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:
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 reaso
