EMPLOYMENT AGREEMENT, dated as of April 1, 1998 (this "Agreement"), between HEALTHSOUTH
Corporation, a Delaware corporation (the "Company"), and RICHARD M. SCRUSHY, a resident of
Birmingham, Alabama (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company provides comprehensive rehabilitative, clinical, diagnostic and surgical healthcare
WHEREAS, the Executive is a founder of the Company and serves as Chief Executive Officer of the Company
and as Chairman of its Board of Directors; and
WHEREAS, the Company wishes to assure itself of the continued services of the Executive so that it will have
the continued benefit of his ability, experience and services, and the Executive is willing to enter into an agreement
to that end, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, the parties hereby covenant and agree as follows:
The Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to remain in
the employ of the Company, on and subject to the terms and conditions of this Agreement.
(a) The period of this Agreement (the "Agreement Term") shall commence as of the date hereof (the "Effective
Date") and shall expire on the fifth anniversary of the Effective Date. The Agreement Term shall be automatically
extended for an additional year on each anniversary of the Effective Date, unless written notice of non-extension
is provided by either party to the other party at least 90 days prior to such anniversary.
(b) The period of the Executive's employment under this Agreement (the "Employment Period") shall commence
as of the Effective Date and shall expire at the end of the Agreement Term, unless sooner terminated in
accordance with the terms and conditions of this Agreement.
3. POSITION, DUTIES AND RESPONSIBILITIES
(a) The Executive shall serve as,