8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 8, 2008

REHABCARE GROUP, INC.

(Exact name of Company as specified in its charter)

		Delaware			0-19294			51-0265872
(State or other jurisdiction				(Commission			(I.R.S. Employer
	of incorporation)		File Number)			Identification No.)

	7733 Forsyth Boulevard
			Suite 2300
		St. Louis, Missouri			63105
(Address of principal executive offices)				(Zip Code)

(314) 863-7422

(Company's telephone number, including area code)

Not applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Effective December 8, 2008, the Board of Directors of Rehab Care Group, Inc. approved amendments to the following agreements and plans:   ·The termination compensation agreement with each of John H. Short, Ph.D. (President and Chief Executive Officer), Jay W. Shreiner (Executive Vice President and Chief Financial Officer), and Patricia M. Henry (Executive Vice President); ·The Change in Control Termination Agreement with Mary Patricia Welc (Senior Vice President); ·The Severance Plan for Company Senior Vice Presidents applicable to Mary Patricia Welc (Senior Vice President); ·The Severance Plan for Company Vice Presidents applicable to Jeff A. Zadoks (Vice President and Chief Accounting Officer); and ·The Executive Deferred Compensation Plan applicable to John H. Short, Ph.D. (President and Chief Executive Officer), Patricia M. Henry (Executive Vice President), Jay W. Shreiner (Executive Vice President and Chief Financial Officer), Mary Patricia Welc (Senior Vice President), and Jeff A. Zadoks (Vice President and Chief Accounting Officer).   The purpose of the amendments was to make changes necessary to ensure that such agreements and plans comply with the final regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended.   The foregoing description is qualified in its entirety by reference to the agreements and plans, copies of which are attached as Exhibits 10.1 through 10.7 to this Current Report on Form 8-K and incorporated herein by this reference.  

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits - See exhibit index

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 12, 2008

REHABCARE GROUP, INC.

By: /s/ Jay W. Shreiner                                   

Name: Jay W. Shreiner

Title: Executive Vice President and

Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

10.1	Amendment of Termination Compensation Agreement dated December 11, 2007 by and between RehabCare Group, Inc. and John H. Short, Ph.D.
10.2	Termination Compensation Agreement dated December 8, 2008 by and between RehabCare Group, Inc. and Jay W. Shreiner
10.3	Termination Compensation Agreement dated December 8, 2008 by and between RehabCare Group, Inc. and Patricia M. Henry
10.4	Form of Change in Control Termination Agreement dated December 8, 2008 by and between RehabCare Group, Inc. and Mary Patricia Welc
10.5	RehabCare Severance Plan for Company Senior Vice Presidents effective January 1, 2009
10.6	RehabCare Severance Plan for Company Vice Presidents effective January 1, 2009
10.7	RehabCare Executive Deferred Compensation Plan as amended and restated effective January 1, 2009

EX-10.1

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

EX-10.2

Exhibit 10.2

REHABCARE GROUP, INC.

TERMINATION COMPENSATION AGREEMENT

This agreement (“Agreement”) has been entered into as of the 8th day of December, 2008, by and between RehabCare Group, Inc., a Delaware corporation (the “Company”), and Jay W Shreiner, an individual (the “Executive”).

The Company and the Executive previously entered into that certain agreement dated as of the 29th day of March, 2006, regarding the employment relationship between the Company and the Executive (the “Existing Agreement”).  The Company and the Executive now desire to amend and restate the Existing Agreement in its entirety 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 and restate the Existing Agreement in its entirety to read as follows:

RECITALS

The Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to reinforce and encourage the continued attention and dedication of the Executive to the Company as the Company’s EVP & Chief Financial Officer and to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility or occurrence of a Change in Control (as defined below).  The Board desires to provide for the continued employment of the Executive as EVP & Chief Financial Officer on terms competitive with those of other corporations, and the Executive is willing to rededicate himself and continue to serve the Company as its EVP & Chief Financial Officer.  Additionally, the Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a potential or pending Change in Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any potential or pending Change in Control, and to provide the Executive with compensation and benefits arrangements upon any termination after a Change in Control and certain terminations of employment prior to a Change in Control which ensure that the compensation and benefits expectations of the Executive will be satisfied.  Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

IT IS AGREED AS FOLLOWS:

Section 1:                                Definitions and Construction.

1.1           Definitions. For purposes of this Agreement, the following words and phrases, whether or not capitalized, shall have the meanings specified below, unless the context plainly requires a different meaning.

1.1(a)                      “Accrued Obligations” has the meaning set forth in Section 4.1(a) of this Agreement.

1.1(b)                      “Annual Base Salary” has the meaning set forth in Section 2.4(a) of this Agreement.

1.1(c)                      “Board” means the Board of Directors of the Company.

1.1(d)                      “Cause” has the meaning set forth in Section 3.3 of this Agreement.

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.

1.1(f)                      “Change in Control Date” means the date that the Change in Control first occurs.

1.1(g)                      “Company” has the meaning set forth in the first paragraph of this Agreement and, with regard to successors, in Section 6.2 of this Agreement.

1.1(h)                      “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.1(i)                      “Date of Termination” has the meaning set forth in Section 3.7 of this Agreement.  In all cases, a “Date of Termination” shall only occur upon separation from service from the Company and all of its affiliates, as defined in Treasury regulations under Section 409A of the Code (generally, separation from the 50% controlled group that includes the Company).

1.1(j)                      “Disability” has the meaning set forth in Section 3.2 of this Agreement.

1.1(k)                      “Disability Effective Date” has the meaning set forth in Section 3.2 of this Agreement.

1.1(l)                      “Effective Date” means the date of this Agreement specified in the first paragraph of this Agreement.

1.1(m)                      “Employment Period” means the period beginning on the Effective Date and ending on the later of (i) December 31, 2009, or (ii) December 31 of any succeeding year during which notice is given by either party (as described in Section 2.1 of this Agreement) of such party’s intent not to renew this Agreement.

1.1(n)                       “Excise Tax” has the meaning set forth in Section 4.2(f)(i) of this Agreement.

1.1(o)                      “Good Reason” has the meaning set forth in Section 3.4 of this Agreement.

1.1(p)                      “Gross-Up Payment” has the meaning set forth in Section 4.2(f)(i) of this Agreement.

1.1(q)                       “Notice of Termination” has the meaning set forth in Section 3.6 of this Agreement.

1.1(r)                      “Other Benefits” has the meaning set forth in Section 4.1(e) of this Agreement.

1.1(s)                       “Payment” has the meaning set forth in Section 4.2(f)(i) of this Agreement.

1.1(t)                      “Prorated Target Bonus” has the meaning set forth in Section 4.2(a) of this Agreement.

1.1(u)                      “Specified Employee” has the meaning set forth in Section 4.9 of this Agreement.

1.1(v)                      “Target Bonus” has the meaning set forth in Section 2.4(b) of this Agreement.

1.1(w)                      “Term” means the period that begins on the Effective Date and ends on the earlier of: (i) the Date of Termination, or (ii) the close of business on the later of December 31, 2009 or December 31 of any renewal term.

1.2           Gender and Number.  When appropriate, pronouns in this Agreement used in the masculine gender include the feminine gender, words in the singular include the plural, and words in the plural include the singular.

1.3           Headings.  All headings in this Agreement are included solely for ease of reference and do not bear on the interpretation of the text.  Accordingly, as used in this Agreement, the terms “Article” and “Section” mean the text that accompanies the specified Article or Section of the Agreement.

1.4           Applicable Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Missouri, without reference to its conflict of law principles.

Section 2:                                Terms and Conditions of Employment.

2.1           Period of Employment.  The Executive shall remain in the employ of the Company throughout the Term of this Agreement in accordance with the terms and provisions of this Agreement.  This Agreement will automatically renew for annual one-year periods unless either party gives the other written notice, by September 30, 2009, or September 30 of any succeeding year, of such party’s intent not to renew this Agreement.

2.2           Positions and Duties.

2.2(a)                      Throughout the Term of this Agreement, the Executive shall serve as EVP & Chief Financial Officer of the Company subject to the reasonable directions of the Board.  The Executive shall have such authority and shall perform such duties as are specified by the Bylaws of the Company and the Board for the office of EVP & Chief Financial Officer, subject to the control exercised by the Board from time to time.

2.2(b)                      Throughout the Term of this Agreement (but excluding any periods of vacation and sick leave to which the Executive is entitled), the Executive shall devote reasonable attention and time during normal business hours to the business and affairs of the Company and shall use his reasonable best efforts to perform faithfully and efficiently such responsibilities as are assigned to him under or in accordance with this Agreement; provided that, it shall not be a violation of this Section 2.2(b) for the Executive to (i) serve on corporate, civic or charitable boards or committees with or without compensation, (ii) deliver lectures or fulfill speaking engagements, with or without compensation, or (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement, violate the terms of this Agreement or any other agreement between Executive and the Company, or violate the Company’s conflict of interest policy or any applicable law.

2.3           Situs of Employment. Throughout the Term of this Agreement, the Executive’s services shall be performed at and out of the Company’s executive offices located in the greater St. Louis, Missouri metropolitan area or such other office as shall be agreed to between the Executive and the President and Chief Executive Officer of the Company.

2.4           Compensation.

2.4(a)                      Annual Base Salary.  At the date of this Agreement, the Executive will be paid a base salary (“Annual Base Salary”) at an annual rate of Three Hundred Sixty Five Thousand Dollars ($365,000), which shall be paid in equal or substantially equal semi-monthly installments.  During the Term of this Agreement, the Annual Base Salary payable to the Executive shall be reviewed at least annually after the end of the first calendar quarter (starting with calendar year 2009) and shall be increased at the discretion of the Board or the Compensation and Nominating/Corporate Governance Committee of the Board but shall not be reduced.

2.4(b)                      Incentive Bonuses.  In addition to Annual Base Salary, the Executive shall be awarded the opportunity to earn an incentive bonus on an annual basis under any incentive compensation plan which is generally available to other peer executives of the Company.  The Board of Directors or the Compensation and Nominating/Corporate Governance Committee shall establish at the beginning of each calendar year a target incentive award equal to a designated percentage of  the Executive’s Annual Base Salary paid during that plan year (the “Target Bonus”). The Board and/or the Compensation and Nominating/Corporate Governance Committee may also establish minimum and maximum incentive bonus opportunities on an annual basis in addition to the Target Bonus. The Board of Directors shall be exclusively responsible for decisions relating to administration of the executive incentive plans.

2.4(c)                      Incentive, Savings and Retirement Plans.  Throughout the Term of this Agreement, the Executive shall be entitled to participate in all equity incentive, savings and retirement plans generally available to other peer executives of the Company; provided, however, that the nature and level of any equity incentive awards shall be solely determined by the Board or the Compensation and Nominating/Corporate Governance Committee in its discretion.  Also, during the Term, the Executive shall be eligible to participate in the Company’s long term cash incentive plan.  During the Term, the percentage of Annual Base Salary upon which a potential award shall be based shall be established by the Board or the Compensation and Nominating/Corporate Governance Committee in its discretion.  For each three (3) year performance period during the Term and under the plan, the financial metrics for receiving a payout will be established by the Board or the Committee in its discretion and otherwise determined by the terms of the plan. Payment of awards under the long term cash incentive plan, and eligibility to receive any payment, will be determined under and according to the terms of that plan and based upon performance criteria established annually by the Board or the Committee under the plan.  Nothing herein prevents the Company from terminating or changing the long term cash incentive plan in its discretion, subject to a participant’s right under the plan as to any incentive award which has already been earned.

2.4(d)                      Welfare Benefit Plans.  Throughout the Term of this Agreement (and thereafter, subject to Section 4.1(d) or 4.2(d) hereof), the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent generally available to other peer executives of the Company.

2.4(e)                      Expenses.  Throughout the Term of this Agreement, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company.   Such expense reimbursements shall be made no later than the end of the calendar year following the calendar year in which the expenses were incurred.

2.4(f)                      Fringe Benefits.  Throughout the Term of this Agreement, the Executive shall be entitled to such fringe benefits as generally are provided to other peer executives of the Company.

2.4(g)                      Office and Support Staff.  Throughout the Term of this Agreement, the Executive shall be entitled to an office or offices at the Company’s executive offices in the greater St. Louis, Missouri metropolitan area and/or at such other location as the Executive and the President and Chief Executive Officer of the Company shall agree of a size and with furnishings and other appointments, and to personal secretarial and other assistance, as are generally provided to other peer executives of the Company.

2.4(h)                      Vacation.  Throughout the Term of this Agreement, the Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices as are generally provided to other peer executives of the Company.

Section 3:                                Termination of Employment.

3.1           Death.  The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period.

3.2           Disability.  If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 7.2 of its intention to terminate the Executive’s employment.  In such event, the Executive’s employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.  For purposes of this Agreement, “Disability” shall mean that the Executive has been unable with reasonable accommodation to perform the services required of the Executive hereunder on a full-time basis for a period of one hundred eighty (180) consecutive business days by reason of a physical and/or mental condition.  “Disability” shall be deemed to exist when certified by a physician selected by the Company and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably).  The Executive will submit to such medical or psychiatric examinations and tests as such physician deems necessary to make any such Disability determination.

3.3           Termination for Cause or without Cause.  The Company may terminate the Executive’s employment during the Employment Period for “Cause,” which shall mean termination based upon: (i) the Executive’s willful and continued failure to substantially perform his duties with the Company (other than as a result of incapacity due to physical or mental condition), after a written demand for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the Executive has not substantially performed his duties, (ii) the Executive’s commission of an act constituting a criminal offense that would be classified as a felony under the applicable criminal code or involving moral turpitude, dishonesty, or breach of trust, or (iii) the Executive’s material breach of any provision of this Agreement.  For purposes of this Section, no act or failure to act on the Executive’s part shall be considered “willful” unless done, or omitted to be done, without good faith and without reasonable belief that the act or omission was in the best interest of the Company.  Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until (i) he receives a Notice of Termination from the Company, (ii) he is given the opportunity, with counsel, to be heard before the Board, and (iii) the Board finds, in its good faith opinion, that the Executive was guilty of the conduct set forth in the Notice of Termination. The Company also may terminate the Executive’s employment at any time during the Employment Period without Cause.

3.4           Termination by Executive for Good Reason.  The Executive may terminate his employment with the Company during the Employment Period for “Good Reason,” which shall mean termination based upon the occurrence of one or more of the following without the consent of the Executive: (i) a material reduction in the Executive’s authority, duties and responsibilities; (ii) a material reduction in Executive’s Annual Base Salary; (iii) a material reduction in the budget over which the Executive retains authority; (iv) a material change in the primary geographic location at which the Executive performs his duties under this Agreement; or (v) any other action or inaction that constitutes a material breach by the Company of any provision of this Agreement. Any termination of the Executive’s employment based upon a good faith determination of “Good Reason” made by the Executive shall be subject to a delivery of a Notice of Termination by the Executive to the Company in the manner prescribed in Section 3.6 within fifteen (15) days of the first occurrence of an event that would constitute Good Reason and subject further to the ability of the Company to remedy within thirty (30) days of receipt of such notice any action that may otherwise constitute Good Reason under this Section 3.4.

3.5           Voluntary Termination by the Executive.  The Executive may voluntarily terminate his employment with the Company for any reason or for no reason at any time during the Employment Period.

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) if the Date of Termination (as defined in Section 3.7 hereof) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) 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.

3.7           Date of Termination.  “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, the Date of Termination shall be the date of receipt by the Executive of the Notice of Termination or any later date specified therein, as the case may be; (ii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be; (iii) if the Executive’s employment is voluntarily terminated by the Executive for any reason or no reason, the Date of Termination shall be a date specified in the Notice of Termination, provided that termination by Executive for Good Reason shall not be effective until thirty (30) days following the date of the Notice of Termination; or (iv) if the Executive’s employment is terminated by the Company other than for Cause, death, or Disability, the Date of Termination shall be the date of receipt by the Executive of the Notice of Termination.

Section 4:                                Certain Benefits Upon Termination.

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 first occurrence of an event that would constitute Good Reason that 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:

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.

4.1(b)                      Annual Base Salary and Target Bonus Continuation.  For a period of twelve (12) months beginning in the month after the Date of Termination, the Company shall pay to the Executive on a monthly basis one-twelfth of an amount equal the sum of Executive’s then-current Annual Base Salary and Target Bonus for the year in which the Date of Termination occurs.  Payments under any long term cash incentive plan are not part of or included in this calculation.

4.1(c)                      Stock-Based Awards.  All stock-based awards held by the Executive will be exercisable or vested, expire or terminate in accordance with the terms of their respective grant agreements.

4.1(d)                      Health Benefit Continuation.  For twelve (12) 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.

4.1(e)                      Outplacement.  During the twelve (12) month period following the Date of Termination, the Company shall provide to Executive executive-level outplacement services by a vendor selected by the Company.

4.2           Benefits Upon a Change in Control.  Subject to the provisions of Section 4.9, if a Change in Control occurs during the Employment Period and within two (2) years after the Change in Control Date (a) the Company terminates the Executive’s employment without Cause, or (b) the Executive terminates employment with the Company for Good Reason, then the Executive shall become entitled to the payment of the benefits as provided below:

4.2(a)                      Accrued Obligations.  Within thirty (30) days after the Date of Termination, the Company shall pay to the Executive the Accrued Obligations and the “Prorated Target Bonus.”  For purposes of this Agreement, the term “Prorated Target Bonus” means an amount determined by multiplying the actual percentage of the Executive’s base salary that was to be paid to the Executive as his Target Bonus in the year in which the Change in Control Date occurs by the Executive’s then-current Annual Base Salary as of the Date of Termination and prorating this amount by multiplying it by a fraction, the numerator of which is the number of days during the then-current calendar year that the Executive was employed by the Company up to and including the Date of Termination and the denominator of which is 365.  Payment under any long term cash incentive plan shall be determined and governed solely by the terms of such plan.

4.2(b)                      Severance Amount.  Within thirty (30) days after the Date of Termination, the Company shall pay to the Executive as severance pay in a lump sum, in cash, an amount equal to 1.5 times the sum of the Executive’s then-current Annual Base Salary plus Target Bonus for the year in which the Change in Control Date occurs.  Payments under any long term cash incentive plan are not part of or included in this calculation.

4.2(c)                      Stock-Based Awards.  All stock-based awards held by the Executive will be exercisable or vested, expire or terminate in accordance with the terms of their respective grant agreements.

4.2(d)                      Health Benefit Continuation.  For eighteen (18) 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.

4.2(e)                      Outplacement.  During the twelve (12) month period following the Date of Termination, the Company shall provide to Executive executive-level outplacement services by a vendor selected by the Company.

4.2(f)                      Gross-up Payments.

(i)           Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise but determined without regard to any additional payments required under this Section 4.2(f)) (a “Payment”) would be subject to the excise tax imposed by Code Section 4999 (or any successor provision) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest or penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment on an after-tax basis equal to the Excise Tax imposed upon the Payment.  Any Gross-Up Payment required under this Section 4.2(f) shall be made on the last day of the month in which the Executive remits such taxes to the required taxing authority.  In no event will any such Gross-Up Payment be paid to Executive later than the end of the Executive’s taxable year following the Executive’s taxable year in which the related taxes are remitted to the required taxing authority.  The intent of the parties is that the Company shall be responsible in full for, and shall pay, any and all Excise Tax on any Payments and Gross-up Payment(s) and any income and all excise and employment taxes (including, without limitation, penalties and interest) imposed on any Gross-up Payment(s) as well as any loss of deduction caused by or related to the Gross-up Payment(s).

(ii)           Subject to the provisions of Section 4.2(f)(iii), all determinations required to be made under this Section 4.2(f), including whether and when a Gross-up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinations, shall be made by the outside accounting firm that then audits the Company’s financial statements  (the “Accounting Firm”), which Accounting Firm shall provide detailed supporting calculations both to the Company and to the Executive within fifteen (15) business days of receipt of notice from the Company or the Executive that there has been or will be a Payment.  In the event that the Accounting Firm is serving as the accountant or auditor for the Person effecting the Change in Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the “Accounting Firm” hereunder).  All fees and expenses of the Accounting Firm shall be paid solely by the Company.  If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty.  Any determination by the Accounting Firm shall be binding upon the Company and the Executive in the absence of a material mathematical or legal error.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Gross-Up Payments will not have been made by the Company that should have been made or that the Gross-Up Payments will have been made that should not have been made, in each case consistent with the calculations required to be made hereunder.  In the event that the Company exhausts its remedies pursuant to Section 4.2(f)(iii) below and a payment of any Excise Tax or any interest, penalty or addition to tax related thereto is determined to be due, the Accounting Firm shall determine the amount of the underpayment of Excise Taxes that has occurred and such underpayment and interest, penalty or addition to tax shall be promptly paid by the Company to the Internal Revenue Service in satisfaction of the Company’s original withholding obligations.  In the event that the Accounting Firm determines that an overpayment of Gross-Up Payment(s) has occurred, the Executive shall be responsible for the immediate repayment to the Company of such overpayment with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that the Executive shall have no duty or obligation whatsoever to repay such overpayment if Executive’s receipt of the overpayment, or any portion thereof, is included in the Executive’s income and the Executive’s repayment of the same is not deductible by the Executive for federal or state income tax purposes.

(iii)           The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment of the Excise Tax.  Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim by the Internal Revenue Service and the notification shall apprise the Company of the nature of the claim and the date on which such claim is required to be paid.  The Executive shall not pay such claim prior to the expiration of a 30-day period following the date on which the Executive has given such notification to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is required).  If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(A)           give the Company any information reasonably requested by the Company relating to such claim;

(B)           take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(C)           cooperate with the Company in good faith in order to effectively contest such claim; and

(D)           permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis to the Executive, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such contest.  Without limitation on the foregoing provisions of this Section 4.2(f), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction or in one or more appellate courts, as the Company shall determine.

4.3           Death.  If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period (either prior  or subsequent to a Change in Control), this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations (as defined in Section 4.1(a)) (which shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days of the Date of Termination) and any other benefits to which the Executive’s beneficiaries are entitled under the terms of any of the Company’s benefit plans or programs, including death benefits pursuant to the terms of any plan, policy, or arrangement of the Company. Payment under any long term cash incentive plan or other incentive compensation plan shall be determined and governed solely by the terms of the applicable plan.

4.4           Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period (either prior or subsequent to a Change in Control), this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations (as defined in Section 4.1(a)) (which shall be paid to the Executive in a lump sum in cash within thirty (30) days of the Date of Termination) and (ii) the timely payment or provision of any other benefits to which the Executive is entitled under the terms of any of the Company’s benefit plans or programs, including Disability benefits pursuant to the terms of any plan, policy or arrangement of the Company. Payment under any long term cash incentive plan or other incentive compensation plan shall be determined and governed solely by the terms of the applicable plan.

4.5           Termination by the Company for Cause, Voluntary Termination by the Executive, or Untimely Termination for Good Reason Prior to a Change in Control.  During the Employment Period, if the Executive’s employment shall be terminated: (i) by the Company for Cause, either prior or subsequent to a Change in Control, or (ii) voluntarily by the Executive for any reason other than Good Reason, either prior to or subsequent to a Change in Control, or (iii) by the Executive for Good Reason prior to a Change in Control but after the forty-five (45) day period for such termination as set forth in Section 4.1 of this Agreement, then this Agreement shall terminate without further obligations to the Executive, other than for (y) payment of the Executive’s Accrued Obligations (as defined in Section 4.1(a)) (which shall be paid to the Executive in a lump sum in cash within thirty (30) days of the Date of Termination), and (z) the timely payment or provision of any other benefits to which Executive is entitled under the terms of any of the Company’s benefit plans or programs.  Payment under any long term cash incentive plan or other incentive compensation plan shall be determined and governed solely by the terms of the applicable plan.

4.6           Non-Exclusivity of Rights.  Except as provided in Sections 4.1(d) and 4.1(e) or 4.2(d) and 4.2(e), nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company and for which the Executive may qualify.  Amounts which are vested benefits of which the Executive is otherwise entitled to receive under any plan, policy, practice or program of, or any other contract or agreement with, the Company at or subsequent to the Date of Termination, shall be payable in accordance with such plan, policy, practice or program or contract or agreement.

4.7           Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Sections 4.1(d) and 4.2(d), such amounts shall not be reduced whether or not the Executive obtains other employment.  The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive regarding the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Code Section 7872(f)(2)(A).  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.

4.8           Conditions To Payments.  To be eligible to receive (and continue to receive) and retain the payments and benefits described in Sections 4.1(b) - (e) or Sections 4.2(b) – (e), the Executive must comply with the terms of paragraph 5, and must execute and deliver to the Company an agreement, in form and substance satisfactory to the Company, effectively releasing and giving up all claims the Executive may have against the Company and its subsidiaries, shareholders, successors and affiliates (and each of their respective employees, officers, plans and agents) arising out of or based upon any facts or conduct occurring prior to that date, and reaffirming and agreeing to comply with the terms of this Agreement and any other agreement signed by the Executive in favor of the Company or any of its subsidiaries or affiliates. The agreement will be prepared by the Company and provided to the Executive at the time the Executive’s employment is terminated or as soon as administratively practicable thereafter. The agreement also will require the Executive, among other things, to consult with Company representatives, and voluntarily appear as a witness for trial or deposition (and to prepare for any such testimony) in connection with, any claim which may be asserted by or against the Company, or any business matter concerning the Company or any of its transactions or operations. The Company will have no obligations to make the payments and/or provide the benefits specified in Sections 4.1(b) – (e) or Sections 4.2(b) – (e) specified above, when applicable, unless and until the Executive signs and delivers the agreement described in this Section 4.8 within sixty (60) days of the Date of Termination and all conditions to the effectiveness of the release and waiver (including but not limited to the expiration of any applicable time period to consider signing the agreement or to revoke acceptance without any action being taken to revoke acceptance or otherwise invalidate the agreement) have been satisfied.

4.9           Key Employee Six Month Deferral.  Notwithstanding anything to the contrary in this Section 4, a “Specified Employee” may not receive a payment of nonqualified deferred compensation, as defined in Code Section 409A and the regulations thereunder, until at least six (6) months after a Date of Termination.  Any payment of nonqualified deferred compensation otherwise due in such six (6) month period shall be suspended and become payable at the end of such six (6) month period.

A “Specified Employee” means a specified employee as defined in Treas. Reg. §1.409A-1(i) (generally, officers earning more than $140,000 per year, as indexed for inflation, who are among the fifty (50) highest paid employees).

Section 5:                                Non-Competition.

The provisions of this Section 5 and any related provisions shall survive termination of this Agreement and/or Executive’s employment with the Company and do not supersede, but are in addition to and not in lieu of, any other agreements signed by Executive concerning non competition, confidentiality, solicitation of employees, or trade secrets (whether included in a stock option agreement or otherwise), and are included in consideration for the Company entering into this Agreement. Executive’s right to receive and retain the benefits specified in Sections 4.1(b) – (e) or Sections 4.2(b) – (e)  are conditioned upon Executive’s compliance with the terms of this Section 5:

5.1           Non-Compete Agreement.

5.1(a)                      During the Executive’s employment with the Company and during the period beginning on the date the Executive’s employment with the Company terminates and ending one (1) year thereafter (i.e., on the anniversary of the date the Executive’s employment terminates), the Executive shall not, without prior written approval of the Company’s Chief Executive Officer, become an officer, employee, agent, partner, or director of, or provide any services or advice to or for, any business enterprise in substantial direct competition (as defined in Section 5.1(b)) with the Company. The above constraint shall not prevent the Executive from making passive investments, not to exceed five percent (5%), in any enterprise where Executive’s services or advice is not required or provided.

5.1(b)                      For purposes of Section 5.1, a business enterprise with which the Executive becomes associated as an officer, employee, agent, partner, or director shall be considered in substantial direct competition, if such entity competes with the Company in any business in which the Company or any of its direct or indirect subsidiaries is engaged or provides services or products of a type which is marketed, sold or provided by the Company or any of its subsidiaries or affiliates (including but not limited to any product or service which the Company or any such other entity is developing) within any State or country where the Company or any such affiliate or subsidiary then provides or markets (or plans to provide or market) any service or product as of the date the Executive’s Company employment terminates.

5.1(c)                      During the Executive’s employment with the Company and during the period beginning on the date the Executive’s employment with the Company terminates and ending one (1) year thereafter (i.e., on the anniversary of the date the Executive’s employment terminates), the Executive shall not, without prior written approval of the Company’s Chief Executive Officer, directly or indirectly, solicit, provide to, take away, or attempt to take away or provide to any customer or solicited prospect of the Company or any of its subsidiaries any business of a type which the Company or such subsidiary provides or markets or which is competitive with any business then engaged in (or product or services marketed or planned to be marketed) by the Company or any of its subsidiaries; or induce or attempt to induce any such customer to reduce such customer’s business with that business entity, or divert any such customer’s business from the Company and its subsidiaries; or discuss that subject with any such customer.

5.1(d)                      During the Executive’s employment with the Company and during the period beginning on the date the Executive’s employment with the Company terminates and ending one (1) year thereafter (i.e., on the first anniversary of the date Executive’s employment terminates), the Executive shall not, without prior written approval of the Company’s Chief Executive Officer, directly or indirectly solicit the employment of, recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with, any then current officer, office manager, staffing coordinator or other employee or agent of the Company or any of  its  subsidiaries or affiliates (other than non-supervisory or non-managerial personnel who are employed in a clerical or maintenance position) or any other such person who was employed by the Company or any of its subsidiaries or affiliates within the twelve (12) months immediately prior to the date the Executive’s employment with the Company terminated; or suggest to or discuss with any such employee the discontinuation of that person’s status or employment with the Company or any of its subsidiaries and affiliates, or such person’s employment or participation in any activity in competition with the Company or any of its subsidiaries or affiliates.

5.2           Confidential Information.  The Executive has received (and will receive) under a relationship of trust and confidence, and shall hold in a fiduciary capacity for the benefit of the Company, all “Confidential Information” and secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies or direct or indirect subsidiaries, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement).  During the Executive’s employment with the Company and after termination of the Executive’s employment with the Company, the Executive shall never, without the prior written consent of the Company, or as may otherwise be required by law or legal process, use (other than during Executive’s employment with the Company for the benefit of the Company), or communicate, reveal, or divulge any such information, knowledge or data, to anyone other than the Company and those designated by it.  In no event shall an asserted violation of the provisions of this Section 5.2 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. “Confidential Information” means confidential and/or proprietary information and trade secrets of or relating to the Company or any of its subsidiaries and affiliates (and includes information the disclosure of which might be injurious to those companies), including but not limited to information concerning personnel of the Company or any of its subsidiaries and affiliates, confidential financial information, customer or customer prospect information, information concerning temporary staffing candidates, temporary employees, and personnel, temporary employee and customer lists and data, methods and formulas for estimating costs and setting prices, research results (such as marketing surveys, or trials), software, programming, and programming architecture, enhancements and developments, cost data (such as billing, equipment and programming cost projection models), compensation information and models, business or marketing plans or strategies, new products or marketing strategies, deal or business terms, budgets, vendor names, programming operations, information on proposed acquisitions or dispositions, actual performance compared to budgeted performance, long-range plans, results of internal analyses, computer programs and programming information, techniques and designs, business and marketing plans, acquisition plans and strategies, divestiture plans and strategies, internal valuations of Company assets, and trade secrets, but does not include information generally known in the marketplace.  In addition, Confidential Information includes information of another company given to the Company with the understanding that it will be kept information confidential.  All Confidential Information described herein is and constitutes trade secret information (regardless of whether the same is legally determined to be a trade secret) and is not the property of the Executive.

5.3           Non Disparagement. The Executive will never criticize, denigrate, disparage, or make any derogatory statements about the Company or its respective business plans, policies and practices, or about any of the Company’s officers, employees or former officers or employees, to customers, competitors, suppliers, employees, former employees, members of the public, members of the media, or any other person; nor shall the Executive harm or in any way adversely affect the reputation and goodwill of the Company.  Nothing in this paragraph shall preclude or prevent the Executive from giving truthful testimony or information to law enforcement entities, administrative agencies or courts or in any other legal proceedings as required by law.

5.4           Provisions Relating To Non Competition, Non Solicitation And Confidentiality.  The provisions of this Section 5 survive the termination of Executive’s employment and this Agreement and shall not be affected by any subsequent changes in employment terms, positions, duties, responsibilities, authority, or employment termination, permitted or contemplated by this Agreement.  To the extent that any covenant set forth in this Section 5 of this Agreement shall be determined to be invalid or unenforceable in any respect or to any extent, the covenant shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Executive’s activities permitted by applicable law in such circumstances. In cases where there is a dispute as to the right to terminate the Executive’s employment or the basis for such termination, the term of any covenant set forth in Section 5 shall commence as of the date specified in the Notice of Termination and shall not be deemed to be tolled or delayed by reason of the provisions of this Agreement. The Company shall have the right to injunctive relief to restrain any breach or threatened breach of any provisions in this Section 5 in addition to and not in lieu of any rights to recover damages or cease making payments under this Agreement. The Company shall have the right to advise any prospective or then current employer of Executive of the provisions of this Agreement without liability. The Company’s right to enforce the provisions of this Agreement shall not be affected by the existence, or non-existence, of any other similar agreement for any other executive, or by the Company’s failure to exercise any of its rights under this Agreement or any other similar agreement or to have in effect a similar agreement for any other employee.

Section 6:                                Successors.

6.1           Successors of Executive. This Agreement is personal to the Executive and, without the prior written consent of the Company, the rights (but not the obligations) shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

6.2           Successors of Company.  This Agreement is freely assignable by the Company and its successors/assignees. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or the division in which the Executive is employed, as the case may be, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to terminate the Agreement at his option on or after the Change in Control Date for Good Reason.

Section 7:                                Miscellaneous.

7.1           Other Agreements.  This Agreement supersedes all prior dated agreements, letters and understandings concerning employment or severance benefits payable to the Executive, either before or after a Change in Control.  The Board may, from time to time in the future, provide other incentive programs and bonus arrangements to the Executive with respect to the occurrence of a Change in Control that will be in addition to the benefits required to be paid in the designated circumstances in connection with the occurrence of a Change in Control.  Such additional incentive programs and/or bonus arrangements will affect or abrogate the benefits to be paid under this Agreement only in the manner and to the extent explicitly agreed to by the Executive in any such subsequent program or arrangement. This Agreement does not supersede or affect in any way the validity of any agreement signed by Executive concerning confidentiality, stock options, post-employment competition, non solicitation of business, accounts or employees, or agreements of a similar type or nature; and any provisions of this Agreement shall be in addition to and not in lieu of (or replace) any such other agreements.

7.2           Notice.  For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses as set forth below; provided that all notices to the Company shall be directed to the attention of the Board of Directors, or to such other address as one party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

Notice to the Executive:

Jay W Shreiner

1800 S Brentwood Blvd

Apt 223

St Louis, MO 63144

Notice to the Company:

RehabCare Group, Inc.

7733 Forsyth Boulevard

Suite 2300

St. Louis, Missouri 63105

Att: Board of Directors

7.3           Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

7.4           Withholding.  The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

7.5           Waiver.  The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

7.6           Section 409A Compliance.  The parties intend that all provisions of this Agreement comply with the requirements of Code Section 409A to the extent applicable.  No provision of this Agreement shall be operative to the extent that it will result in the imposition of the additional tax described in Code Section 409A(a)(1)(B)(i)(II) and the parties agree to revise the Agreement as necessary to comply with Section 409A and fulfill the purpose of the voided provision.  Nothing in this Agreement shall be interpreted to permit accelerated payment of nonqualified deferred compensation, as defined in Section 409A, or any other payment in violation of the requirements of such Code Section 409A.

IN WITNESS WHEREOF, the Executive and the Company, pursuant to the authorization from its Board, have caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

/s/ Jay W. Shreiner

Jay W. Shreiner

REHABCARE GROUP, INC.

By           /s/ John H. Short

John H. Short

President and CEO

EX-10.3

Exhibit 10.3

REHABCARE GROUP, INC.

TERMINATION COMPENSATION AGREEMENT

This agreement (“Agreement”) has been entered into as of the 8th day of December, 2008, by and between RehabCare Group, Inc., a Delaware corporation (the “Company”), and Patricia M Henry, an individual (the “Executive”).

The Company and the Executive previously entered into that certain agreement dated as of the 10th day of March, 2006, regarding the employment relationship between the Company and the Executive (the “Existing Agreement”).  The Company and the Executive now desire to amend and restate the Existing Agreement in its entirety 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 and restate the Existing Agreement in its entirety to read as follows:

RECITALS

The Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to reinforce and encourage the continued attention and dedication of the Executive to the Company as the Company’s Executive Vice President and to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility or occurrence of a Change in Control (as defined below).  The Board desires to provide for the continued employment of the Executive as Executive Vice President on terms competitive with those of other corporations, and the Executive is willing to rededicate himself and continue to serve the Company as its Executive Vice President.  Additionally, the Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a potential or pending Change in Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any potential or pending Change in Control, and to provide the Executive with compensation and benefits arrangements upon any termination after a Change in Control and certain terminations of employment prior to a Change in Control which ensure that the compensation and benefits expectations of the Executive will be satisfied.  Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

IT IS AGREED AS FOLLOWS:

Section 1:                                Definitions and Construction.

1.1           Definitions. For purposes of this Agreement, the following words and phrases, whether or not capitalized, shall have the meanings specified below, unless the context plainly requires a different meaning.

1.1(a)                      “Accrued Obligations” has the meaning set forth in Section 4.1(a) of this Agreement.

1.1(b)                      “Annual Base Salary” has the meaning set forth in Section 2.4(a) of this Agreement.

1.1(c)                      “Board” means the Board of Directors of the Company.

1.1(d)                      “Cause” has the meaning set forth in Section 3.3 of this Agreement.

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.

1.1(f)                      “Change in Control Date” means the date that the Change in Control first occurs.

1.1(g)                      “Company” has the meaning set forth in the first paragraph of this Agreement and, with regard to successors, in Section 6.2 of this Agreement.

1.1(h)                      “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.1(i)                      “Date of Termination” has the meaning set forth in Section 3.7 of this Agreement.  In all cases, a “Date of Termination” shall only occur upon separation from service from the Company and all of its affiliates, as defined in Treasury regulations under Section 409A of the Code (generally, separation from the 50% controlled group that includes the Company).

1.1(j)                      “Disability” has the meaning set forth in Section 3.2 of this Agreement.

1.1(k)                      “Disability Effective Date” has the meaning set forth in Section 3.2 of this Agreement.

1.1(l)                      “Effective Date” means the date of this Agreement specified in the first paragraph of this Agreement.

1.1(m)                      “Employment Period” means the period beginning on the Effective Date and ending on the later of (i) December 31, 2009, or (ii) December 31 of any succeeding year during which notice is given by either party (as described in Section 2.1 of this Agreement) of such party’s intent not to renew this Agreement.

1.1(n)                       “Excise Tax” has the meaning set forth in Section 4.2(f)(i) of this Agreement.

1.1(o)                      “Good Reason” has the meaning set forth in Section 3.4 of this Agreement.

1.1(p)                      “Gross-Up Payment” has the meaning set forth in Section 4.2(f)(i) of this Agreement.

1.1(q)                       “Notice of Termination” has the meaning set forth in Section 3.6 of this Agreement.

1.1(r)                      “Other Benefits” has the meaning set forth in Section 4.1(e) of this Agreement.

1.1(s)                       “Payment” has the meaning set forth in Section 4.2(f)(i) of this Agreement.

1.1(t)                      “Prorated Target Bonus” has the meaning set forth in Section 4.2(a) of this Agreement.

1.1(u)                      “Specified Employee” has the meaning set forth in Section 4.9 of this Agreement.

1.1(v)                      “Target Bonus” has the meaning set forth in Section 2.4(b) of this Agreement.

1.1(w)                      “Term” means the period that begins on the Effective Date and ends on the earlier of: (i) the Date of Termination, or (ii) the close of business on the later of December 31, 2009 or December 31 of any renewal term.

1.2           Gender and Number.  When appropriate, pronouns in this Agreement used in the masculine gender include the feminine gender, words in the singular include the plural, and words in the plural include the singular.

1.3           Headings.  All headings in this Agreement are included solely for ease of reference and do not bear on the interpretation of the text.  Accordingly, as used in this Agreement, the terms “Article” and “Section” mean the text that accompanies the specified Article or Section of the Agreement.

1.4           Applicable Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Missouri, without reference to its conflict of law principles.

Section 2:                                Terms and Conditions of Employment.

2.1           Period of Employment.  The Executive shall remain in the employ of the Company throughout the Term of this Agreement in accordance with the terms and provisions of this Agreement.  This Agreement will automatically renew for annual one-year periods unless either party gives the other written notice, by September 30, 2009, or September 30 of any succeeding year, of such party’s intent not to renew this Agreement.

2.2           Positions and Duties.

2.2(a)                      Throughout the Term of this Agreement, the Executive shall serve as Executive Vice President of the Company subject to the reasonable directions of the Board.  The Executive shall have such authority and shall perform such duties as are specified by the Bylaws of the Company and the Board for the office of Executive Vice President, subject to the control exercised by the Board from time to time.

2.2(b)                      Throughout the Term of this Agreement (but excluding any periods of vacation and sick leave to which the Executive is entitled), the Executive shall devote reasonable attention and time during normal business hours to the business and affairs of the Company and shall use his reasonable best efforts to perform faithfully and efficiently such responsibilities as are assigned to him under or in accordance with this Agreement; provided that, it shall not be a violation of this Section 2.2(b) for the Executive to (i) serve on corporate, civic or charitable boards or committees with or without compensation, (ii) deliver lectures or fulfill speaking engagements, with or without compensation, or (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement, violate the terms of this Agreement or any other agreement between Executive and the Company, or violate the Company’s conflict of interest policy or any applicable law.

2.3           Situs of Employment. Throughout the Term of this Agreement, the Executive’s services shall be performed at and out of the Company’s executive offices located in the greater St. Louis, Missouri metropolitan area or such other office as shall be agreed to between the Executive and the President and Chief Executive Officer of the Company.

2.4           Compensation.

2.4(a)                      Annual Base Salary.  At the date of this Agreement, the Executive will be paid a base salary (“Annual Base Salary”) at an annual rate of Three Hundred Sixty Two Thousand Dollars ($362,000), which shall be paid in equal or substantially equal semi-monthly installments.  During the Term of this Agreement, the Annual Base Salary payable to the Executive shall be reviewed at least annually after the end of the first calendar quarter (starting with calendar year 2009) and shall be increased at the discretion of the Board or the Compensation and Nominating/Corporate Governance Committee of the Board but shall not be reduced.

2.4(b)                      Incentive Bonuses.  In addition to Annual Base Salary, the Executive shall be awarded the opportunity to earn an incentive bonus on an annual basis under any incentive compensation plan which is generally available to other peer executives of the Company.  The Board of Directors or the Compensation and Nominating/Corporate Governance Committee shall establish at the beginning of each calendar year a target incentive award equal to a designated percentage of  the Executive’s Annual Base Salary paid during that plan year (the “Target Bonus”). The Board and/or the Compensation and Nominating/Corporate Governance Committee may also establish minimum and maximum incentive bonus opportunities on an annual basis in addition to the Target Bonus. The Board of Directors shall be exclusively responsible for decisions relating to administration of the executive incentive plans.

2.4(c)                      Incentive, Savings and Retirement Plans.  Throughout the Term of this Agreement, the Executive shall be entitled to participate in all equity incentive, savings and retirement plans generally available to other peer executives of the Company; provided, however, that the nature and level of any equity incentive awards shall be solely determined by the Board or the Compensation and Nominating/Corporate Governance Committee in its discretion.  Also, during the Term, the Executive shall be eligible to participate in the Company’s long term cash incentive plan.  During the Term, the percentage of Annual Base Salary upon which a potential award shall be based shall be established by the Board or the Compensation and Nominating/Corporate Governance Committee in its discretion.  For each three (3) year performance period during the Term and under the plan, the financial metrics for receiving a payout will be established by the Board or the Committee in its discretion and otherwise determined by the terms of the plan. Payment of awards under the long term cash incentive plan, and eligibility to receive any payment, will be determined under and according to the terms of that plan and based upon performance criteria established annually by the Board or the Committee under the plan.  Nothing herein prevents the Company from terminating or changing the long term cash incentive plan in its discretion, subject to a participant’s right under the plan as to any incentive award which has already been earned.

2.4(d)                      Welfare Benefit Plans.  Throughout the Term of this Agreement (and thereafter, subject to Section 4.1(d) or 4.2(d) hereof), the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent generally available to other peer executives of the Company.

2.4(e)                      Expenses.  Throughout the Term of this Agreement, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company.   Such expense reimbursements shall be made no later than the end of the calendar year following the calendar year in which the expenses were incurred.

2.4(f)                      Fringe Benefits.  Throughout the Term of this Agreement, the Executive shall be entitled to such fringe benefits as generally are provided to other peer executives of the Company.

2.4(g)                      Office and Support Staff.  Throughout the Term of this Agreement, the Executive shall be entitled to an office or offices at the Company’s executive offices in the greater St. Louis, Missouri metropolitan area and/or at such other location as the Executive and the President and Chief Executive Officer of the Company shall agree of a size and with furnishings and other appointments, and to personal secretarial and other assistance, as are generally provided to other peer executives of the Company.

2.4(h)                      Vacation.  Throughout the Term of this Agreement, the Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices as are generally provided to other peer executives of the Company.

Section 3:                                Termination of Employment.

3.1           Death.  The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period.

3.2           Disability.  If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 7.2 of its intention to terminate the Executive’s employment.  In such event, the Executive’s employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.  For purposes of this Agreement, “Disability” shall mean that the Executive has been unable with reasonable accommodation to perform the services required of the Executive hereunder on a full-time basis for a period of one hundred eighty (180) consecutive business days by reason of a physical and/or mental condition.  “Disability” shall be deemed to exist when certified by a physician selected by the Company and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably).  The Executive will submit to such medical or psychiatric examinations and tests as such physician deems necessary to make any such Disability determination.

3.3           Termination for Cause or without Cause.  The Company may terminate the Executive’s employment during the Employment Period for “Cause,” which shall mean termination based upon: (i) the Executive’s willful and continued failure to substantially perform his duties with the Company (other than as a result of incapacity due to physical or mental condition), after a written demand for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the Executive has not substantially performed his duties, (ii) the Executive’s commission of an act constituting a criminal offense that would be classified as a felony under the applicable criminal code or involving moral turpitude, dishonesty, or breach of trust, or (iii) the Executive’s material breach of any provision of this Agreement.  For purposes of this Section, no act or failure to act on the Executive’s part shall be considered “willful” unless done, or omitted to be done, without good faith and without reasonable belief that the act or omission was in the best interest of the Company.  Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until (i) he receives a Notice of Termination from the Company, (ii) he is given the opportunity, with counsel, to be heard before the Board, and (iii) the Board finds, in its good faith opinion, that the Executive was guilty of the conduct set forth in the Notice of Termination. The Company also may terminate the Executive’s employment at any time during the Employment Period without Cause.

3.4           Termination by Executive for Good Reason.  The Executive may terminate his employment with the Company during the Employment Period for “Good Reason,” which shall mean termination based upon the occurrence of one or more of the following without the consent of the Executive: (i) a material reduction in the Executive’s authority, duties and responsibilities; (ii) a material reduction in Executive’s Annual Base Salary; (iii) a material reduction in the budget over which the Executive retains authority; (iv) a material change in the primary geographic location at which the Executive performs his duties under this Agreement; or (v) any other action or inaction that constitutes a material breach by the Company of any provision of this Agreement. Any termination of the Executive’s employment based upon a good faith determination of “Good Reason” made by the Executive shall be subject to a delivery of a Notice of Termination by the Executive to the Company in the manner prescribed in Section 3.6 within fifteen (15) days of the first occurrence of an event that would constitute Good Reason and subject further to the ability of the Company to remedy within thirty (30) days of receipt of such notice any action that may otherwise constitute Good Reason under this Section 3.4.

3.5           Voluntary Termination by the Executive.  The Executive may voluntarily terminate his employment with the Company for any reason or for no reason at any time during the Employment Period.

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) if the Date of Termination (as defined in Section 3.7 hereof) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) 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.

3.7           Date of Termination.  “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, the Date of Termination shall be the date of receipt by the Executive of the Notice of Termination or any later date specified therein, as the case may be; (ii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be; (iii) if the Executive’s employment is voluntarily terminated by the Executive for any reason or no reason, the Date of Termination shall be a date specified in the Notice of Termination, provided that termination by Executive for Good Reason shall not be effective until thirty (30) days following the date of the Notice of Termination; or (iv) if the Executive’s employment is terminated by the Company other than for Cause, death, or Disability, the Date of Termination shall be the date of receipt by the Executive of the Notice of Termination.

Section 4:                                Certain Benefits Upon Termination.

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 first occurrence of an event that would constitute Good Reason that 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:

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.

4.1(b)                      Annual Base Salary and Target Bonus Continuation.  For a period of twelve (12) months beginning in the month after the Date of Termination, the Company shall pay to the Executive on a monthly basis one-twelfth of an amount equal the sum of Executive’s then-current Annual Base Salary and Target Bonus for the year in which the Date of Termination occurs.  Payments under any long term cash incentive plan are not part of or included in this calculation.

4.1(c)                      Stock-Based Awards.  All stock-based awards held by the Executive will be exercisable or vested, expire or terminate in accordance with the terms of their respective grant agreements.

4.1(d)                      Health Benefit Continuation.  For twelve (12) 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.

4.1(e)                      Outplacement.  During the twelve (12) month period following the Date of Termination, the Company shall provide to Executive executive-level outplacement services by a vendor selected by the Company.

4.2           Benefits Upon a Change in Control.  Subject to the provisions of Section 4.9, if a Change in Control occurs during the Employment Period and within two (2) years after the Change in Control Date (a) the Company terminates the Executive’s employment without Cause, or (b) the Executive terminates employment with the Company for Good Reason, then the Executive shall become entitled to the payment of the benefits as provided below:

4.2(a)                      Accrued Obligations.  Within thirty (30) days after the Date of Termination, the Company shall pay to the Executive the Accrued Obligations and the “Prorated Target Bonus.”  For purposes of this Agreement, the term “Prorated Target Bonus” means an amount determined by multiplying the actual percentage of the Executive’s base salary that was to be paid to the Executive as his Target Bonus in the year in which the Change in Control Date occurs by the Executive’s then-current Annual Base Salary as of the Date of Termination and prorating this amount by multiplying it by a fraction, the numerator of which is the number of days during the then-current calendar year that the Executive was employed by the Company up to and including the Date of Termination and the denominator of which is 365.  Payment under any long term cash incentive plan shall be determined and governed solely by the terms of such plan.

4.2(b)                      Severance Amount.  Within thirty (30) days after the Date of Termination, the Company shall pay to the Executive as severance pay in a lump sum, in cash, an amount equal to 1.5 times the sum of the Executive’s then-current Annual Base Salary plus Target Bonus for the year in which the Change in Control Date occurs.  Payments under any long term cash incentive plan are not part of or included in this calculation.

4.2(c)                      Stock-Based Awards.  All stock-based awards held by the Executive will be exercisable or vested, expire or terminate in accordance with the terms of their respective grant agreements.

4.2(d)                      Health Benefit Continuation.  For eighteen (18) 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.

4.2(e)                      Outplacement.  During the twelve (12) month period following the Date of Termination, the Company shall provide to Executive executive-level outplacement services by a vendor selected by the Company.

4.2(f)                      Gross-up Payments.

(i)           Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise but determined without regard to any additional payments required under this Section 4.2(f)) (a “Payment”) would be subject to the excise tax imposed by Code Section 4999 (or any successor provision) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest or penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment on an after-tax basis equal to the Excise Tax imposed upon the Payment.  Any Gross-Up Payment required under this Section 4.2(f) shall be made on the last day of the month in which the Executive remits such taxes to the required taxing authority.  In no event will any such Gross-Up Payment be paid to Executive later than the end of the Executive’s taxable year following the Executive’s taxable year in which the related taxes are remitted to the required taxing authority.  The intent of the parties is that the Company shall be responsible in full for, and shall pay, any and all Excise Tax on any Payments and Gross-up Payment(s) and any income and all excise and employment taxes (including, without limitation, penalties and interest) imposed on any Gross-up Payment(s) as well as any loss of deduction caused by or related to the Gross-up Payment(s).

(ii)           Subject to the provisions of Section 4.2(f)(iii), all determinations required to be made under this Section 4.2(f), including whether and when a Gross-up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinations, shall be made by the outside accounting firm that then audits the Company’s financial statements  (the “Accounting Firm”), which Accounting Firm shall provide detailed supporting calculations both to the Company and to the Executive within fifteen (15) business days of receipt of notice from the Company or the Executive that there has been or will be a Payment.  In the event that the Accounting Firm is serving as the accountant or auditor for the Person effecting the Change in Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the “Accounting Firm” hereunder).  All fees and expenses of the Accounting Firm shall be paid solely by the Company.  If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty.  Any determination by the Accounting Firm shall be binding upon the Company and the Executive in the absence of a material mathematical or legal error.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Gross-Up Payments will not have been made by the Company that should have been made or that the Gross-Up Payments will have been made that should not have been made, in each case consistent with the calculations required to be made hereunder.  In the event that the Company exhausts its remedies pursuant to Section 4.2(f)(iii) below and a payment of any Excise Tax or any interest, penalty or addition to tax related thereto is determined to be due, the Accounting Firm shall determine the amount of the underpayment of Excise Taxes that has occurred and such underpayment and interest, penalty or addition to tax shall be promptly paid by the Company to the Internal Revenue Service in satisfaction of the Company’s original withholding obligations.  In the event that the Accounting Firm determines that an overpayment of Gross-Up Payment(s) has occurred, the Executive shall be responsible for the immediate repayment to the Company of such overpayment with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that the Executive shall have no duty or obligation whatsoever to repay such overpayment if Executive’s receipt of the overpayment, or any portion thereof, is included in the Executive’s income and the Executive’s repayment of the same is not deductible by the Executive for federal or state income tax purposes.

(iii)           The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment of the Excise Tax.  Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim by the Internal Revenue Service and the notification shall apprise the Company of the nature of the claim and the date on which such claim is required to be paid.  The Executive shall not pay such claim prior to the expiration of a 30-day period following the date on which the Executive has given such notification to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is required).  If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(A)           give the Company any information reasonably requested by the Company relating to such claim;

(B)           take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(C)           cooperate with the Company in good faith in order to effectively contest such claim; and

(D)           permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis to the Executive, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such contest.  Without limitation on the foregoing provisions of this Section 4.2(f), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction or in one or more appellate courts, as the Company shall determine.

4.3           Death.  If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period (either prior  or subsequent to a Change in Control), this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations (as defined in Section 4.1(a)) (which shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days of the Date of Termination) and any other benefits to which the Executive’s beneficiaries are entitled under the terms of any of the Company’s benefit plans or programs, including death benefits pursuant to the terms of any plan, policy, or arrangement of the Company. Payment under any long term cash incentive plan or other incentive compensation plan shall be determined and governed solely by the terms of the applicable plan.

4.4           Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period (either prior or subsequent to a Change in Control), this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations (as defined in Section 4.1(a)) (which shall be paid to the Executive in a lump sum in cash within thirty (30) days of the Date of Termination) and (ii) the timely payment or provision of any other benefits to which the Executive is entitled under the terms of any of the Company’s benefit plans or programs, including Disability benefits pursuant to the terms of any plan, policy or arrangement of the Company. Payment under any long term cash incentive plan or other incentive compensation plan shall be determined and governed solely by the terms of the applicable plan.

4.5           Termination by the Company for Cause, Voluntary Termination by the Executive, or Untimely Termination for Good Reason Prior to a Change in Control.  During the Employment Period, if the Executive’s employment shall be terminated: (i) by the Company for Cause, either prior or subsequent to a Change in Control, or (ii) voluntarily by the Executive for any reason other than Good Reason, either prior to or subsequent to a Change in Control, or (iii) by the Executive for Good Reason prior to a Change in Control but after the forty-five (45) day period for such termination as set forth in Section 4.1 of this Agreement, then this Agreement shall terminate without further obligations to the Executive, other than for (y) payment of the Executive’s Accrued Obligations (as defined in Section 4.1(a)) (which shall be paid to the Executive in a lump sum in cash within thirty (30) days of the Date of Termination), and (z) the timely payment or provision of any other benefits to which Executive is entitled under the terms of any of the Company’s benefit plans or programs.  Payment under any long term cash incentive plan or other incentive compensation plan shall be determined and governed solely by the terms of the applicable plan.

4.6           Non-Exclusivity of Rights.  Except as provided in Sections 4.1(d) and 4.1(e) or 4.2(d) and 4.2(e), nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company and for which the Executive may qualify.  Amounts which are vested benefits of which the Executive is otherwise entitled to receive under any plan, policy, practice or program of, or any other contract or agreement with, the Company at or subsequent to the Date of Termination, shall be payable in accordance with such plan, policy, practice or program or contract or agreement.

4.7           Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Sections 4.1(d) and 4.2(d), such amounts shall not be reduced whether or not the Executive obtains other employment.  The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive regarding the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Code Section 7872(f)(2)(A).  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.

4.8           Conditions To Payments.  To be eligible to receive (and continue to receive) and retain the payments and benefits described in Sections 4.1(b) - (e) or Sections 4.2(b) – (e), the Executive must comply with the terms of paragraph 5, and must execute and deliver to the Company an agreement, in form and substance satisfactory to the Company, effectively releasing and giving up all claims the Executive may have against the Company and its subsidiaries, shareholders, successors and affiliates (and each of their respective employees, officers, plans and agents) arising out of or based upon any facts or conduct occurring prior to that date, and reaffirming and agreeing to comply with the terms of this Agreement and any other agreement signed by the Executive in favor of the Company or any of its subsidiaries or affiliates. The agreement will be prepared by the Company and provided to the Executive at the time the Executive’s employment is terminated or as soon as administratively practicable thereafter. The agreement also will require the Executive, among other things, to consult with Company representatives, and voluntarily appear as a witness for trial or deposition (and to prepare for any such testimony) in connection with, any claim which may be asserted by or against the Company, or any business matter concerning the Company or any of its transactions or operations. The Company will have no obligations to make the payments and/or provide the benefits specified in Sections 4.1(b) – (e) or Sections 4.2(b) – (e) specified above, when applicable, unless and until the Executive signs and delivers the agreement described in this Section 4.8 within sixty (60) days of the Date of Termination and all conditions to the effectiveness of the release and waiver (including but not limited to the expiration of any applicable time period to consider signing the agreement or to revoke acceptance without any action being taken to revoke acceptance or otherwise invalidate the agreement) have been satisfied.

4.9           Key Employee Six Month Deferral.  Notwithstanding anything to the contrary in this Section 4, a “Specified Employee” may not receive a payment of nonqualified deferred compensation, as defined in Code Section 409A and the regulations thereunder, until at least six (6) months after a Date of Termination.  Any payment of nonqualified deferred compensation otherwise due in such six (6) month period shall be suspended and become payable at the end of such six (6) month period.

A “Specified Employee” means a specified employee as defined in Treas. Reg. §1.409A-1(i) (generally, officers earning more than $140,000 per year, as indexed for inflation, who are among the fifty (50) highest paid employees).

Section 5:                                Non-Competition.

The provisions of this Section 5 and any related provisions shall survive termination of this Agreement and/or Executive’s employment with the Company and do not supersede, but are in addition to and not in lieu of, any other agreements signed by Executive concerning non competition, confidentiality, solicitation of employees, or trade secrets (whether included in a stock option agreement or otherwise), and are included in consideration for the Company entering into this Agreement. Executive’s right to receive and retain the benefits specified in Sections 4.1(b) – (e) or Sections 4.2(b) – (e)  are conditioned upon Executive’s compliance with the terms of this Section 5:

5.1           Non-Compete Agreement.

5.1(a)                      During the Executive’s employment with the Company and during the period beginning on the date the Executive’s employment with the Company terminates and ending one (1) year thereafter (i.e., on the anniversary of the date the Executive’s employment terminates), the Executive shall not, without prior written approval of the Company’s Chief Executive Officer, become an officer, employee, agent, partner, or director of, or provide any services or advice to or for, any business enterprise in substantial direct competition (as defined in Section 5.1(b)) with the Company. The above constraint shall not prevent the Executive from making passive investments, not to exceed five percent (5%), in any enterprise where Executive’s services or advice is not required or provided.

5.1(b)                      For purposes of Section 5.1, a business enterprise with which the Executive becomes associated as an officer, employee, agent, partner, or director shall be considered in substantial direct competition, if such entity competes with the Company in any business in which the Company or any of its direct or indirect subsidiaries is engaged or provides services or products of a type which is marketed, sold or provided by the Company or any of its subsidiaries or affiliates (including but not limited to any product or service which the Company or any such other entity is developing) within any State or country where the Company or any such affiliate or subsidiary then provides or markets (or plans to provide or market) any service or product as of the date the Executive’s Company employment terminates.

5.1(c)                      During the Executive’s employment with the Company and during the period beginning on the date the Executive’s employment with the Company terminates and ending one (1) year thereafter (i.e., on the anniversary of the date the Executive’s employment terminates), the Executive shall not, without prior written approval of the Company’s Chief Executive Officer, directly or indirectly, solicit, provide to, take away, or attempt to take away or provide to any customer or solicited prospect of the Company or any of its subsidiaries any business of a type which the Company or such subsidiary provides or markets or which is competitive with any business then engaged in (or product or services marketed or planned to be marketed) by the Company or any of its subsidiaries; or induce or attempt to induce any such customer to reduce such customer’s business with that business entity, or divert any such customer’s business from the Company and its subsidiaries; or discuss that subject with any such customer.

5.1(d)                      During the Executive’s employment with the Company and during the period beginning on the date the Executive’s employment with the Company terminates and ending one (1) year thereafter (i.e., on the first anniversary of the date Executive’s employment terminates), the Executive shall not, without prior written approval of the Company’s Chief Executive Officer, directly or indirectly solicit the employment of, recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with, any then current officer, office manager, staffing coordinator or other employee or agent of the Company or any of  its  subsidiaries or affiliates (other than non-supervisory or non-managerial personnel who are employed in a clerical or maintenance position) or any other such person who was employed by the Company or any of its subsidiaries or affiliates within the twelve (12) months immediately prior to the date the Executive’s employment with the Company terminated; or suggest to or discuss with any such employee the discontinuation of that person’s status or employment with the Company or any of its subsidiaries and affiliates, or such person’s employment or participation in any activity in competition with the Company or any of its subsidiaries or affiliates.

5.2           Confidential Information.  The Executive has received (and will receive) under a relationship of trust and confidence, and shall hold in a fiduciary capacity for the benefit of the Company, all “Confidential Information” and secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies or direct or indirect subsidiaries, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement).  During the Executive’s employment with the Company and after termination of the Executive’s employment with the Company, the Executive shall never, without the prior written consent of the Company, or as may otherwise be required by law or legal process, use (other than during Executive’s employment with the Company for the benefit of the Company), or communicate, reveal, or divulge any such information, knowledge or data, to anyone other than the Company and those designated by it.  In no event shall an asserted violation of the provisions of this Section 5.2 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. “Confidential Information” means confidential and/or proprietary information and trade secrets of or relating to the Company or any of its subsidiaries and affiliates (and includes information the disclosure of which might be injurious to those companies), including but not limited to information concerning personnel of the Company or any of its subsidiaries and affiliates, confidential financial information, customer or customer prospect information, information concerning temporary staffing candidates, temporary employees, and personnel, temporary employee and customer lists and data, methods and formulas for estimating costs and setting prices, research results (such as marketing surveys, or trials), software, programming, and programming architecture, enhancements and developments, cost data (such as billing, equipment and programming cost projection models), compensation information and models, business or marketing plans or strategies, new products or marketing strategies, deal or business terms, budgets, vendor names, programming operations, information on proposed acquisitions or dispositions, actual performance compared to budgeted performance, long-range plans, results of internal analyses, computer programs and programming information, techniques and designs, business and marketing plans, acquisition plans and strategies, divestiture plans and strategies, internal valuations of Company assets, and trade secrets, but does not include information generally known in the marketplace.  In addition, Confidential Information includes information of another company given to the Company with the understanding that it will be kept information confidential.  All Confidential Information described herein is and constitutes trade secret information (regardless of whether the same is legally determined to be a trade secret) and is not the property of the Executive.

5.3           Non Disparagement. The Executive will never criticize, denigrate, disparage, or make any derogatory statements about the Company or its respective business plans, policies and practices, or about any of the Company’s officers, employees or former officers or employees, to customers, competitors, suppliers, employees, former employees, members of the public, members of the media, or any other person; nor shall the Executive harm or in any way adversely affect the reputation and goodwill of the Company.  Nothing in this paragraph shall preclude or prevent the Executive from giving truthful testimony or information to law enforcement entities, administrative agencies or courts or in any other legal proceedings as required by law.

5.4           Provisions Relating To Non Competition, Non Solicitation And Confidentiality.  The provisions of this Section 5 survive the termination of Executive’s employment and this Agreement and shall not be affected by any subsequent changes in employment terms, positions, duties, responsibilities, authority, or employment termination, permitted or contemplated by this Agreement.  To the extent that any covenant set forth in this Section 5 of this Agreement shall be determined to be invalid or unenforceable in any respect or to any extent, the covenant shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Executive’s activities permitted by applicable law in such circumstances. In cases where there is a dispute as to the right to terminate the Executive’s employment or the basis for such termination, the term of any covenant set forth in Section 5 shall commence as of the date specified in the Notice of Termination and shall not be deemed to be tolled or delayed by reason of the provisions of this Agreement. The Company shall have the right to injunctive relief to restrain any breach or threatened breach of any provisions in this Section 5 in addition to and not in lieu of any rights to recover damages or cease making payments under this Agreement. The Company shall have the right to advise any prospective or then current employer of Executive of the provisions of this Agreement without liability. The Company’s right to enforce the provisions of this Agreement shall not be affected by the existence, or non-existence, of any other similar agreement for any other executive, or by the Company’s failure to exercise any of its rights under this Agreement or any other similar agreement or to have in effect a similar agreement for any other employee.

Section 6:                                Successors.

6.1           Successors of Executive. This Agreement is personal to the Executive and, without the prior written consent of the Company, the rights (but not the obligations) shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

6.2           Successors of Company.  This Agreement is freely assignable by the Company and its successors/assignees. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or the division in which the Executive is employed, as the case may be, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to terminate the Agreement at his option on or after the Change in Control Date for Good Reason.

Section 7:                                Miscellaneous.

7.1           Other Agreements.  This Agreement supersedes all prior dated agreements, letters and understandings concerning employment or severance benefits payable to the Executive, either before or after a Change in Control.  The Board may, from time to time in the future, provide other incentive programs and bonus arrangements to the Executive with respect to the occurrence of a Change in Control that will be in addition to the benefits required to be paid in the designated circumstances in connection with the occurrence of a Change in Control.  Such additional incentive programs and/or bonus arrangements will affect or abrogate the benefits to be paid under this Agreement only in the manner and to the extent explicitly agreed to by the Executive in any such subsequent program or arrangement. This Agreement does not supersede or affect in any way the validity of any agreement signed by Executive concerning confidentiality, stock options, post-employment competition, non solicitation of business, accounts or employees, or agreements of a similar type or nature; and any provisions of this Agreement shall be in addition to and not in lieu of (or replace) any such other agreements.

7.2           Notice.  For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses as set forth below; provided that all notices to the Company shall be directed to the attention of the Board of Directors, or to such other address as one party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

Notice to the Executive:

Patricia M Henry

3816 Northview Ln

Dallas, TX 75229

Notice to the Company:

RehabCare Group, Inc.

7733 Forsyth Boulevard

Suite 2300

St. Louis, Missouri 63105

Att: Board of Directors

7.3           Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

7.4           Withholding.  The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

7.5           Waiver.  The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

7.6           Section 409A Compliance.  The parties intend that all provisions of this Agreement comply with the requirements of Code Section 409A to the extent applicable.  No provision of this Agreement shall be operative to the extent that it will result in the imposition of the additional tax described in Code Section 409A(a)(1)(B)(i)(II) and the parties agree to revise the Agreement as necessary to comply with Section 409A and fulfill the purpose of the voided provision.  Nothing in this Agreement shall be interpreted to permit accelerated payment of nonqualified deferred compensation, as defined in Section 409A, or any other payment in violation of the requirements of such Code Section 409A.

IN WITNESS WHEREOF, the Executive and the Company, pursuant to the authorization from its Board, have caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

/s/ Patricia M. Henry

Patricia M. Henry

REHABCARE GROUP, INC.

By _/s/ John H. Short__________

John H. Short

President and CEO

EX-10.4

Exhibit 10.4

REHABCARE GROUP, INC.

CHANGE IN CONTROL TERMINATION AGREEMENT

This agreement (“Agreement”) has been entered into as of the 8th day of December, 2008, by and between RehabCare Group, Inc., a Delaware corporation (the “Company”), and ________________________________________, an individual (the “Executive”).

RECITALS

The Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to reinforce and encourage the continued attention and dedication of the Executive to the Company as the Company’s ___________________________ and to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility or occurrence of a Change in Control (as defined below).  The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a potential or pending Change in Control and to encourage the Executive’s full attention and dedication to the Company in the event of any potential or pending Change in Control.  Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

IT IS AGREED AS FOLLOWS:

Section 1:                                Definitions and Construction.

1.1                      Definitions.  For purposes of this Agreement, the following words and phrases, whether or not capitalized, shall have the meanings specified below, unless the context plainly requires a different meaning.

1.1(a)                      “Board” means the Board of Directors of the Company.

1.1(b)                      “Cause” means termination based upon: (i) the Executive's willful and continued failure to substantially perform his duties with the Company (other than as a result of incapacity due to physical or mental condition), after a written demand for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the Executive has not substantially performed his duties, (ii) the Executive's commission of an act constituting a criminal offense that would be classified as a felony under the applicable criminal code or involving moral turpitude, dishonesty, or breach of trust, or (iii) the Executive's material breach of any provision of this Agreement.  For purposes of this Section, no act or failure to act on the Executive's part shall be considered "willful" unless done, or omitted to be done, without good faith and without reasonable belief that the act or omission was in the best interest of the Company.  Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until (i) he receives a Notice of Termination from the Company, (ii) he is given the opportunity, with counsel, to be heard before the Board, and (iii) the Board finds, in its good faith opinion, that the Executive was guilty of the conduct set forth in the Notice of Termination.

1.1(c)                      “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.

1.1(d)                      “Change in Control Date” means the date that the Change in Control first occurs.

1.1(e)                      “Company” has the meaning set forth in the first paragraph of this Agreement and, with regard to successors, in Section 4.2 of this Agreement.

1.1(f)                      “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.1(g)                      “Date of Termination” means the date, on or after a Change in Control Date, that Executive’s employment with the Company terminates due to the termination of Executive’s employment by the Company without Cause or Executive’s termination of employment with the Company for Good Reason.  In all cases, a “Date of Termination” shall only occur upon separation from service from the Company and all of its affiliates, as defined in Treasury regulations under Section 409A of the Code (generally, separation from the 50% controlled group that includes the Company).

1.1(h)                      “Effective Date” means the date of this Agreement specified in the first paragraph of this Agreement.

1.1(i)                      “Good Reason” means termination based upon the occurrence of one or more of the following without the consent of the Executive: (i) a material reduction in the Executive’s authority, duties and responsibilities; (ii) a material reduction in Executive’s Annual Base Salary; (iii) a material reduction in the budget over which the Executive retains authority; (iv) a material change in the primary geographic location at which the Executive performs his duties under this Agreement; or (v) any other action or inaction that constitutes a material breach by the Company of any provision of this Agreement.  Any termination of the Executive’s employment based upon a good faith determination of “Good Reason” made by the Executive shall be subject to a delivery of a Notice of Termination by the Executive to the Company in the manner prescribed in Section 1.1(j) within fifteen (15) days of the first occurrence of an event that would constitute Good Reason and subject further to the ability of the Company to remedy within thirty (30) days of receipt of such notice any action that may otherwise constitute Good Reason under this Section 1.1(i).

1.1(j)                      “Notice of Termination” means a written notice, given in accordance with Section 5.2, 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 be a basis for termination of the Executive’s employment under the provision so indicated; and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date (which date shall not be more than fifteen (15) days after the giving of such notice).

1.1(k)                      “Term” means the period that begins on the Effective Date and ends on the earlier of:

(i)           the date of Executive’s termination of employment from the Company for any reason prior to the Change in Control Date;

(ii)                      the date of Executive’s termination of employment after a Change in Control Date for any reason other than the involuntary termination of Executive’s employment without Cause or the termination of employment with the Company by the Executive for Good Reason;

(iii)                      the Date of Termination; or

(iv)                      the close of business on the later of December 31, 200___ or December 31st of any renewal term.  This Agreement will automatically renew for annual one-year periods unless the Company gives written notice to Executive, by September 30, 200___, or September 30th of any succeeding year, of the Company’s intent not to renew this Agreement.

1.2                      Gender and Number.  When appropriate, pronouns in this Agreement used in the masculine gender include the feminine gender, words in the singular include the plural, and words in the plural include the singular.

1.3                      Headings.  All headings in this Agreement are included solely for ease of reference and do not bear on the interpretation of the text.

1.4                      Applicable Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Missouri, without reference to its conflict of law principles.

Section 2:                                Change in Control Severance Benefits

2.1                      Benefits Upon a Change in Control.  Subject to the provisions of Section 2.5, if a Change in Control occurs during the Term and within two (2) years after the Change in Control Date (a) the Company terminates the Executive’s employment without Cause, or (b) the Executive terminates employment with the Company for Good Reason, then the Executive shall become entitled to the payment of the benefits as provided below:

2.1(a)                      Accrued Obligations.  Within thirty (30) days after the Date of Termination, the Company shall pay to the Executive the sum of the Executive’s accrued salary through the Date of Termination and any accrued and unused vacation days, in each case to the extent not previously paid, and the “Prorated Target Bonus.”  For purposes of this Agreement, the term “Prorated Target Bonus” means an amount determined by multiplying the actual percentage of the Executive’s base salary that was to be paid to the Executive as his Target Bonus in the year in which the Change in Control Date occurs by the Executive’s then-current annual base salary as of the Date of Termination and prorating this amount by multiplying it by a fraction, the numerator of which is the number of days during the then-current calendar year that the Executive was employed by the Company up to and including the Date of Termination and the denominator of which is 365.  Payment under any long-term cash incentive plan or other incentive compensation plan shall be determined and governed solely by the terms of the applicable plan.

2.1(b)                      Severance Amount.  Within thirty (30) days after the Date of Termination, the Company shall pay to the Executive as severance pay in a lump sum, in cash, an amount equal to one (1) times the sum of the Executive’s then-current annual base salary plus Target Bonus for the year in which the Change in Control Date occurs.  Payments under any long term cash incentive plan are not part of or included in this calculation.  For purposes of this Agreement, Target Bonus means the designated percentage of Executive’s target annual incentive award, expressed as a designated percentage of Executive’s annual base salary, as established by the Board of Directors or the Compensation and Nomination/Corporate Governance Committee at the beginning of the year in which the Change of Control Date occurs.

2.1(c)                      Stock-Based Awards.  All stock-based awards held by the Executive will be exercisable or vested, expire or terminate in accordance with the terms of their respective grant agreements.

2.1(d)                      Health Benefit Continuation.  For twelve (12) 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 eligible 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 such 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.

2.1(e)                      Outplacement.  During the one-year period beginning on the Date of Termination, the Company shall provide to Executive executive-level outplacement services  by a vendor selected by the Company.

2.1(f)                      Gross-up Payments.

(i)           Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise but determined without regard to any additional payments required under this Section 2.1(f)) (a “Payment”) would be subject to the excise tax imposed by Code Section 4999 (or any successor provision) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest or penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment on an after-tax basis equal to the Excise Tax imposed upon the Payment.  Any Gross-Up Payment required under this Section 2.1(f) shall be made on the last day of the month in which the Executive remits such taxes to the required taxing authority.  In no event will any such Gross-Up Payment be paid to Executive later than the end of the Executive’s taxable year following the Executive’s taxable year in which the related taxes are remitted to the required taxing authority.  The intent of the parties is that the Company shall be responsible in full for, and shall pay, any and all Excise Tax on any Payments and Gross-up Payment(s) and any income and all excise and employment taxes (including, without limitation, penalties and interest) imposed on any Gross-up Payment(s) as well as any loss of deduction caused by or related to the Gross-up Payment(s).

(ii)                      Subject to the provisions of Section 2.1(f)(iii), all determinations required to be made under this Section 2.1(f), including whether and when a Gross-up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinations, shall be made by the outside accounting firm that then audits the Company’s financial statements  (the “Accounting Firm”), which Accounting Firm shall provide detailed supporting calculations both to the Company and to the Executive within fifteen (15) business days of receipt of notice from the Company or the Executive that there has been or will be a Payment.  In the event that the Accounting Firm is serving as the accountant or auditor for the person effecting the Change in Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the “Accounting Firm” hereunder).  All fees and expenses of the Accounting Firm shall be paid solely by the Company.  If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty.  Any determination by the Accounting Firm shall be binding upon the Company and the Executive in the absence of a material mathematical or legal error.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Gross-Up Payments will not have been made by the Company that should have been made or that the Gross-Up Payments will have been made that should not have been made, in each case consistent with the calculations required to be made hereunder.  In the event that the Company exhausts its remedies pursuant to Section 2.1(f)(iii) below and a payment of any Excise Tax or any interest, penalty or addition to tax related thereto is determined to be due, the Accounting Firm shall determine the amount of the underpayment of Excise Taxes that has occurred and such underpayment and interest, penalty or addition to tax shall be promptly paid by the Company to the Internal Revenue Service in satisfaction of the Company’s original withholding obligations.  In the event that the Accounting Firm determines that an overpayment of Gross-Up Payment(s) has occurred, the Executive shall be responsible for the immediate repayment to the Company of such overpayment with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that the Executive shall have no duty or obligation whatsoever to repay such overpayment if Executive’s receipt of the overpayment, or any portion thereof, is included in the Executive’s income and the Executive’s repayment of the same is not deductible by the Executive for federal or state income tax purposes.

(iii)                      The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment of the Excise Tax.  Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim by the Internal Revenue Service and the notification shall apprise the Company of the nature of the claim and the date on which such claim is required to be paid.  The Executive shall not pay such claim prior to the expiration of a 30-day period following the date on which the Executive has given such notification to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is required).  If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(A)                      give the Company any information reasonably requested by the Company relating to such claim;

(B)                      take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(C)                       cooperate with the Company in good faith in order to effectively contest such claim; and

(D)                      permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis to the Executive, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such contest.  Without limitation on the foregoing provisions of this Section 2.1(f), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction or in one or more appellate courts, as the Company shall determine.

2.2                      Non-Exclusivity of Rights.  Except as provided in Sections 2.1(d) or 2.1(e), nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company and for which the Executive may qualify.  Amounts which are vested benefits of which the Executive is otherwise entitled to receive under any plan, policy, practice or program of, or any other contract or agreement with, the Company at or subsequent to the Date of Termination, shall be payable in accordance with such plan, policy, practice or program or contract or agreement.

2.3                      Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Section 2.1(d), such amounts shall not be reduced whether or not the Executive obtains other employment.  The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive regarding the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Code Section 7872(f)(2)(A).  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.

2.4                      Conditions To Payments.  To be eligible to receive (and continue to receive) and retain the payments and benefits described in Section 2, the Executive must comply with the terms of Section 3, and must execute and deliver to the Company an agreement, in form and substance satisfactory to the Company, effectively releasing and giving up all claims the Executive may have against the Company and its subsidiaries, shareholders, successors and affiliates (and each of their respective employees, officers, plans and agents) arising out of or based upon any facts or conduct occurring prior to that date, and reaffirming and agreeing to comply with the terms of this Agreement and any other agreement signed by the Executive in favor of the Company or any of its subsidiaries or affiliates. The agreement will be prepared by the Company and provided to the Executive at the time the Executive’s employment is terminated or as soon as administratively practicable thereafter.  The Company will have no obligations to make the payments and/or provide the benefits specified in Section 2, unless and until the Executive signs and delivers the agreement described in this Section 2.4 within sixty (60) days of the Date of Termination and all conditions to the effectiveness of the release and waiver (including but not limited to the expiration of any applicable time period to consider signing the agreement or to revoke acceptance without any action being taken to revoke acceptance or otherwise invalidate the agreement) have been satisfied.

2.5                      Key Employee Six Month Deferral.  Notwithstanding anything to the contrary in this Section 2, a “Specified Employee” may not receive a payment of nonqualified deferred compensation, as defined in Code Section 409A and the regulations thereunder, until at least six (6) months after a Date of Termination.  Any payment of nonqualified  deferred compensation otherwise due in such six (6) month period shall be suspended and become payable at the end of such six (6) month period.

A “Specified Employee” means a specified employee as defined in in Treas. Reg. §1.409A-1(i) (generally, officers earning more than $140,000 per year, as indexed for inflation, who are among the fifty (50) highest paid employees).

Section 3:                                Non-Competition.

The provisions of this Section 3 and any related provisions shall survive termination of this Agreement and/or Executive’s employment with the Company and do not supersede, but are in addition to and not in lieu of, any other agreements signed by Executive concerning non competition, confidentiality, solicitation of employees, or trade secrets (whether included in a stock option agreement or otherwise), and are included in consideration for the Company entering into this Agreement. Executive’s right to receive and retain the benefits specified in Section 2 are conditioned upon Executive’s compliance with the terms of this Section 3:

3.1                      Non-Compete Agreement.

3.1(a)                      During the Executive’s employment with the Company and during the period beginning on the date the Executive’s employment with the Company terminates and ending one (1) year thereafter (i.e., on the anniversary of the date the Executive’s employment terminates), the Executive shall not, without prior written approval of the Company’s Chief Executive Officer, become an officer, employee, agent, partner, or director of, or provide any services or advice to or for, any business enterprise in substantial direct competition (as defined in Section 3.1(b)) with the Company. The above constraint shall not prevent the Executive from making passive investments, not to exceed five percent (5%), in any enterprise where Executive’s services or advice is not required or provided.

3.1(b)                      For purposes of Section 3.1(a), a business enterprise with which the Executive becomes associated as an officer, employee, agent, partner, or director shall be considered in substantial direct competition, if such entity competes with the Company in any business in which the Company or any of its direct or indirect subsidiaries is engaged or provides services or products of a type which is marketed, sold or provided by the Company or any of its subsidiaries or affiliates (including but not limited to any product or service which the Company or any such other entity is developing) within any State or country where the Company or any such affiliate or subsidiary then provides or markets (or plans to provide or market) any service or product as of the date the Executive’s Company employment terminates.

3.1(c)                      During the Executive’s employment with the Company and during the period beginning on the date the Executive’s employment with the Company terminates and ending one (1) year thereafter (i.e., on the anniversary of the date the Executive’s employment terminates), the Executive shall not, without prior written approval of the Company’s Chief Executive Officer, directly or indirectly, solicit, provide to, take away, or attempt to take away or provide to any customer or solicited prospect of the Company or any of its subsidiaries any business of a type which the Company or such subsidiary provides or markets or which is competitive with any business then engaged in (or product or services marketed or planned to be marketed) by the Company or any of its subsidiaries; or induce or attempt to induce any such customer to reduce such customer’s business with that business entity, or divert any such customer’s business from the Company and its subsidiaries; or discuss that subject with any such customer.

3.1(d)                      During the Executive’s employment with the Company and during the period beginning on the date the Executive’s employment with the Company terminates and ending one (1) year thereafter (i.e., on the anniversary of the date the Executive’s employment terminates), the Executive shall not, without prior written approval of the Company’s Chief Executive Officer, directly or indirectly solicit the employment of, recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with, any then current officer, office manager, staffing coordinator or other employee or agent of the Company or any of  its  subsidiaries or affiliates (other than non-supervisory or non-managerial personnel who are employed in a clerical or maintenance position) or any other such person who was employed by the Company or any of its subsidiaries or affiliates within the twelve (12) months immediately prior to the date the Executive’s employment with the Company terminated; or suggest to or discuss with any such employee the discontinuation of that person’s status or employment with the Company or any of its subsidiaries and affiliates, or such person’s employment or participation in any activity in competition with the Company or any of its subsidiaries or affiliates.

3.2                      Confidential Information.  The Executive has received (and will receive) under a relationship of trust and confidence, and shall hold in a fiduciary capacity for the benefit of the Company, all “Confidential Information” and secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies or direct or indirect subsidiaries, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement).  During the Executive’s employment with the Company and after termination of the Executive’s employment with the Company, the Executive shall never, without the prior written consent of the Company, or as may otherwise be required by law or legal process, use (other than during Executive’s employment with the Company for the benefit of the Company), or communicate, reveal, or divulge any such information, knowledge or data, to anyone other than the Company and those designated by it.  In no event shall an asserted violation of the provisions of this Section 3.2 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. “Confidential Information” means confidential and/or proprietary information and trade secrets of or relating to the Company or any of its subsidiaries and affiliates (and includes information the disclosure of which might be injurious to those companies), including but not limited to information concerning personnel of the Company or any of its subsidiaries and affiliates, confidential financial information, customer or customer prospect information, information concerning temporary staffing candidates, temporary employees, and personnel, temporary employee and customer lists and data, methods and formulas for estimating costs and setting prices, research results (such as marketing surveys, or trials), software, programming, and programming architecture, enhancements and developments, cost data (such as billing, equipment and programming cost projection models), compensation information and models, business or marketing plans or strategies, new products or marketing strategies, deal or business terms, budgets, vendor names, programming operations, information on proposed acquisitions or dispositions, actual performance compared to budgeted performance, long-range plans, results of internal analyses, computer programs and programming information, techniques and designs, business and marketing plans, acquisition plans and strategies, divestiture plans and strategies, internal valuations of Company assets, and trade secrets, but does not include information generally known in the marketplace.  In addition, Confidential Information includes information of another company given to the Company with the understanding that it will be kept information confidential.  All Confidential Information described herein is and constitutes trade secret information (regardless of whether the same is legally determined to be a trade secret) and is not the property of the Executive.

3.3                      Non Disparagement. The Executive will never criticize, denigrate, disparage, or make any derogatory statements about the Company or its respective business plans, policies and practices, or about any of the Company’s officers, employees or former officers or employees, to customers, competitors, suppliers, employees, former employees, members of the public, members of the media, or any other person; nor shall the Executive harm or in any way adversely affect the reputation and goodwill of the Company.  Nothing in this paragraph shall preclude or prevent the Executive from giving truthful testimony or information to law enforcement entities, administrative agencies or courts or in any other legal proceedings as required by law.

3.4                      Provisions Relating To Non Competition, Non Solicitation And Confidentiality.  The provisions of this Section 3 survive the termination of Executive’s employment and this Agreement and shall not be affected by any subsequent changes in employment terms, positions, duties, responsibilities, authority, or employment termination, permitted or contemplated by this Agreement.  To the extent that any covenant set forth in this Section 3 of this Agreement shall be determined to be invalid or unenforceable in any respect or to any extent, the covenant shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Executive’s activities permitted by applicable law in such circumstances. In cases where there is a dispute as to the right to terminate the Executive’s employment or the basis for such termination, the term of any covenant set forth in Section 3 shall commence as of the date specified in the Notice of Termination and shall not be deemed to be tolled or delayed by reason of the provisions of this Agreement. The Company shall have the right to injunctive relief to restrain any breach or threatened breach of any provisions in this Section 3 in addition to and not in lieu of any rights to recover damages or cease making payments under this Agreement.  The Company shall have the right to advise any prospective or then current employer of Executive of the provisions of this Agreement without liability. The Company’s right to enforce the provisions of this Agreement shall not be affected by the existence, or non-existence, of any other similar agreement for any other executive, or by the Company’s failure to exercise any of its rights under this Agreement or any other similar agreement or to have in effect a similar agreement for any other employee.

Section 4:                                Successors.

4.1                      Successors of Executive. This Agreement is personal to the Executive and, without the prior written consent of the Company, the rights (but not the obligations) shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

4.2                      Successors of Company.  This Agreement is freely assignable by the Company and its successors/assignees. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or the division in which the Executive is employed, as the case may be, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to terminate the Agreement at his option on or after the Change in Control Date for Good Reason.

Section 5:                                Miscellaneous.

5.1                      Other Agreements.  This Agreement supersedes all prior dated agreements, letters and understandings concerning severance benefits payable to the Executive after a Change in Control.  The Board may, from time to time in the future, provide other incentive programs and bonus arrangements to the Executive with respect to the occurrence of a Change in Control that will be in addition to the benefits required to be paid in the designated circumstances in connection with the occurrence of a Change in Control.  Such additional incentive programs and/or bonus arrangements will affect or abrogate the benefits to be paid under this Agreement only in the manner and to the extent explicitly agreed to by the Executive in any such subsequent program or arrangement. This Agreement does not supersede or affect in any way the validity of any agreement signed by Executive concerning confidentiality, stock options, post-employment competition, non solicitation of business, accounts or employees, or agreements of a similar type or nature; and any provisions of this Agreement shall be in addition to and not in lieu of (or replace) any such other agreements.

5.2                      Notice.  For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses as set forth below; provided that all notices to the Company shall be directed to the attention of the Board of Directors, or to such other address as one party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

Notice to the Executive:

_____________________

[Address of Notice]

Notice to the Company:

RehabCare Group, Inc.

7733 Forsyth Boulevard, Suite 2300

St. Louis, Missouri 63105

Att: Board of Directors

5.3                      Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

5.4                      Withholding.  The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

5.5                      Waiver.  The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

5.6                      Section 409A Compliance.  The parties intend that all provisions of this Agreement comply with the requirements of Code Section 409A to the extent applicable.  No provision of this Agreement shall be operative to the extent that it will result in the imposition of the additional tax described in Code Section 409A(a)(1)(B)(i)(II) and the parties agree to revise the Agreement as necessary to comply with Section 409A and fulfill the purpose of the voided provision.  Nothing in this Agreement shall be interpreted to permit accelerated payment of nonqualified deferred compensation, as defined in Section 409A, or any other payment in violation of the requirements of such Code Section 409A.

IN WITNESS WHEREOF, the Executive and the Company, pursuant to the authorization from its Board, have caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

_______________________________________

[Name of Executive]

REHABCARE GROUP, INC.

By:           __________________________________

Name:  John H. Short

Title:  President and CEO

EX-10.5

Exhibit 10.5

REHABCARE GROUP, INC.

SEVERANCE PLAN FOR COMPANY SENIOR VICE PRESIDENTS

(As Amended and Restated Effective January 1, 2009)

1.           Purpose and Effective Date

The RehabCare Group, Inc. Severance Plan for Company Senior Vice Presidents (“Plan”) was established to provide severance benefits to eligible terminated Employees while they seek alternative employment, provided such termination of employment occurs prior to a Change in Control of the Company.  In consideration for such benefits, the Employee shall be subject to a one-year non-compete agreement and shall release the Company and its Affiliates from any claims related to employment termination.  The Plan was effective January 1, 2006.  RehabCare Group, Inc. now wishes to amend and restate the Plan to conform the Plan to the final regulations issued by the Internal Revenue Service under Section 409A of the Internal Revenue Code.  This Amended and restated Plan is effective January 1, 2009.

2.           Definitions

(a) Affiliate means any corporation or other business entity that from time to time is, along with the Company, a member of a controlled group of businesses as defined in Code section 414(b) and (c), as modified in accordance with Treas. Reg. §1.409A-1(h)(3) (50%) control test).  A corporation or business entity is an Affiliate only while a member of such controlled group.

(b) Cause means (i) the Employee’s willful and continued failure to substantially perform his duties with the Company (other than as a result of incapacity due to physical or mental condition), after a written demand for substantial performance is delivered to the Employee by the Company, which specifically identifies the manner in which the Employee has not substantially performed his duties, or (ii) the Employee’s commission of an act constituting a criminal offense that would be classified as a felony under the applicable criminal code or involving moral turpitude, dishonesty, or breach of trust.  For purposes of this section, no act or failure to act on the Employee’s part shall be considered “willful” unless done, or omitted to be done, without good faith and without reasonable belief that the act or omission was in the best interest of the Company.

Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until (i) he receives a notice of termination from the Company, (ii) he is given the opportunity, with counsel, to be heard before the Board, and (iii) the Board finds, in its good faith opinion, that the Employee was guilty of the conduct set forth in the notice of termination.

(c) 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 Section 409A of the Code.

(d) Code means the Internal Revenue Code of 1986, as amended.  Reference to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.

(e) Company means RehabCare Group, Inc.

(f) Employee means an individual employed by the Company or an Affiliate.

(g) ERISA means the Employee Retirement Income Security Act of 1974, as amended.

(h) Good Reason means the Employee’s right to terminate his employment prior to a Change in Control based upon the occurrence of one or more of the following without the consent of the Employee: (i) a material reduction in the Employee’s annual base salary; (ii) a material reduction in the Employee’s authority, duties and responsibilities; (iii) a material reduction in the budget over which the Employee retains authority; or (iv) a material change in the primary geographic location at which the Employee performs services.

Any termination of the Employee’s employment based upon a good faith determination of “Good Reason” made by the Employee shall be subject to a delivery of a notice of termination by the Employee to the Company within 15 days of the first occurrence of an event that would constitute Good Reason in the manner prescribed herein, and subject further to the ability of the Company to remedy within 30 days of receipt of such notice any such action by the Company that may otherwise constitute Good Reason.

(i) Plan means the RehabCare Group, Inc. Severance Plan for Company Senior Vice Presidents, as herein set forth and as amended from time to time.

(j) Plan Administrator means the Company or the Committee designated by the Board of Directors of the Company to administer the Plan.

(k) Severance Period means the one-year period commencing on the date an eligible Employee terminates his employment and is eligible to receive Severance Pay and Severance Benefits.

(l) Termination of Employment means separation from service with the Company and its Affiliates (generally 50% common control with the Company), as defined in IRS regulations under Code section 409A (generally, a decrease in the performance of services to no more than 20% of the average for the preceding 36-month period and disregarding leaves of absence of up to six months where there is a reasonable expectation the Employee will return).

3. Eligibility

Each Employee whose title is Senior Vice President of the Company shall be eligible to participate in the Plan; provided, however, an Employee who is entitled to pre-Change in Control severance benefits pursuant to a separate written agreement between the Company and such Employee shall not be entitled to participate in this Plan.

4.           Severance Pay and Benefits.

Subject to Section 6, any eligible Employee (i) who incurs a Termination of Employment prior to a Change in Control as a result of termination of Employee’s employment by the Company for any reason other than Cause or disability or (ii) who terminates his employment with the Company prior to a Change in Control for Good Reason within 45 days of the first occurrence of an event that would constitute Good Reason that has not been remedied by the Company, as described in Section 2(h), shall be eligible for Severance Pay and Severance Benefits hereunder.  Severance Pay (as specified in subparagraph (a) below) and Severance Benefits (as specified in subparagraph (b) below) shall be offset by any severance pay payable to the eligible Employee at the same time under any other severance program or plan of the Company or an Affiliate.

(a) Severance Pay.  The total amount of Severance Pay to which an eligible Employee is entitled hereunder shall be equal to the sum of (i) the Employee’s annual rate of  base salary at the base salary rate in effect on the date of Termination of Employment; and (ii) Employees’ target annual incentive bonus for the calendar year containing the date of Termination of Employment.

Severance Pay shall be paid to an eligible Employee during the Severance Period on a monthly basis in an amount equal to one-twelfth of Employee’s total Severance Pay.

Anything herein to the contrary notwithstanding, in the event that all or any portion of the Employee’s Severance Pay is subject to Code section 409A and the Employee is a “specified employee,” as defined in the regulations under Code section 409A, at the time of the Employee’s Termination of Employment, the Severance Pay that is subject to 409A shall not be paid until the expiration of six months following Termination of Employment.  In such event, any Severance Pay that would otherwise have been paid in the preceding six month period shall be paid in a lump sum on expiration of such period.

(b) Severance Benefits.

(1) Health benefits.  The eligible Employee and his or her spouse and other eligible dependents may elect to continue to be covered by the medical, dental, vision and prescription drug plan(s) maintained by the Company in which the eligible Employee and his or her spouse or other dependents were participating immediately prior to the date of his or her Termination of Employment in accordance with the COBRA provisions of Code section 4980B and ERISA section 602.  During the Severance Period, the Company shall pay the COBRA premiums for the same level of coverage in which the Employee is enrolled at Termination of Employment.  In addition, to the extent that the COBRA premiums paid by the Company are taxable to the Employee, the Company shall pay to the Employee a gross-up payment for applicable taxes.  Such payment shall be made monthly during the Severance Period; provided that if the gross-up payments are subject to Code section 409A and the Employee is a “specified employee,” as defined in the regulations under Code section 409A, at the time of the Employee’s Termination of Employment, no payment shall be made until the expiration of six months following Termination of Employment.  In such event, the gross-up payments for the preceding six months shall be paid in a lump sum on expiration of such period.

(2) Outplacement Services.  During the Severance Period, the Company shall provide for an eligible Employee executive-level outplacement services by a vendor selected by the Company.

In addition to the Severance Pay and Severance Benefits provided in this Section 4, the eligible Employee shall be entitled to payment of any base salary or vacation pay accrued on the Date of Termination in accordance with the Company’s policies for such payments.

5.           Reductions or Offsets to Severance Pay

(a) The Company has the right to offset from any Severance Pay under this Plan the amount of any monies that the Employee owes at the time of separation to the Company or any Affiliate or to any employee benefit plan maintained by the Company or any of its Affiliates.

(b) The Company has the right to offset from any Severance Pay under this Plan the replacement value of any personal property owned by the Company or any Affiliate but not returned by an eligible Employee to the Company by the date of Termination of Employment.

Notwithstanding the preceding, the total offset under this Section 5 from any Severance Pay that is subject to Code section 409A shall not exceed $5,000.

6.           Limitations on Severance Pay and Severance Benefits

The Company is not obligated to make any payment or provide any benefit under this Plan to an otherwise eligible Employee if:

(a) the date of Termination of Employment occurs after a Change in Control;

(b) the eligible Employee voluntarily terminates his employment without Good Reason, dies, or becomes disabled;

(c) the eligible Employee is discharged for Cause;

(d) the eligible Employee’s employment with the Company and all Affiliates ceases upon the sale of all or substantially all of the Company’s assets, or upon the sale, spin-off, divestiture or other disposition of a business unit, division or facility, and the eligible Employee is offered comparable employment with (or thereafter is employed by) the successor, new employer or purchaser of such assets, business unit, division or facility;

(e) the eligible Employee’s employment with the Company and all Affiliates ceases due to its merger, dissolution or reorganization, and as a result of such transaction, the eligible Employee is employed by the successor or other new employer;

(f) the eligible Employee transfers employment among the Company and any of its Affiliates;

(g) the eligible Employee is granted a leave of absence pursuant to the Company’s normal leave of absence policies and procedures;

(h) the eligible Employee fails to comply with the provisions of Section 7; or

(i) the eligible Employee fails to execute and deliver to the Company not later than 60 days following Termination of Employment an agreement, in form and substance satisfactory to the Company, effectively releasing and giving up all claims the Employee may have against the Company and its Affiliates (and each of their respective employees, officers, plans and agents) arising out of or based upon any facts or conduct occurring prior to that date, and reaffirming and agreeing to comply with the terms of Section 7 and any other agreement signed by the Employee in favor of the Company or any of its Affiliates.  The agreement will be prepared by the Company and provided to the Employee at the time the Employee’s employment is terminated or as soon as administratively practicable thereafter.

7. Non-Competition; Confidential Information; and Non-Disparagement.  The Employee’s right to receive and retain the benefits specified in Section 4 are conditioned upon the Employee’s compliance with the terms of this Section7.

(a) Non-Competition

(1) During the one-year period beginning on the Date of Termination, the Employee shall not, without prior written approval of the Company’s Chief Executive Officer, become an officer, employee, agent, partner, or director of, or provide any services or advice to or for, any business enterprise in substantial direct competition with the Company.

For purposes of this Section 7(a)(1), a business enterprise with which the Employee becomes associated as an officer, employee, agent, partner, or director shall be considered in substantial direct competition if such entity competes with the Company in any business in which the Company or any of its Affiliates is engaged or provides services or products of a type which is marketed, sold or provided by the Company or any of its Affiliates (including but not limited to any product or service which the Company or any such other entity is developing) within any State or country where the Company or any such Affiliate then provides or markets (or plans to provide or market) any service or product as of the date the Employee’s Company employment terminates.

(2) During the one-year period beginning on the date of Termination of Employment, the Employee shall not, without prior written approval of the Company’s Chief Executive Officer, directly or indirectly, solicit, provide to, take away, or attempt to take away or provide to any customer or solicited prospect of the Company or any of its Affiliates any business of a type which the Company or such Affiliate provides or markets or which is competitive with any business then engaged in (or product or services marketed or planned to be marketed) by the Company or any of its Affiliates; or induce or attempt to induce any such customer to reduce such customer’s business with that business entity, or divert any such customer’s business from the Company and its Affiliates; or discuss that subject with any such customer.

(3) During the one-year period beginning on the date of Termination of Employment, the Employee shall not, without prior written approval of the Company’s Chief Executive Officer, directly or indirectly solicit the employment of, recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with, any then current officer, office manager, staffing coordinator or other employee or agent of the Company or any of  its Affiliates (other than non-supervisory or non-managerial personnel who are employed in a clerical or maintenance position) or any other such person who was employed by the Company or any of its Affiliates within the twelve (12) months immediately prior to the date the Employee’s employment with the Company terminated; or suggest to or discuss with any such employee the discontinuation of that person’s status or employment with the Company or any of its Affiliates, or such person’s employment or participation in any activity in competition with the Company or any of its Affiliates.

(b) Confidential Information.  After termination of the Employee’s employment with the Company, the Employee shall not, without the prior written consent of the Company, or as may otherwise be required by law or legal process, use, communicate, reveal, or divulge any confidential information, knowledge or data related to the Company that the Employee obtained during the Employee’s employment, to anyone other than the Company and those designated by it.  Confidential information, knowledge or data means confidential and/or proprietary information and trade secrets of or relating to the Company or any of its Affiliates, including but not limited to information concerning personnel of the Company or any of its Affiliates, confidential financial information, customer or customer prospect information, information concerning temporary staffing candidates, temporary employees, and personnel, temporary employee and customer lists and data, methods and formulas for estimating costs and setting prices, research results (such as marketing surveys, or trials), software, programming, and programming architecture, enhancements and developments, cost data (such as billing, equipment and programming cost projection models), compensation information and models, business or marketing plans or strategies, new products or marketing strategies, deal or business terms, budgets, vendor names, programming operations, information on proposed acquisitions or dispositions, actual performance compared to budgeted performance, long-range plans, results of internal analyses, computer programs and programming information, techniques and designs, business and marketing plans, acquisition plans and strategies, divestiture plans and strategies, internal valuations of Company assets, and trade secrets, but does not include information generally known in the marketplace.  In addition, confidential information includes information of another company given to the Company with the understanding that it will be kept confidential.  All confidential information described herein is and constitutes trade secret information (regardless of whether the same is legally determined to be a trade secret) and is not the property of the Employee.

(c) Non-Disparagement.  Following termination of employment, the Employee will not criticize, denigrate, disparage, or make any derogatory statements about the Company or its respective business plans, policies and practices, or about any of the Company’s officers, employees or former officers or employees, to customers, competitors, suppliers, employees, former employees, members of the public, members of the media, or any other person; nor shall the Employee harm or in any way adversely affect the reputation and goodwill of the Company.  Nothing in this paragraph shall preclude or prevent the Employee from giving truthful testimony or information to law enforcement entities, administrative agencies or courts or in any other legal proceedings as required by law.

8.           Claims Procedures

(a) Presenting a Claim.  A claim for benefits under the Plan must be submitted in writing to the Company at the following address:

RehabCare Group, Inc.

ATTN:  President and Chief Executive Officer

7733 Forsyth Boulevard, Suite 1700

St. Louis, Missouri 63105

(b) Notice of Claim Denial.  If a claim for Plan benefits is denied either in whole or in part, the Employee (“claimant”) will be notified in writing by the Plan Administrator within 90 days of the receipt of the claim unless reasons beyond the control of the Plan Administrator require an extension of time for processing the claim.  The notice will also provide the following information:

(1) the specific reason or reasons for the denial;

(2) specific reference to the pertinent Plan provisions upon which the denial is based;

(3) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(4) a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under ERISA following a denial of an appeal.

If such an extension of time is required, written notice of this extension will be sent to the claimant prior to the termination of the initial 90-day period.  The extension notice will indicate the reasons for the extension of time and the date by which the Plan expects to render a final decision.  In no event will this date be more than 90 days after the end of the initial 90-day period.  If the Plan Administrator does not furnish a response within the initial 90-day or extended period, the claimant shall be deemed to have exhausted the claims and appeals process set forth herein and is entitled to file suit in federal or state court.

(c) Request for Review.  If a claim for benefits is denied in whole or in part, the claimant or the claimant’s duly authorized representative may, within 60 days after receipt of the notice of such denial, make a written request for review of the denial by the Plan Administrator.  The claimant’s request should state the reasons he believes the claim denial was improper and submit any additional information, material or comments that he considers appropriate.  The claimant may review any documents relevant to his claim.  If the claimant or his duly authorized representative fails to file such an appeal within 60 days after the claim is denied, the claimant shall be deemed to have waived any right to appeal the denial of the claim.

(d) Decision on Review. The Plan Administrator shall render a written decision on review not later than 60 days following the date of the receipt of the request for review.  However, if special circumstances require an extension of time beyond the initial 60 day period, prior to the end of such initial 60 day period, the plan Administrator shall provide to the claimant written notice of the extension, the special circumstances requiring the extension, and the date by which the Plan Administrator expects to render the final decision.  In no event shall the decision be postponed later than 120 days following the receipt of the request review.  If a decision is not furnished within the initial 60 day period (or applicable extension), then the request for review shall be deemed denied.

Any denial shall inform the claimant of the specific reason or reasons for the denial, refer to specific Plan provisions on which the denial is based, state that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records and other information relevant to the claim, and state that the claimant has a right to bring a civil action under Section 502(a) of ERISA.

The Plan Administrator’s decision is final and binding.

9.           Plan Administration

(a) Plan Administrator.  The Plan shall be administered by the Plan Administrator.  The Plan Administrator shall have the responsibility for carrying out the provisions of the Plan and the general administration of the Plan.  The Plan Administrator shall establish and enforce such rules, regulations and procedures, as it shall deem necessary or proper for the efficient administration of the Plan, and delegate such duties and responsibilities as it deems appropriate.  The Plan Administrator shall constitute a named fiduciary as that term is defined in ERISA.

(b) Funding.  The Plan shall at all time be entirely unfunded and no provisions shall at any time be made with respect to segregating assets of the Company or any Affiliate for payment of any Severance Pay or Severance Benefits hereunder.  Payments under this Plan shall be made from general assets of the Company.  No employee or any other person shall have any interest in any particular assets of the Company by reason of the right to receive Severance Pay or Severance Benefits under the Plan and any such Employee or any other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Plan.

(c) Standard of Review.  The Plan Administrator shall perform its duties as the Plan Administrator in its sole discretion as it shall determine as appropriate, in light of the reason and purpose for which the Plan is established and maintained.  In particular, the interpretation of all Plan provisions and whether an Employee is entitled to any benefit pursuant to the terms of the Plan, shall be made by the Plan Administrator in its sole discretion.  Any construction of the terms of the Plan for which there is a rational basis that is adopted by the Plan Administrator in good faith shall be final and legally binding on all parties.

Any interpretation of the Plan or other action of the Plan Administrator made in good faith shall be subject to review only if such an interpretation or other action is without rational basis.  Any review of a final decision or action of the Plan Administrator shall be based only on such evidence presented to or considered by the Plan Administrator at the time it made the decision that is the subject of the review.  The Participating Employers, and any Employee who performs services for a Participating Employer who is or may be compensated for in part by benefits payable pursuant to this Plan, hereby consent to actions of the Plan Administrator made in good faith and agree to the narrow standard of review prescribed in this section.

(d) Required Participant Information.  An eligible Employee must furnish to the Plan Administrator such documents, evidence or information, as it considers necessary or desirable for purposes of administering this Plan.  It shall be a condition of this Plan that each such person must furnish such information promptly and sign such necessary documents before any benefits become payable under the Plan.

(e) Notices.  Any notice required to be given to the Company shall be sent by the Employee to the Company as directed in Article 8 hereof.  Any notice required to be given to the Employee shall be sent by the Company to the most recent home address of the Employee provided to the Company’s Human Resources Department by the Employee.

10.           Miscellaneous

(a) The Employment Relationship.  Employment by the Company is on an “at will” basis.  Either the Company or the Employee can end the employment relationship at any time, for any reason or no reason at all.  Only officers of the Company are authorized to make any commitment concerning employment that could change the nature of this “at will” arrangement.  An Employee should not rely on any such commitment, unless it is writing and specifically authorized by an officer of the Company.  Nothing in this Plan shall be construed as a contract or guarantee of employment between the Company and an Employee.

 (b) Taxes.  All Severance Pay and Severance Benefits shall be subject to all applicable federal, state and local taxes and the Company shall withhold the amount of any tax attributable thereto.

(c) Effective Date.  The effective date of this restated Plan is January 1, 2009.

(d) Termination or Modification.  The Company, the Plan Administrator, or the delegated representative of either, has the right to terminate, modify or amend this Plan or reduce its benefits at any time with or without advance notice to Employees.

(e) Transferability of Benefits.  The right to receive payment of benefits under this Plan shall not be transferred, assigned or pledged except by will or pursuant to the laws of descent and distribution.

(f) Choice of Law.  Except to the extent preempted by ERISA, this Plan shall be construed, administered and governed in all respects in accordance with the substantive laws of the State of Missouri, but not its conflict of law principles.

3287057.5

RehabCare Group, Inc., by its duly authorized officer, hereby adopts the foregoing Restated Plan this __________ day of ___________________________________, 2008.

REHABCARE GROUP, INC.

By:           ____________________________________

Name:                      ____________________________________

Title:                      ____________________________________

EX-10.6

Exhibit 10.6

REHABCARE GROUP, INC.

SEVERANCE PLAN FOR COMPANY VICE PRESIDENTS

(As Amended and Restated Effective January 1, 2009)

1.           Purpose and Effective Date

The RehabCare Group, Inc. Severance Plan for Company Vice Presidents (“Plan”) was established to provide severance benefits to eligible terminated Employees while they seek alternative employment.  In consideration for such benefits, the Employee shall be subject to a one-year non-compete agreement and shall release the Company and its Affiliates from any claims related to employment termination.  The Plan was effective January 1, 2006.  RehabCare Group, Inc. now wishes to amend and restate the Plan to conform the Plan to the final regulations issued by the Internal Revenue Service under Section 409A of the Internal Revenue Code.  This Amended and restated Plan is effective January 1, 2009.

2.           Definitions

(a) Affiliate means any corporation or other business entity that from time to time is, along with the Company, a member of a controlled group of businesses as defined in Code sections 414(b) and (c), as modified in accordance with Treas. Reg. §1.409A-1(h)(3) (50% control test).  A corporation or business entity is an Affiliate only while a member of such controlled group.

(b) Cause means (i) the Employee’s willful and continued failure to substantially perform his duties with the Company (other than as a result of incapacity due to physical or mental condition), after a written demand for substantial performance is delivered to the Employee by the Company, which specifically identifies the manner in which the Employee has not substantially performed his duties, or (ii) the Employee’s commission of an act constituting a criminal offense that would be classified as a felony under the applicable criminal code or involving moral turpitude, dishonesty, or breach of trust.  For purposes of this section, no act or failure to act on the Employee’s part shall be considered “willful” unless done, or omitted to be done, without good faith and without reasonable belief that the act or omission was in the best interest of the Company.

Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until (i) he receives a notice of termination from the Company, (ii) he is given the opportunity, with counsel, to be heard before the Board, and (iii) the Board finds, in its good faith opinion, that the Employee was guilty of the conduct set forth in the notice of termination.

(c) Code means the Internal Revenue Code of 1986, as amended.  Reference to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.

(d) Company means RehabCare Group, Inc.

(e) Employee means an individual employed by the Company or an Affiliate.

(f) ERISA means the Employee Retirement Income Security Act of 1974, as amended.

(g) Good Reason means the Employee’s right to terminate his employment based upon the occurrence of one or more of the following without the consent of the Employee: (i) a material reduction in the Employee’s annual base salary; (ii) a material reduction in the Employee’s authority, duties and responsibilities; (iii) a material reduction in the budget over which the Employee retains authority; or (iv) a material change in the primary geographic location at which the Employee performs services.

Any termination of the Employee’s employment based upon a good faith determination of "Good Reason" made by the Employee shall be subject to a delivery of a notice of termination by the Employee to the Company within 15 days of the first occurrence of an event that would constitute Good Reason in the manner prescribed herein, and subject further to the ability of the Company to remedy within 30 days of receipt of such notice any such action by the Company that may otherwise constitute Good Reason.

(h) Plan means the RehabCare Group, Inc. Severance Plan for Company Vice Presidents, as herein set forth and as amended from time to time.

(i) Plan Administrator means the Company or the Committee designated by the Board of Directors of the Company to administer the Plan.

(j) Severance Period means the period commencing on the date an eligible Employee is eligible to receive Severance Pay and Severance Benefits and ending nine months thereafter.

(k) Termination of Employment means separation from service with the Company and its Affiliates (generally 50% common control with the Company), as defined in IRS regulations under Code section 409A (generally, a decrease in the performance of services to no more than 20% of the average for the preceding 36-month period and disregarding leaves of absence of up to six months where there is a reasonable expectation the Employee will return).

3. Eligibility

Each Employee whose title is Vice President of the Company shall be eligible to participate in the Plan; provided, however, an Employee who is entitled to severance benefits pursuant to a separate written agreement between the Company and such Employee shall not be entitled to participate in this Plan.

4.           Severance Pay and Benefits.

Subject to Section 6, any eligible Employee (i) who incurs a Termination of Employment as a result of termination of Employee’s employment by the Company for any reason other than Cause or disability or (ii) who terminates his employment with the Company for Good Reason within 45 days of the first occurrence of an event that would constitute Good Reason that has not been remedied by the Company as described in Section 2(g), shall be eligible for Severance Pay and Severance Benefits hereunder.  Severance Pay (as specified in subparagraph (a) below) and Severance Benefits (as specified in subparagraph (b) below) shall be offset by any severance pay payable to the eligible Employee at the same time under any other severance program or plan of the Company or an Affiliate.

(a) Severance Pay.  The amount of Severance Pay to which an eligible Employee is entitled hereunder shall be nine months’ base salary at the base salary rate in effect on the date of Termination of Employment.

Severance Pay shall be paid to an eligible Employee during the Severance Period on a monthly basis in an amount equal to one-twelfth of Employee’s annual base salary rate on the date of Termination of Employment.

Anything herein to the contrary notwithstanding, in the event that all or any portion of the Employee’s Severance Pay is subject to Code section 409A and the Employee is a “specified employee,” as defined in the regulations under Code section 409A, at the time of the Employee’s Termination of Employment, the Severance Pay that is subject to 409A shall not be paid until the expiration of six months following Termination of Employment.  In such event, any Severance Pay that would otherwise have been paid in the preceding six month period shall be paid in a lump sum on expiration of such period.

(b) Severance Benefits.

(1) Health benefits.  The eligible Employee and his or her spouse and other eligible dependents may elect to continue to be covered by the medical, dental, vision and prescription drug plan(s) maintained by the Company in which the eligible Employee and his or her spouse or other dependents were participating immediately prior to the date of his or her Termination of Employment in accordance with the COBRA provisions of Code section 4980B and ERISA section 602.  During the Severance Period, the Company shall pay the COBRA cost for the same level of coverage in which the Employee is enrolled at Termination of Employment.  In addition, to the extent that the COBRA premiums paid by the Company are taxable to the Employee, the Company shall pay to the Employee a gross-up payment for applicable taxes.  Such payment shall be made monthly during the Severance Period; provided that if the gross-up payments are subject to Code section 409A and the Employee is a “specified employee,” as defined in the regulations under Code section 409A, at the time of the Employee’s Termination of Employment, no payment shall be made until the expiration of six months following Termination of Employment.  In such event, the gross-up payments for the preceding six months shall be paid in a lump sum on expiration of such period.

(2) Outplacement Services.  During the Severance Period and for three months thereafter, the Company shall provide for an eligible Employee executive-level outplacement services by a vendor selected by the Company.

In addition to the Severance Pay and Severance Benefits provided in this Section 4, the eligible Employee shall be entitled to payment of any base salary or vacation pay accrued on the Date of Termination in accordance with the Company’s policies for such payments.

5.           Reductions or Offsets to Severance Pay

(a) The Company has the right to offset from any Severance Pay under this Plan the amount of any monies that the Employee owes at the time of separation to the Company or any Affiliate or to any employee benefit plan maintained by the Company or any of its Affiliates.

(b) The Company has the right to offset from any Severance Pay under this Plan the replacement value of any personal property owned by the Company or any Affiliate but not returned by an eligible Employee to the Company by the date of Termination of Employment.

Notwithstanding the preceding, the total offset under this Section 5 from any Severance Pay that is subject to Code section 409A shall not exceed $5,000.

6.           Limitations on Severance Pay and Severance Benefits

The Company is not obligated to make any payment or provide any benefit under this Plan to an otherwise eligible Employee if:

(a) the eligible Employee voluntarily terminates his employment without Good Reason, dies, or becomes disabled;

(b) the eligible Employee is discharged for Cause;

(c) the eligible Employee’s employment with the Company and all Affiliates ceases upon the sale of all or substantially all of the Company’s assets, or upon the sale, spin-off, divestiture or other disposition of a business unit, division or facility, and the eligible Employee is offered comparable employment with (or thereafter is employed by) the successor, new employer or purchaser of such assets, business unit, division or facility;

(d) the eligible Employee’s employment with the Company and all Affiliates ceases due to its merger, dissolution or reorganization, and as a result of such transaction, the eligible Employee is employed by the successor or other new employer;

(e) the eligible Employee transfers employment among the Company and any of its Affiliates;

(f) the eligible Employee is granted a leave of absence pursuant to the Company’s normal leave of absence policies and procedures;

(g) the eligible Employee fails to comply with the provisions of Section 7; or

(h) the eligible Employee fails to execute and deliver to the Company not later than 60 days following Termination of Employment an agreement, in form and substance satisfactory to the Company, effectively releasing and giving up all claims the Employee may have against the Company and its Affiliates (and each of their respective employees, officers, plans and agents) arising out of or based upon any facts or conduct occurring prior to that date, and reaffirming and agreeing to comply with the terms of Section 7 and any other agreement signed by the Employee in favor of the Company or any of its Affiliates.  The agreement will be prepared by the Company and provided to the Employee at the time the Employee’s employment is terminated or as soon as administratively practicable thereafter.

7. Non-Competition; Confidential Information; and Non-Disparagement.  The Employee’s right to receive and retain the benefits specified in Section 4 are conditioned upon the Employee’s compliance with the terms of this Section7.

(a) Non-Competition

(1) During the one-year period beginning on the Date of Termination, the Employee shall not, without prior written approval of the Company’s Chief Executive Officer, become an officer, employee, agent, partner, or director of, or provide any services or advice to or for, any business enterprise in substantial direct competition with the Company.

For purposes of this Section 7(a)(1), a business enterprise with which the Employee becomes associated as an officer, employee, agent, partner, or director shall be considered in substantial direct competition if such entity competes with the Company in any business in which the Company or any of its Affiliates is engaged or provides services or products of a type which is marketed, sold or provided by the Company or any of its Affiliates (including but not limited to any product or service which the Company or any such other entity is developing) within any State or country where the Company or any such Affiliate then provides or markets (or plans to provide or market) any service or product as of the date the Employee’s Company employment terminates.

(2) During the one-year period beginning on the date of Termination of Employment, the Employee shall not, without prior written approval of the Company’s Chief Executive Officer, directly or indirectly, solicit, provide to, take away, or attempt to take away or provide to any customer or solicited prospect of the Company or any of its Affiliates any business of a type which the Company or such Affiliate provides or markets or which is competitive with any business then engaged in (or product or services marketed or planned to be marketed) by the Company or any of its Affiliates; or induce or attempt to induce any such customer to reduce such customer’s business with that business entity, or divert any such customer’s business from the Company and its Affiliates; or discuss that subject with any such customer.

(3) During the one-year period beginning on the date of Termination of Employment, the Employee shall not, without prior written approval of the Company’s Chief Executive Officer, directly or indirectly solicit the employment of, recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with, any then current officer, office manager, staffing coordinator or other employee or agent of the Company or any of  its Affiliates (other than non-supervisory or non-managerial personnel who are employed in a clerical or maintenance position) or any other such person who was employed by the Company or any of its Affiliates within the twelve (12) months immediately prior to the date the Employee’s employment with the Company terminated; or suggest to or discuss with any such employee the discontinuation of that person’s status or employment with the Company or any of its Affiliates, or such person’s employment or participation in any activity in competition with the Company or any of its Affiliates.

(b) Confidential Information.  After termination of the Employee's employment with the Company, the Employee shall not, without the prior written consent of the Company, or as may otherwise be required by law or legal process, use, communicate, reveal, or divulge any confidential information, knowledge or data related to the Company that the Employee obtained during the Employee’s employment, to anyone other than the Company and those designated by it.  Confidential information, knowledge or data means confidential and/or proprietary information and trade secrets of or relating to the Company or any of its Affiliates, including but not limited to information concerning personnel of the Company or any of its Affiliates, confidential financial information, customer or customer prospect information, information concerning temporary staffing candidates, temporary employees, and personnel, temporary employee and customer lists and data, methods and formulas for estimating costs and setting prices, research results (such as marketing surveys, or trials), software, programming, and programming architecture, enhancements and developments, cost data (such as billing, equipment and programming cost projection models), compensation information and models, business or marketing plans or strategies, new products or marketing strategies, deal or business terms, budgets, vendor names, programming operations, information on proposed acquisitions or dispositions, actual performance compared to budgeted performance, long-range plans, results of internal analyses, computer programs and programming information, techniques and designs, business and marketing plans, acquisition plans and strategies, divestiture plans and strategies, internal valuations of Company assets, and trade secrets, but does not include information generally known in the marketplace.  In addition, confidential information includes information of another company given to the Company with the understanding that it will be kept confidential.  All confidential information described herein is and constitutes trade secret information (regardless of whether the same is legally determined to be a trade secret) and is not the property of the Employee.

(c) Non-Disparagement.  Following termination of employment, the Employee will not criticize, denigrate, disparage, or make any derogatory statements about the Company or its respective business plans, policies and practices, or about any of the Company's officers, employees or former officers or employees, to customers, competitors, suppliers, employees, former employees, members of the public, members of the media, or any other person; nor shall the Employee harm or in any way adversely affect the reputation and goodwill of the Company.  Nothing in this paragraph shall preclude or prevent the Employee from giving truthful testimony or information to law enforcement entities, administrative agencies or courts or in any other legal proceedings as required by law.

8.           Claims Procedures

(a) Presenting a Claim.  A claim for benefits under the Plan must be submitted in writing to the Company at the following address:

RehabCare Group, Inc.

ATTN:  President and Chief Executive Officer

7733 Forsyth Boulevard, Suite 1700

St. Louis, Missouri 63105

(b) Notice of Claim Denial.  If a claim for Plan benefits is denied either in whole or in part, the Employee (“claimant”) will be notified in writing by the Plan Administrator within 90 days of the receipt of the claim unless reasons beyond the control of the Plan Administrator require an extension of time for processing the claim.  The notice will also provide the following information:

(1) the specific reason or reasons for the denial;

(2) specific reference to the pertinent Plan provisions upon which the denial is based;

(3) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(4) a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under ERISA following a denial of an appeal.

If such an extension of time is required, written notice of this extension will be sent to the claimant prior to the termination of the initial 90-day period.  The extension notice will indicate the reasons for the extension of time and the date by which the Plan expects to render a final decision.  In no event will this date be more than 90 days after the end of the initial 90-day period.  If the Plan Administrator does not furnish a response within the initial 90-day or extended period, the claimant shall be deemed to have exhausted the claims and appeals process set forth herein and is entitled to file suit in federal or state court.

(c) Request for Review.  If a claim for benefits is denied in whole or in part, the claimant or the claimant’s duly authorized representative may, within 60 days after receipt of the notice of such denial, make a written request for review of the denial by the Plan Administrator.  The claimant’s request should state the reasons he believes the claim denial was improper and submit any additional information, material or comments that he considers appropriate.  The claimant may review any documents relevant to his claim.  If the claimant or his duly authorized representative fails to file such an appeal within 60 days after the claim is denied, the claimant shall be deemed to have waived any right to appeal the denial of the claim.

(d) Decision on Review. The Plan Administrator shall render a written decision on review not later than 60 days following the date of the receipt of the request for review.  However, if special circumstances require an extension of time beyond the initial 60 day period, prior to the end of such initial 60 day period, the plan Administrator shall provide to the claimant written notice of the extension, the special circumstances requiring the extension, and the date by which the Plan Administrator expects to render the final decision.  In no event shall the decision be postponed later than 120 days following the receipt of the request review.  If a decision is not furnished within the initial 60 day period (or applicable extension), then the request for review shall be deemed denied.

Any denial shall inform the claimant of the specific reason or reasons for the denial, refer to specific Plan provisions on which the denial is based, state that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records and other information relevant to the claim, and state that the claimant has a right to bring a civil action under Section 502(a) of ERISA.

The Plan Administrator’s decision is final and binding.

9.           Plan Administration

(a) Plan Administrator.  The Plan shall be administered by the Plan Administrator.  The Plan Administrator shall have the responsibility for carrying out the provisions of the Plan and the general administration of the Plan.  The Plan Administrator shall establish and enforce such rules, regulations and procedures, as it shall deem necessary or proper for the efficient administration of the Plan, and delegate such duties and responsibilities as it deems appropriate.  The Plan Administrator shall constitute a named fiduciary as that term is defined in ERISA.

(b) Funding.  The Plan shall at all time be entirely unfunded and no provisions shall at any time be made with respect to segregating assets of the Company or any Affiliate for payment of any Severance Pay or Severance Benefits hereunder.  Payments under this Plan shall be made from general assets of the Company.  No employee or any other person shall have any interest in any particular assets of the Company by reason of the right to receive Severance Pay or Severance Benefits under the Plan and any such Employee or any other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Plan.

(c) Standard of Review.  The Plan Administrator shall perform its duties as the Plan Administrator in its sole discretion as it shall determine as appropriate, in light of the reason and purpose for which the Plan is established and maintained.  In particular, the interpretation of all Plan provisions and whether an Employee is entitled to any benefit pursuant to the terms of the Plan, shall be made by the Plan Administrator in its sole discretion.  Any construction of the terms of the Plan for which there is a rational basis that is adopted by the Plan Administrator in good faith shall be final and legally binding on all parties.

Any interpretation of the Plan or other action of the Plan Administrator made in good faith shall be subject to review only if such an interpretation or other action is without rational basis.  Any review of a final decision or action of the Plan Administrator shall be based only on such evidence presented to or considered by the Plan Administrator at the time it made the decision that is the subject of the review.  The Participating Employers, and any Employee who performs services for a Participating Employer who is or may be compensated for in part by benefits payable pursuant to this Plan, hereby consent to actions of the Plan Administrator made in good faith and agree to the narrow standard of review prescribed in this section.

(d) Required Participant Information.  An eligible Employee must furnish to the Plan Administrator such documents, evidence or information, as it considers necessary or desirable for purposes of administering this Plan.  It shall be a condition of this Plan that each such person must furnish such information promptly and sign such necessary documents before any benefits become payable under the Plan.

(e) Notices.  Any notice required to be given to the Company shall be sent by the Employee to the Company as directed in Article 8 hereof.  Any notice required to be given to the Employee shall be sent by the Company to the most recent home address of the Employee provided to the Company’s Human Resources Department by the Employee.

10.           Miscellaneous

(a) The Employment Relationship.  Employment by the Company is on an “at will” basis.  Either the Company or the Employee can end the employment relationship at any time, for any reason or no reason at all.  Only officers of the Company are authorized to make any commitment concerning employment that could change the nature of this “at will” arrangement.  An Employee should not rely on any such commitment, unless it is writing and specifically authorized by an officer of the Company.  Nothing in this Plan shall be construed as a contract or guarantee of employment between the Company and an Employee.

 (b) Taxes.  All Severance Pay and Severance Benefits shall be subject to all applicable federal, state and local taxes and the Company shall withhold the amount of any tax attributable thereto.

(c) Effective Date.  The effective date of this Plan is January 1, 2009.

(d) Termination or Modification.  The Company, the Plan Administrator, or the delegated representative of either, has the right to terminate, modify or amend this Plan or reduce its benefits at any time with or without advance notice to Employees.

(e) Transferability of Benefits.  The right to receive payment of benefits under this Plan shall not be transferred, assigned or pledged except by will or pursuant to the laws of descent and distribution.

(f) Choice of Law.  Except to the extent preempted by ERISA, this Plan shall be construed, administered and governed in all respects in accordance with the substantive laws of the State of Missouri, but not its conflict of law principles.

4598918.3

RehabCare Group, Inc., by its duly authorized officer, hereby adopts the foregoing Restated Plan this __________ day of ___________________________________, 2008.

REHABCARE GROUP, INC.

By:           ____________________________________

Name:                      ____________________________________

Title:                      ____________________________________

EX-10.7

Exhibit 10.7

RehabCare Group, Inc.

Executive Deferred Compensation Plan

2009 Restatement

4599762.3

RehabCare Group, Inc.

Executive Deferred Compensation Plan

2009 Restatement

Preamble

RehabCare Group, Inc. (the “Company”) established the RehabCare Group, Inc. Executive Deferred Compensation Plan (the “Plan”) effective as of July 1, 2005.

The purpose of the Plan is to permit designated executives of the Company to accumulate additional retirement income through a nonqualified deferred compensation plan that enables them to make Elective Deferrals in excess of those permitted under the RehabCare, Inc. 401(k) Employee Savings Plan (or other applicable 401(k) plans) and to receive employer matching and other employer contributions that are precluded by the provisions of that plan or by applicable law.  This Plan is intended to be unfunded and maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

The Company now wishes to amend and restate the Plan in the form of this 2009 Restatement to conform the Plan to the final regulations issued under Section 409A of the Internal Revenue Code and to make certain other changes.

NOW, THEREFORE, the Plan is hereby amended and restated effective as of January 1, 2009 as follows:

ARTICLE 1 – Definitions

As used in this Plan, the following capitalized words and phrases have the meanings indicated, unless the context requires a different meaning:

1.1 “Account” means amounts credited to a Participant under the Plan or the aggregate of all of a Participant’s accounts.  The Plan includes the following types of Account:

(a) Compensation Reduction Accrual Account;

(b) Matching Contribution Accrual Account; and

(c) NonMatching Contribution Accrual Account

1.2 “Affiliate” means any person, corporation or other entity that from time to time is, along with the Company, considered a single employer under Sections 414(b) or 414(c) of the Code.

1.3 “Allocation Date” means the last day of any Plan Year.

1.4 “Beneficiary” means the person or persons designated by a Participant, or otherwise en­titled, to receive any amount credited to his Account that remains undistributed at his death.

1.5 “Board of Directors” or “Board” means the board of directors of the Company.

1.6 “Bonus Compensation” means an Eligible Employee’s cash incentive compensation under an Employer’s incentive compensation program.

1.7 “Code” means the Internal Revenue Code of 1986, as amended.

1.8 “Committee” means the committee appointed in accordance with Section 8.1 to administer the Plan.

1.9 “Company” means RehabCare Group, Inc., a Delaware corporation.

1.10 “Compensation Reduction Accrual” means an amount credited to the Compensation Reduction Accrual Account pursuant to a Compensation Reduction Agreement, including Qualified Plan Refunds.

1.11 “Compensation Reduction Accrual Account” means the account established to record Compensation Reduction Accruals authorized by Par­ticipants under the terms of this Plan.

1.12 “Compensation Reduction Agreement” means an agreement between a Participant and the Company, under which the Participant agrees to a reduction in his Salary Compensation and/or Bonus Compensation, or to defer any Qualified Plan Refund and the Com­pany agrees to credit him with Compensation Reduction Accruals under this Plan.

1.13 “Disability” means a Participant who:

(a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or

(b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

1.14 “Distributable Amount” means the portion of a Participant’s Account for a particular Plan Year to be distributed in accordance with an election made pursuant to Section 4.3.4 or 4.3.5.

1.15 “Eligible Employee” means the select group of management or highly compensated employees as determined by the Committee, in its sole discretion, from time to time; provided that the Committee may remove an Eligible Employee from eligibility to participate only as of the end of a Plan Year.

1.16 “Employer” means the Company and any Affiliate who is designated an Employer by the Committee.

1.17 “Matching Contribution Accrual” means an amount credited to a Participant’s Account in accordance with Section 4.1.2.

1.18 “Matching Contribution Accrual Account” means the account established to record Matching Contribution Accruals on a Participant’s behalf.

1.19 “NonMatching Contribution Accrual” means an amount credited to a Participant’s Account in accordance with Section 4.1.3.

1.20 “NonMatching Contribution Accrual Account” means the account established to record NonMatch­ing Contribution Accruals on a Participant’s behalf.

1.21 “Normal Retirement Date” means the later of (a) a Participant’s sixty-fifth (65th) birthday or (b) his completion of ten (10) Years of Service.

1.22 “Participant” means (a) any Eligible Employee who satisfies the conditions for partici­pation in the Plan set forth in Section 2.1 or (b) any Eligible Employee who formerly satisfied the conditions for partici­pation in the Plan set forth in Section 2.1 and who has not received a total distribution of his Account.

1.23 “Plan” means the RehabCare Group, Inc. Executive Deferred Compensation Plan, as set forth herein and as amended from time to time.

1.24 “Plan Year” means the accounting year of the Plan, which ends on December 31st.

1.25 “Qualified Plan” means the RehabCare, Inc. 401(k) Employee Savings Plan (or other applicable RehabCare 401(k) plan), as amended from time to time.

1.26 “Qualified Plan Refund” means elective deferrals made by a Participant into the Qualified Plan that are required to be distributed due to discrimination testing.

1.27 “Salary Compensation” means an Eligible Employee’s base salary.

1.28 “Separation from Service” means separation from service with the Employer and its affiliates (generally, 50% common control with the Employer), as defined in IRS regulations under Section 409A of the Code.

1.29 “Trust” or “Trust Fund” means any rabbi trust established to hold amounts set aside by the Company in accordance with Section 4.4.

1.30 “Trustee” means the trustee of the Trust Fund.

1.31 “Valuation Date” means any Allocation Date and any other date as of which the value of Participants’ Accounts is determined.

1.32 “Years of Service” means years of service for vesting as determined under the RehabCare, Inc. 401(k) Employee Savings Plan.

1.33 Rules of Construction.

1.33.1 Governing law.  The construction and operation of this Plan and Trust are governed by the laws of Delaware.

1.33.2 Undefined terms.  Unless the context clearly requires another meaning, any term not specifically defined in this Plan is used in the sense given to it by the Qualified Plan.

1.33.3 Headings.  The headings of Articles, Sections and Subsections are for reference only and are not to be utilized in construing the Plan.

1.33.4 Gender.  Unless clearly inappropriate, all pronouns of whatever gender refer indifferently to persons or objects of any gender.

1.33.5 Singular and plural.  Unless clearly inappropriate, singular terms refer also to the plural number and vice versa.

1.33.6 Severability.  If any provision of this Plan is held illegal or invalid for any reason, the remaining provisions are to remain in full force and effect and to be construed and enforced in accordance with the purposes of the Plan as if the illegal or invalid provision did not exist.

ARTICLE 2 – Participation in the Plan

2.1 Commencement of Participation.  An employee of an Employer becomes a Participant on the date on which he satisfies all of the following conditions:

(a) he is an Eligible Employee; and

(b) he has executed and delivered to the Committee a valid Compensation Reduction Agreement.

2.2 Cessation of Participation.  If a Participant ceases to satisfy either of the conditions set forth in Section 2.1, his participation in this Plan will terminate; provided that the Committee may remove an Eligible Employee from eligibility to participate only as of the last day of a Plan Year.  The Participant’s Account will continue to be held for his benefit and will be distributed to him in accordance with the provisions of Article 6.  He may resume participation as of any date on which he again satisfies the conditions of Section 2.1.

ARTICLE 3 – Accounts Under the Plan

3.1 Establishment of Accounts.  The accounts specified in this Section 3.1 are established under the Plan to record the liability of the Company to Participants.  All Accounts may be main­tained on the books of the Company, and the Company is under no obligation to segregate any assets to provide for these liabilities.  Should the Company elect to segregate assets into a trust fund pursuant to Section 4.4 of the Plan, the accounts specified in this Section 3.1 may be maintained on the books of such fund.

3.1.1 Compensation Reduction Accrual Accounts.  A Compensation Reduction Accrual Account is maintained for each Participant for the purpose of recording the current value of his Compensation Reduction Accruals.

3.1.2 Matching Contribution Accrual Accounts.  A Matching Contribution Accrual Account is maintained for each Participant for the purpose of recording the value of Matching Contribution Accruals credited on his behalf in accordance with Section 4.1.2.

3.1.3 NonMatching Contribution Accrual Accounts.  A NonMatching Contribution Accrual Account is maintained for each Participant for the purpose of recording the value of NonMatching Contribution Accruals credited on his behalf in accordance with Section 4.1.3.

3.2                      Valuation of Accounts.

3.2.1 Timing of valuation.  All Accounts are valued as of each Allocation Date and as of any other Valuation Date fixed by the Committee.

3.2. 2 Method of Valuing Accounts.  The value of an Account as of any Valuation Date is equal to the sum of

(a) the fair market value of the Account’s interest in the Trust Fund, plus

(b) any benefits accrued under Article 4 with respect to which the Company has not made contributions to the Trust Fund, with interest, income, expense, gains and losses in accordance with the investment experience that would result if assets were invested given the investment allocation provided by the Committee in accordance with Section 4.6.

ARTICLE 4 – Accrual of Benefits

4.1 Types of Contribution.  For any Plan Year, Participants may accrue benefits under each of the provisions of this Section 4.1.

4.1.1 Compensation Reduction Accruals.  Compensation Reduction Accruals are credited to each Participant to the extent specified in his Compensation Reduction Agreement in effect for the Plan Year.

4.1.2 Accrual of Matching Contributions.  The amount of Matching Contributions made pursuant to the Compensation Reduction Agreement shall be such amount, if any, equal to the maximum match that the Participant could have received under the Qualified Plan based on the Participant’s compensation (as defined in such plan and increased by the amount of the Eligible Employee’s Compensation Reduction Accruals under this Plan, with such total amount subject to the limit under section 401(a)(17) of the Code), reduced by the maximum match the Participant could have received in the Qualified Plan at a 4% contribution rate, after discrimination testing.

4.1.3 Accrual of NonMatching Contributions.  The amount of such NonMatching Contributions shall be such amount, if any, the Committee, in its sole discretion, determines from year to year.  NonMatching Contributions for a Plan Year shall be allocated as determined by the Committee.

4.2 Timing of Accruals.  Compensation Reduction Accruals are deemed to accrue on the date on which the Participant would otherwise have received the compensation that he elected to defer.  Matching Contribution Accruals are deemed to accrue on the date of the Compensation Reduction Accru­als to which they relate.  NonMatching Contribution Accruals are deemed to accrue on the Allocation Date of the Plan Year to which they relate.

4.3                      Compensation Reduction Agreements.

4.3.1 Authorization of Compensation Reduction Accruals.  By executing a Compensation Reduction Agreement with respect to a Plan Year, a Participant may elect to have Compensation Reduction Accruals credited under the Plan on his behalf.  The current Salary Compensation and Bonus Compensation of a Participant who executes a Compensation Reduction Accrual Agreement are reduced by the amount specified in his election, and an equal amount is accrued under the Plan in accordance with Section 4.1.1.  Each Participant’s Compensation Reduction Agreement shall designate separately the amount of reduction of Salary Compensation and Bonus Compensation to be taken from his compensation for the Plan Year.  An agreement may specify whether the reduction is applied as a percentage amount to Salary Compensation, to Bonus Compensation, or to both.  A Compensation Reduction Agreement may also specify whether Qualified Plan Refunds will be deferred into the Plan.  In the discretion of the Committee, separate agreements may be used for Salary Compensation, Bonus Compensation and/or Qualified Plan Refunds.  Compensation Reduction Con­tributions may not be made with respect to Compensation other than Salary Compensation, Bonus Compensation and Qualified Plan Refunds.  Except as provided in Section 4.3.2, a Compensation Reduction Agree­ment becomes irrevocable as of the last day of the Plan Year preceding the Plan Year in which the services for which the compensation is paid are performed; provided that a Participant may cancel a Compensation Reduction Agreement election because of a hardship distribution from the Qualified Plan pursuant to Treas. Reg. §1.401(k)-1(d)(3).  If an agreement is canceled because of a hardship distribution, any later Compensation Reduction Agreement shall be subject to the provisions governing initial Compensation Reduction Agreements.  A Compensation Reduction Agreement made pursuant to this section must be in a form acceptable to the Committee, which may include electronic enrollment procedures.

4.3.2 Timing of Compensation Reduction Agreements.  An employee who becomes an Eligible Employee within a Plan Year and who is deemed “initially eligible” under the Section 409A regulations may execute a Compensation Reduction Agreement to become effective for compensation for services performed after the date of the election, provided that such Compensation Reduction Agreement must in all cases be made within the first 30 days following the date on which such Eligible Employee becomes first eligible.

An election to defer Bonus Compensation must generally be made by the last day of the Plan Year preceding the Plan Year in which the Eligible Employee first performs services for which the Bonus is earned; provided that if such Bonus is based on services performed over a period of at least twelve months and satisfies the other requirements for performance-based compensation under Section 409A of the Code, such election may be made not later than six months before the end of the service period, or by such other time as provided in future guidance issued under Section 409A of the Code.

An election to defer commission compensation must be made by the last day of the Plan Year preceding the Plan Year in which the customer contract for which the commissions are payable is executed.

4.3.3 Limitations on Compensation Reduction Accruals.  The amount deferred by a Participant in accordance with Section 4.3.1 or 4.3.2 for any Plan Year may not exceed 70% of his Salary Compensation for that year and 70% of his Bonus Compensation.  With respect to Qualified Plan Refunds, the Compensation Reduction Agreement will specify whether such Qualified Plan Refunds will be contributed to the Plan.

4.3.4 Election of Distribution Timing and Form.  Each Compensation Reduction Agreement shall indicate the time and form in which amounts deferred under such agreement shall be distributed from the Plan as permitted by, and subject to, Section 6.  The distribution time and distribution form elections made on a Compensation Reduction Agreement pursuant to this 4.3.4 shall also be applicable to the Qualified Plan Refund, Matching Contribution and NonMatching Contribution Accruals made for the Plan Year(s) for which such Compensation Reduction Agreement is effective.

4.3.5 Change in Distribution Timing and Form.  A Participant who elected to receive distribution in a lump sum on a specified date or in installments commencing on a specified date may elect to delay such distribution and to change the form of such distribution. Such an election must be made at least twelve months before the previously scheduled date and the new specified date must be at least five years from the previous specified date.  Such an election to defer commencement shall not become effective until twelve months after the date on which such election is made.

4.4 Contributions to Trust Fund.  The Company may, but is not required to, establish a Trust Fund and make contributions to it corresponding to any or all amounts accrued under Section 4.1.  These contributions are credited with income, expense, gains and losses in accordance with the investment experience of the Trust Fund.  The Committee may direct the Trustee to establish investment funds within the Trust Fund and to permit Participants to direct the allocation of their Account balances among these funds in accordance with rules prescribed by the Committee.  The Committee may alter the available funds or the procedures for allocating Account balances among them at any time.

4.5 Status of the Trust Fund.  Notwithstanding any other provision of this Plan, all assets of the Trust Fund remain the property of the Company and are subject to the claims of its creditors.  No Participant has any priority claim on Trust assets or any security interest or other right in or to them superior to the rights of general creditors of the Company.

4.6 Earnings on Benefit Accruals.  Any benefit accruals under the Plan with respect to which the Company does not make contributions to the Trust Fund in accordance with Section 4.4 are credited with income, expense, gains and losses in accordance with the investment experience that would result if assets were invested given the investment allocation provided by the Committee.  The Committee may permit Participants to direct the investment allocation in accordance with rules provided by the Committee.  The Committee may alter the available investment alternatives or the procedures for allocating Account balances among them at any time.

4.7 Nonalienability.  A Participant’s rights under this Plan may not be voluntarily or involuntarily assigned or alienated.  If a Participant attempts to assign his rights or enters into bankruptcy proceedings, his right to receive payments personally under the Plan will terminate, and the Committee may apply them in such manner as will, in its judgment, serve the best inter­ests of the Participant.

ARTICLE 5 – Vesting

5.1 Definition of “Vesting.”  A Participant’s interest in his Accounts is “vested” when it is not subject to forfeiture for any reason.  The nonvested portion of an Account is forfeited upon Separation from Service for any reason other than death, Disability or Separation from Service on or after Normal Retirement Date.

5.2 Vesting Requirements.

5.2.1 When a Participant’s interest becomes vested.  A Participant’s interest in his Compensation Reduction Accrual Account is fully (100%) vested at all times.  The percentage of his interest in his Matching Contribution Accrual and NonMatching Contribution Accrual Accounts is vested is based upon his number of Years of Service.  The vesting schedule is contained in Section 5.2.2.  If any of the events specified in Section 5.2.3 occurs, the Participant’s interest in his Matching Contribution Accrual and NonMatching Contribution Accrual Accounts is fully (100%) vested irrespective of his number of Years of Service.

5.2.2 Vesting schedule.  Each Participant has, on any date before his Separation from Service, death, or Disability, a vested interest in his Matching Contribution Accrual and NonMatching Contribution Accrual Accounts based on his number of Years of Service, in accordance with the following schedule:

Years of                                 Vested

Vesting Service                                     Percentage

1                            100%

5.2.3 Full vesting upon attainment of Normal Retirement Age, death or Disability.  Regardless of his number of Years of Service, a Participant’s interest in his Matching Contribution Accrual and NonMatching Contribution Accrual Accounts becomes fully (100%) vested upon (a) his Normal Retirement Date or date of death, if his Separation from Service has not previously occurred or (b) the Committee’s determination that he is unable to continue to perform his regular duties on account of Disability.

ARTICLE 6 – Distributions to Participants

6.1                      Distributions.

6.1.1 Manner of distribution.  Distributions to a Participant or Beneficiary will be in one of the following forms or a combination thereof:

(a) lump sum distribution; or

(b) annual installment payments not to exceed ten years;

provided that, notwithstanding any election made by a Participant pursuant to Section 4.3.4, following a Participant’s death, his Account shall be distributed in a lump sum.

The amount of each annual installment payment shall be determined under the declining balance accounting method.  Annual installments shall be considered a single payment for purposes of Section 409A of the Code.

6.1.2 Computation of distribution amount.  Any distribution to a Participant or Beneficiary under this Article 6 shall be based on the Valuation Date immediately preceding the date of distribution.

6.2                      Date of Distribution.

6.2.1 Distribution pursuant to Participant’s Compensation Reduction Agreement.  Distribution of the benefits accrued under the Plan shall become payable as designated under properly executed Compensation Reduction Agreements pursuant to Section 4.3.4 upon the earlier of:

(a) a Participant’s Separation from Service;

(b) the specific date designated by the Participant in the Compensation Reduction Agreement provided the date occurs at least two years after any contribution under the Compensation Reduction Agreement or any subsequent date elected in accordance with Section 4.3.5; or

(c) a Participant’s death.

6.2.2 Accounts balances of less than $10,000 at Separation from Service.  Notwithstanding any election made by a Participant pursuant to Section 4.3.4, any Account balance of less than $10,000 shall be payable in a lump sum distribution on a Participant’s Separation from Service.

6.2.3 Other distributions.  Notwithstanding any election made by a Participant pursuant to Section 4.3.4, distributions from a Participant’s Account shall also be made by the Committee:

(a) pursuant to a domestic relations order as defined in Section 414(p)(1)(B) of the Code; or

(b) due to an unforeseeable emergency of the Participant, as defined in the regulations under Section 409A of the Code, provided that the distribution amount shall be limited to the amount necessary to satisfy the Participant’s need.

The Committee shall determine within 60 days of receipt of a domestic relations order or a Participant request for distribution due to unforeseeable emergency whether applicable requirements have been met and, if so, the amount of such distribution.  Any such amount shall become payable on the date of such determination.

6.2.4 Distributions to Specified Employees

(a) So long as the Company’s stock is traded on an established exchange, and notwithstanding any other provision in the Plan or any election made by a Participant pursuant to Section 4.3.4, distributions to Specified Employees pursuant to the Specified Employee’s Separation from Service may not be made before the date that is six months after the date of such Specified Employee’s Separation from Service.

 (b) For purposes of this Section 6.2.4, Specified Employee means a Specified Employee as defined in Treas. Reg. §1.409A-1(i) (generally officers earning more than $145,000 per year, as indexed for inflation, who are among the fifty highest paid employees).

6.3 Type of Property to be Distributed.  All distributions from the Plan to Participants and Beneficiaries are made in cash.

6.4 Income and Payroll Tax Withholding.  The Company shall withhold any taxes required to be withheld for federal, state, or local government purposes.

6.5 Manner of Distribution to Minors or Incompetents.  If at any time any distributee is, in the judgment of the Committee, legally, physically or mentally incapable of receiving any distribution due to him, the distribution will be made by the Committee, in its sole and absolute discretion, to a legal or natural guardian or legally appointed representative of the distributee, or, if none exists, to any other person or entity that, in the Committee’s discretionary judgment, will apply the distribution in the best interests of the intended distributee.  The receipt by the guardian, legal representative, or other person or entity pursuant to this section shall be a complete discharge of all obligation and right of such Participant under this Plan.  Neither the Company nor the Committee shall have any responsibility to see to the proper application of payments made under this section.

6.6                      Election of Beneficiary.

6.6.1 Designation or change of Beneficiary by Participant.  When an Eligible Employee qualifies for participation in the Plan, the Committee will send him a Beneficiary designation form, on which he may designate one or more Beneficiaries and successor Beneficiaries.  A Participant may change his Beneficiary designation at any time by filing the prescribed form with the Committee.  The consent of the Participant’s current Beneficiary is not required for a change of Beneficiary and no Beneficiary has any rights under this Plan except as are provided by its terms. The rights of a Beneficiary who predeceases the Participant who designated him shall immediately terminate, unless the Participant has specified otherwise.

6.6.2 Beneficiary if no election is made.   Unless a different Beneficiary has been elected in accordance with Section 6.6.1, the Beneficiary of any Participant who is lawfully married on the date of his death is his surviving spouse.  The Beneficiary of any other Participant who dies without having designated a Beneficiary is his estate.

6.7 Actual Date of Payment.  An amount payable on a date specified in this Article 6 shall be paid as soon as administratively feasible after such date; but no later than the later of the end of the calendar year in which the specified date occurs or the 15th day of the third calendar month following such specified date, provided the Participant (or Beneficiary) is not permitted to designate the taxable year of the payment.  The payment date may be postponed further if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Company.  The amount due the Participant shall be determined based on the vested balance credited to the Account of the Participant on the actual date of payment.

ARTICLE 7 – Amendment or Termination of the Plan

7.1 Amendment of the Plan.  The Company may amend the Plan at any time.  However, no such amendment shall deprive any Participant of any portion of any benefits accrued before the date of the Amendment.

7.2 Termination of the Plan.  The Company may terminate the Plan, and distribute all vested accrued benefits, subject to the restrictions set forth in Treas. Reg. §1.409A-3(j)(4), if applicable.

A termination of the Plan must comply with the provisions of Section 409A of the Code and the regulations and guidance promulgated thereunder, including, but not limited to, restrictions on the timing of final distributions and the adoption of future deferred compensation arrangements.

ARTICLE 8 – Plan Administration

8.1 The Administrative Committee.  The Plan is administered by a Committee consisting of one or more individuals appointed by the Board of Directors.  The Board may remove any member of the Committee at any time, with or without cause, and may fill any vacancy.  If a vacancy occurs, the remaining member or members of the Committee have full authority to act.  The Board is responsible for transmitting to the Trustee the names and authorized signatures of the members of the Committee and, as changes take place in membership, the names and signatures of new members.  Any member of the Committee may resign by delivering his written resignation to the Board, the Trustee and the Committee.  Any such resignation becomes effective upon its receipt by the Board or on such other date as is agreed to by the Board and the resigning member.  The Committee acts by a majority of its members in office at the time and may take action either by vote at a meeting or by consent in writing without a meeting.  The Committee may adopt such rules and appoint such subcommittees as it deems desirable for the conduct of its affairs and the administration of the Plan.

8.2 Powers of the Committee.  In carrying out its duties with respect to the general administration of the Plan, the Committee has, in addition to any other powers conferred by the Plan or by law, the following powers:

(a) to determine all questions relating to eligibility to participate in the Plan;

(b) to compute and certify to the Trustee the amount and kind of distributions payable to Participants and their Beneficiaries;

(c) to maintain all records necessary for the administration of the Plan that are not maintained by the Company or the Trustee;

(d) to interpret the provisions of the Plan and to make and publish such rules for the administration of the Plan as are not inconsistent with the terms thereof;

(e) to establish and modify the method of accounting for the Plan or the Trust;

(f) to employ counsel, accountants and other consultants to aid in exercising its powers and carrying out its duties hereunder; and

(g) to perform any other acts necessary and proper for the administration of the Plan, except those that are to be performed by the Trustee.

8.3                      Indemnification.

8.3.1 Indemnification of members of the Committee by the Company.  The Company agrees to indemnify and hold harmless each member of the Committee against any and all expenses and liabilities arising out of his action or failure to act in such capacity, excepting only expenses and liabilities arising out of his own willful misconduct.  This right of indemnification is in addition to any other rights to which any member of the Committee may be entitled.

8.3.2 Liabilities for which members of the Committee are indemnified.  Liabilities and expenses against which a member of the Committee is indemnified hereunder include, without limitation, the amount of any settlement or judgment, costs, counsel fees and related charges reasonably incurred in connection with a claim asserted or a proceeding brought against him or the settlement thereof.

8.3.3 Company’s right to settle claims.  The Company may, at its own expense, settle any claim asserted or proceeding brought against any member of the Committee when such settlement appears to be in the best interests of the Company.

8.4 Claims Procedure.  If a dispute arises between the Committee and a Participant or Beneficiary over the amount of benefits payable under the Plan, the Participant or Beneficiary may file a claim for benefits by notifying the Committee in writing of his claim.  The Committee will review and adjudicate the claim pursuant to the rules provided for in the claims and appeals requirements of ERISA.

8.5 Expenses of the Committee.  The members of the Com­mittee shall serve without compensation for services as such.  All expenses of the Committee are paid by the Company.

8.6 Correspondence to the Committee.  Correspondence, including benefit claims, may be sent via first class mail, postage prepaid, to:

Committee for the RehabCare Group, Inc.

Executive Deferred Compensation Plan

RehabCare Group, Inc.

7733 Forsyth Boulevard, Suite 2300

St. Louis, MO 63105

8.7 Expenses of the Plan.  The expenses of administering the Plan shall be paid by the Company.

ARTICLE 9 – Miscellaneous

9.1 Plan Not a Contract of Employment.  The adoption and maintenance of the Plan does not constitute a contract between the Employers and any Participant and is not a considera­tion for the employment of any person.  Nothing herein contained gives any Participant the right to be retained in the employ of the Employers or derogates from the right of the Employer to discharge any Participant at any time without regard to the effect of such discharge upon his rights as a Participant in the Plan.

9.2 No Rights Under Plan Except as Set Forth Herein.  Nothing in this Plan, express or implied, is intended, or shall be construed, to confer upon or give to any person, firm, association, or corporation, other than the parties hereto and their successors in interest, any right, remedy, or claim under or by reason of this Plan or any covenant, condition, or stipula­tion hereof, and all covenants, conditions and stipulations in this Plan, by or on behalf of any party, are for the sole and exclusive benefit of the parties hereto.

4599762.3                                                             - - Page -

IN WITNESS WHEREOF, RehabCare Group, Inc. has adopted the foregoing 2009 Restatement of the Plan by authority of its Board of Directors this ______ day of _______________ 2008.

REHABCARE GROUP, INC.

By:           ____________________________________

Title:                      ____________________________________