AGREEMENT made as of June 13, 1997 by and between NovaCare, Inc., a Delaware corporation (the
"Company") and Robert E. Healy, Jr. (the "Executive").
The Company wishes to retain the services of the Executive in the capacity of Senior Vice President, Finance and
Administration and Chief Financial Officer, and the Executive wishes to serve in the employ of the Company in
that capacity, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Employment, Term, Automatic Extension.
1.1 Employment. The Company agrees to employ the Executive, and the Executive agrees to serve in the employ
of the Company, for the term set forth in Section 1.2, in the position and with the responsibilities, duties and
authority set forth in Section 2 and on the other terms and conditions set forth in this Agreement.
1.2 Term. The term of the Executive's employment under this Agreement shall be the period commencing on June
13, 1997 and ending on June 15, 2000, unless sooner terminated in accordance with this Agreement.
1.3 Automatic Extension. As of June 15, 1999, and as of each subsequent June 15 (each an "Automatic Renewal
Date"), unless either party shall have given a notice of non-extension prior to such Automatic Renewal Date, the
term of this Agreement shall extended automatically for a period of one year to the anniversary of the expiration
date of the then-current term of this Agreement. Once a notice of non-extension shall have been given by either
party, there shall be no further automatic extension of this Agreement.
2. Position, Duties.
Executive shall serve in the positions of Senior Vice President, Finance and Administration and Chief Financial
Officer of the Company. The Executive shall perform, faithfully and diligently, such duties, and shall have such
responsibilities appropriate to said