AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (the "Agreement") made as of the first day of July, 1998 by
and between NovaCare, Inc., a Delaware corporation (the "Company"), and John H. Foster (the "Executive"),
W I T N E S S E T H:
WHEREAS, the parties have heretofore entered into an Employment Agreement, dated as of July 1, 1994, as
amended on February 2, 1995 (the "Employment Agreement"); and
WHEREAS, Executive has heretofore relinquished his position as Chief Executive Officer of the Company, but
continues to serve the Company as the Chairman of its Board of Directors;
WHEREAS, the parties now wish to amend and restate the Employment Agreement, effective as of July 1, 1998,
to modify the Executive's annual salary and the manner in which Executive's annual bonus shall be determined for
the fiscal years ending June 30, 1999 and thereafter;
NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the
parties hereby amend and restate the Employment Agreement 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 positions 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 commence as of July 1, 1994 and
shall terminate on June 30, 2000, unless extended or sooner terminated in accordance with this Agreement.
1.3 Automatic Extension. As of June 30, 1999, and June 30 on each subsequent year (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 be extended automatically for a period of one year to the anniversary of
the expiration date of the then-current ter