $
    65,000
    
    
    $
    79,996
    
    
    $
    144,996Suzan L. Rayner
    
    $
    62,500
    
    
    $
    79,996
    
    
    $
    142,496Harry E. Rich
    
    $
    122,000
    
    
    $
    79,996
    
    
    $
    201,996Christopher T. Hjelm
    
    $
    54,000
    
    
    $
    79,996
    
    
    $
    133,996Larry Warren
    
    $
    56,750
    
    
    $
    79,996
    
    
    $
    136,746Theodore M. Wight
    
    $
    66,000
    
    
    $
    79,996
    
    
    $
    145,996
 
 (11)
    
    In 2010, each non-executive director received an annual cash retainer of
$50,000. Harry E. Rich, as the non-executive Chairman of the Board, received an additional annual
cash retainer of $70,000 for the additional time, effort, service, and assistance that such role
entails. Anthony S. Piszel, as the Chair of the Audit Committee, received an additional annual cash
retainer of $15,000 for the additional time, effort, service, and assistance that such role
entails. Theodore Wight, as the Chair of the CNCGC, and Colleen Conway-Welch, as the Chair of the
Compliance Committee, each received an additional annual cash retainer of $10,000 for the
additional time, effort, service, and assistance that those roles entail. Suzan Rayner, as the
Chair of the Quality & Patient Safety Committee, received an additional annual cash retainer of
$7,500 for the additional time, effort, service, and assistance that such role entails. Larry
Warren received an additional cash retainer of $3,750 for the additional time, effort and service
necessitated by being a member of three Board committees. Each of the - 35 -




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directors received the following compensation related to site visits: Harry Rich $2,000 for two
site visits; Suzan Rayner $5,000 for five site visits; Theodore Wight $6,000 for six site visits;
Larry Warren $3,000 for three site visits; Chris Hjelm $4,000 for four site visits; and Colleen
Conway-Welch $1,000 for one site visit.(12)
    
    Reflects the aggregate grant date fair value of stock awards granted in 2010
computed in accordance with FASB ASC Topic 718. Independent Non-Employee Directors Stock Ownership Guidelines
    Almost Family Inc.
    
    AmedisysAMN Healthcare Services
    
    Bioscrip Inc.Catalyst Health Solutions
    
    Cross Country Healthcare Inc.Emergency Medical Services Corp.
    
    Ensign Group, Inc.Gentiva Health Services, Inc.
    
    Hanger Orthopedic GroupHealthSouth Corporation
    
    inVentiv Health Inc.Kindred Healthcare Inc.
    
    LHC Group, Inc.Lincare Holdings, Inc.
    
    Res-Care Inc.Rural/Metro Corporation
    
    Skilled Healthcare Group Inc.Sun Healthcare Group, Inc.
  - 36 -




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Certain Relationships and Related Transactions
   CNCGC Interlocks and Insider Participation
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  - 37 -




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Number ofsecurities tobe issued
    
    
    
    
    
    
    Number of securitiesupon
    
    
    
    
    
    
    remaining availableexercise of
    
    
    Weighted-average
    
    
    for future issuanceoutstanding
    
    
    exercise price of
    
    
    under equityoptions,
    
    
    outstanding
    
    
    compensation planswarrants and
    
    
    options, warrants
    
    
    (excluding securitiesrights
    
    
    and rights
    
    
    reflected in column (a))Plan category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by security holders
    
    
    604,868
    
    
    $
    24.33
    
    
    
    2,181,606
    (13)Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    604,868
    
    
    $
    24.33
    
    
    
    2,181,606
 
 (13)
    
    Represents the number of shares of common stock available for future
issuance under the Companys 2006 Equity Incentive Plan. Permissible awards under the
Companys plan include stock options, stock appreciation rights, restricted stock, stock
units and other equity-based awards. Voting Securities And Principal Holders Thereof
  Number of Shares
    
    
    Percent of OutstandingName and Address of Beneficial Owner
    
    Beneficially Owned
    
    
    Common Stock(14)BlackRock, Inc.(15)
40 East 52nd Street 
New York, NY 10022
    
    
    1,952,731
    
    
    
    7.65
    %Security Investors, LLC (16)
One Security Benefit Place 
Topeka, Kansas 66636-0001
    
    
    1,479,055
    
    
    
    5.80
    %Wellington Management Company (17)
280 Congress Street 
Boston, MA 02210
    
    
    1,436,483
    
    
    
    5.63
    %
 
 (14)
    
    The percentage calculations are based upon 25,513,799 shares of our common stock
outstanding on March 31, 2011.(15)
    
    The information provided is based on Schedule 13G dated January 21, 2011.
BlackRock, Inc. has sole power to vote 1,952,731 shares and sole dispositive power for 1,952,731
shares reported as beneficially owned.(16)
    
    The information provided is based on Schedule 13G dated February 11, 2011. Security
Investors, LLC has sole power to vote 1,479,055 shares and sole dispositive power for 1,479,055
shares reported as beneficially owned.(17)
    
    The information provided is based on Schedule 13G dated February 14, 2011.
Wellington Management Company has shared power to vote 1,060,720 shares and shared dispositive
power for 1,436,483 shares reported as beneficially owned. - 38 -




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SECURITY OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
  Percent ofNumber of Shares
    
    
    OutstandingName of Beneficial Owner
    
    Beneficially Owned(18)(19)
    
    
    Common Stock(20)Colleen Conway-Welch, Ph.D., R.N.
    
    
    56,802
    
    
    
    (21)Christopher Hjelm
    
    
    17,772
    
    
    
    (21)Anthony Piszel
    
    
    3,200
    
    
    
    (21)Suzan Rayner, M.D.
    
    
    10,010
    
    
    
    (21)Harry Rich
    
    
    11,272
    
    
    
    (21)Larry Warren
    
    
    20,272
    
    
    
    (21)Theodore Wight
    
    
    20,272
    
    
    
    (21)John Short, Ph.D.
    
    
    217,780
    
    
    
    (21)Patricia Henry
    
    
    49,519
    
    
    
    (21)Jay Shreiner
    
    
    98,220
    
    
    
    (21)Brock Hardaway
    
    
    45,650
    
    
    
    (21)Patricia Williams
    
    
    26,767
    
    
    
    (21)All directors and executive officers as a group (16 persons)
    
    
    641,727
    
    
    
    2.51
    %
 
 (18)
    
    Except as otherwise noted, each individual has sole voting and investment power
with respect to the shares listed beside his or her name.(19)
    
    Totals include 40,800 shares subject to stock options owned by Dr. Conway-Welch
(35,800) and Ms. Welc (5,000) that are either presently exercisable or exercisable within 60 days
of March 31, 2011. Totals also include 900 Shares allocated to Ms. Williams, 39 shares issued to
Ms. Henry, and 1441 shares allocated to other executive officer sunder our 401(k) plan. Dr. Short
discloses indirect ownership of 282 shares allocated to his son under our 401(k) plan.(20)
    
    The percentage calculations are based upon 25,513,799 shares of our common stock
outstanding on March 31, 2011, and, for each director or executive officer or the group, the number
of shares subject to options exercisable by such director or executive officer or the group within
60 days of March 31, 2011.(21)
    
    Less than one percent. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
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Director Independence
     
    
    Is not currently receiving, and has not received, during the three years prior
to the date of determination, more than $100,000 per year in direct compensation
from the Company, other than director and committee fees and receipt of fixed
amounts of compensation under a retirement plan (including deferred compensation)
for prior service to the Company (provided that such compensation is not contingent
in any way on continued service) and has no immediate family member who is
receiving or
 - 40 -




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has received such compensation either currently or during such three-year period;
    
    Is not, and has not been, for the three years prior to the date of
determination, an employee of the Company and has no immediate family member who is
or has been, for the three years prior to the date of determination, an executive
officer of the Company;
    
    Is not, and no immediate family member is a current partner of the firm that is
the Companys internal or external auditor;
    
    Is not a current employee of a firm that is the Companys internal or external
auditor, and no immediate family member of the director (i) is a current employee
of a firm that is the Companys internal or external auditor, and (ii) participates
in the firms audit, assurance or tax compliance (but not tax planning) practice;
    
    Was not, within the last three years, and no immediate family member has been,
within the last three years, a partner or employee of a firm that is the Companys
internal or external auditor and personally worked on the Companys audit within
that time frame;
    
    Is not, and has not been (and has no immediate family member who is or has
been), for the three years prior to the date of determination, part of an
interlocking directorship in which an executive officer of the Company serves on
the Compensation Committee of the company that concurrently employed the director
(or immediate family member) as an executive officer;
    
    Is not an executive officer or an employee (and has no immediate family member
who is an executive officer) of another company that presently, or at any time
within the three years prior to the date of determination, makes payments to, or
receives payments from, the Company for property or services in an amount which, in
any single fiscal year, exceeds the greater of $1 million, or 2% of such other
companys consolidated gross revenues; and
    
    The Board of Directors has affirmatively determined no other material
commercial, industrial, banking, consulting, legal, accounting, charitable or
familial relationship with the Company, either individually or as a partner,
stockholder or officer of an organization or entity having such a relationship with
the Company, which relationship would adversely impact the directors independence
in connection with the Company.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fiscal Year Ended
    
    
    Fiscal Year EndedDecember 31, 2010
    
    
    December 31, 2009Audit Fees(22)
    
    $
    1,190,662
    
    
    $
    1,437,068Audit-Related Fees(23)
    
    
    92,800
    
    
    
    94,125Tax Fees(24)
    
    
    
    
    
    
    All Other Fees(25)
    
    
    
    
    
    
    Total
    
    $
    1,283,462
    
    
    $
    1,531,193
 
 (22)
    
    Audit Fees consist of fees for professional services rendered for the audit of
our financial statements included in our Form 10-K during the years ended December 31, 2010 and
2009, review of our Form 10-Qs and services that are normally provided by KPMG LLP in connection
with statutory and regulatory filings or engagements.(23)
    
    Audit related fees consist of fees rendered for assurance and related services
that are reasonably related to the performance of the audit or review of our financial statements
and are not reported under Audit Fees. This category includes fees related primarily to an audit
of our employee benefit plans and the audit of separate entity financial statements for one of our
subsidiaries for 2010 and 2009.(24)
    
    Tax Fees consist of fees rendered for professional services for federal and
state tax compliance and tax consulting and advice.(25)
    
    All Other Fees consist of fees for products and services other than the
services reported above.    - 42 -




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PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 2.1
    
    Agreement and Plan of Merger, dated November 3, 2009, between the Registrant,
RehabCare Group East, Inc., RehabCare Hospital Holdings, L.L.C., RehabCare Merger Sub
Corporation, Triumph HealthCare Holdings, Inc. and TA Associates, Inc. (filed as
Exhibit 99.2 to the Registrants Current Report on Form 8-K dated November 3, 2009 and
incorporated herein by reference)2.2
    
    Agreement and Plan of Merger, dated February 7, 2011, between the Registrant and
Kindred Healthcare, Inc. and Kindred Healthcare Development, Inc. (filed as Exhibit
2.1 to the Registrants Current Report on Form 8-K dated February 8, 2011 and
incorporated herein by reference)3.1
    
    Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Registrants
Registration Statement on Form S-1, dated May 9, 1991 [Registration No. 33-40467], and
incorporated herein by reference)3.2
    
    Certificate of Amendment of Certificate of Incorporation (filed as Exhibit 3.1 to the
Registrants Quarterly Report on Form 10-Q for the quarter ended May 31, 1995 and
incorporated herein by reference)3.3
    
    Certificate of Amendment of Restated Certificate of Incorporation (filed as Exhibit
3.1 to the Registrants Current Report on Form 8-K dated November 9, 2009 and
incorporated herein by reference)3.4
    
    Amended and Restated Bylaws, dated October 30, 2007 (filed as Exhibit 3.1 to the
Registrants Current Report on Form 8-K dated October 31, 2007 and incorporated herein
by reference)10.1
    
    1987 Incentive Stock Option and 1987 Nonstatutory Stock Option Plans (filed as
Exhibit 10.1 to the Registrants Registration Statement on Form S-1, dated May 9, 1991
[Registration No. 33-40467] and incorporated herein by reference) *10.2
    
    Form of Stock Option Agreement for 1987 Incentive Stock Option and 1987 Nonstatutory
Stock Option Plans (filed as Exhibit 10.2 to the Registrants Registration Statement
on Form S-1, dated May 9, 1991 [Registration No. 33-40467] and incorporated herein by
reference) *10.3
    
    Termination Compensation Agreement, dated December 11, 2007 by and between RehabCare
Group, Inc. and John H. Short, Ph.D. (filed as Exhibit 10.1 to Registrants Annual
Report on Form 8-K dated December 12, 2007 and incorporated herein by reference) *10.4
    
    Amendment to Termination Compensation Agreement, dated December 8, 2008 by and
between RehabCare Group, Inc. and John H. Short, Ph.D. (filed as Exhibit 10.1 to
Registrants Current Report on Form 8-K dated December 12, 2008 and incorporated
herein by reference) *
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10.5
    
    Letter agreement, dated February 7, 2011, by and between RehabCare Group, Inc. and
John H. Short, Ph.D. (filed as Exhibit 10.1 to the Registrants Current Report on Form
8-K dated February 8, 2011 and incorporated herein by reference)*10.6
    
    Termination Compensation Agreement dated December 8, 2008 by and between RehabCare
Group, Inc. and Jay W. Shreiner (filed as Exhibit 10.2 to Registrants Current Report
on Form 8-K dated December 12, 2008 and incorporated herein by reference) *10.7
    
    Termination Compensation Agreement dated December 8, 2008 by and between RehabCare
Group, Inc. and Patricia M. Henry (filed as Exhibit 10.3 to Registrants Current
Report on Form 8-K dated December 12, 2008 and incorporated herein by reference) *10.8
    
    Form of Change in Control Termination Agreement dated December 8, 2008 by and between
RehabCare Group, Inc. and Mary Patricia Welc (filed as Exhibit 10.4 to Registrants
Current Report on Form 8-K dated December 12, 2008 and incorporated herein by
reference) *10.9
    
    Change in Control Termination Agreement dated November 12, 2007 by and between
RehabCare Group, Inc. and Patricia S. Williams (filed as Exhibit 10.6 to Registrants
Annual Report on Form 10-K for the year ended December 31, 2007 and incorporated
herein by reference) *10.10
    
    Termination Compensation Agreement dated November 3, 2009 by and between RehabCare
Group, Inc. and William Brock Hardaway (filed with the Original Form 10-K) *10.11
    
    Form of Termination Compensation Agreement dated March 10, 2006 by and between
RehabCare Group, Inc. and other executive officers who are not named executive
officers in the Registrants proxy statement for the 2006 annual meeting of
stockholders (filed as Exhibit 10.5 to Registrants Annual Report on Form 10-K for the
year ended December 31, 2005 and incorporated herein by reference) *10.12
    
    RehabCare Severance Plan for Company Senior Vice Presidents effective January 1,
2009 (filed as Exhibit 10.5 to Registrants Current Report on Form 8-K dated December
12, 2008 and incorporated herein by reference) *10.13
    
    RehabCare Severance Plan for Company Vice Presidents effective January 1, 2009
(filed as Exhibit 10.6 to Registrants Current Report on Form 8-K dated December 12,
2008 and incorporated herein by reference) *10.14
    
    RehabCare Executive Deferred Compensation Plan (filed as Exhibit 10.12 to the
Registrants Report on Form 10-K, dated May 27, 1994 and incorporated herein by
reference) *10.15
    
    RehabCare Executive Deferred Compensation Plan as amended and restated effective
January 1, 2009 (filed as Exhibit 10.7 to Registrants Current Report on Form 8-K
dated December 12, 2008 and incorporated herein by reference) *
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10.16
    
    RehabCare Directors Stock Option Plan (filed as Appendix A to Registrants
definitive Proxy Statement for the 1994 Annual Meeting of Stockholders and
incorporated herein by reference) *10.17
    
    Second Amended and Restated 1996 Long-Term Performance Plan (filed as Appendix B to
Registrants definitive Proxy Statement for the 2004 Annual Meeting of Stockholders
and incorporated herein by reference) *10.18
    
    Form of Stock Option Agreement for the Second Amended and Restated 1996 Long-Term
Performance Plan (filed as Exhibit 10.10 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2005 and incorporated herein by reference) *10.19
    
    Form of Restricted Stock Agreement for the Second Amended and Restated 1996
Long-Term Performance Plan (filed as Exhibit 10.11 to the Registrants Annual Report
on Form 10-K for the year ended December 31, 2005 and incorporated herein by
reference) *10.20
    
    RehabCare Group, Inc. 2006 Equity Incentive Plan (filed as Appendix A to the
Registrants Definitive Proxy Statement for the 2006 Annual Meeting of Shareholders
and incorporated herein by reference) *10.21
    
    RehabCare Group, Inc. 2006 Equity Incentive Plan, as amended and restated effective
May 4, 2010 (filed as Appendix A to the Registrants Definitive Proxy Statement for
the 2010 Annual Meeting of Shareholders and incorporated herein by reference)*10.22
    
    Amended and Restated Credit Agreement, dated November 24, 2009, by and among
RehabCare Group, Inc., as borrower, certain subsidiaries and affiliates of the
borrower, as guarantors, and Bank of America, N.A., as administrative agent and
collateral agent, and Banc of America Securities LLC, RBC Capital Markets and BNP
Paribas Securities Corp., as joint lead arrangers (filed as Exhibit 10.1 to the
Registrants Current Report on Form 8-K dated November 24, 2009 and incorporated
herein by reference)10.23
    
    Pledge Agreement, dated as of November 24, 2009, by and among RehabCare Group, Inc.
and subsidiaries, as pledgors, and Bank of America, N.A., as collateral agent (filed
as Exhibit 10.1 to the Registrants Current Report on Form 8-K dated November 24, 2009
and incorporated herein by reference)10.24
    
    Security Agreement, dated as of November 24, 2009, by and among RehabCare Group,
Inc. and subsidiaries, as grantors, and Bank of America, N.A., as collateral agent
(filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K dated November
24, 2009 and incorporated herein by reference)10.25
    
    Non-Continuous Aircraft Dry Lease Agreement by and between 55JS Limited, Co. and
RehabCare Group, Inc. (filed as Exhibit 10.1 to Registrants Current Report on Form
8-K dated September 7, 2006 and incorporated herein by reference)10.26
    
    Asset Purchase Agreement dated June 8, 2005 by and among RehabCare Group East, Inc.,
a wholly owned subsidiary of Registrant, MeadowBrook HealthCare, Inc., MeadowBrook
Specialty Hospital of Tulsa LLC, Lafayette Rehab Associate Limited
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Partnership, Clear Lake Rehabilitation Hospital, Inc. and South Dade Rehab
Associates Limited Partnership (filed as Exhibit 10.1 to Registrants Current Report
on Form 8-K dated August 4, 2005 and incorporated herein by reference)10.27
    
    Purchase and Sale Agreement, dated May 3, 2006, by and among LUK-Symphony
Management, LLC, Symphony Health Services, LLC and RehabCare Group, Inc. (filed as
exhibit 10.1 to the Registrants Current Report on Form 8-K dated May 8, 2006 and
incorporated herein by reference)21.1
    
    Subsidiaries of the Registrant (filed with the Original Form 10-K)23.1
    
    Consent of KPMG LLP (filed with the Original Form 10-K)31.1
    
    Certification by Chief Executive Officer in accordance with Rule 13a-14(a) under the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith)31.2
    
    Certification by Chief Financial Officer in accordance with Rule 13a-14(a) under the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith)32.1
    
    Certification by Chief Executive Officer in accordance with 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed with the
Original Form 10-K)32.2
    
    Certification by Chief Financial Officer in accordance with 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed with the
Original Form 10-K)
 
 *
    
    Management contract or compensatory plan or arrangement. - 46 -




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SIGNATURES
   REHABCARE GROUP, INC.
(Registrant)By:
    /s/ Jay W. ShreinerJay W. ShreinerExecutive Vice President and Chief Financial Officer - 47 -