NON-QUALIFIED STOCK OPTION AGREEMENT
(Pursuant to the 2005 Equity Incentive Plan)
OPTION granted in Birmingham, Alabama on February 23, 2006 (the “Date of Grant”), by HEALTHSOUTH Corporation, a
Delaware corporation (the “Corporation”), to [ ] (the “Grantee”).
1. GRANT OF OPTION . The Corporation hereby grants to the Grantee the irrevocable Option to purchase, on the terms
and subject to the conditions set forth herein and in the Plan (as defined below), up to [ ] fully paid and nonassessable
shares of the Corporation’s Common Stock, par value $.01 per share, at the option price of $5.31 per share, being not less than
100% of the fair market value of such Common Stock on the Date of Grant.
The Option is granted pursuant to the Corporation’s 2005 Equity Incentive Plan (the “Plan”), a copy of which is attached
hereto. The Option is subject in its entirety to all the applicable provisions of the Plan as in effect on the Date of Grant, which
are hereby incorporated herein by reference.
2. PERIOD OF OPTION. Except as otherwise provided in the Plan, the Option is cumulatively exercisable in installments in
accordance with the following schedule:
The Option may be exercised from time to time during the option period as to the total number of shares allowable under this
Section 2, or any lesser amount thereof. The Option is not exercisable before February 23, 2007 or after February 23, 2017.
3. SECURITIES ACT REQUIREMENTS .
(a) The Company has not filed financial statements for any periods ended after December 31, 2004. The Company does not
expect to become current with respect to all of its previously unfiled financial statements until at least the first quarter of 2006
and will not file any registration statement until after such time. NO OPTION MAY BE EXERCISED UNTIL THE COMPANY
COMPLIES WITH ITS REPORTING OBLIGATIONS UNDER THE FEDERAL SECURITIES LAWS AND A REGISTRATION
STATEMENT IS DECLARED EFFECTIVE BY THE SE