| 1. | Title: | Chief Executive Officer | ||||||
| 2. | Employment Classification: | Full-time | ||||||
| 3. | Reports to: | David S. Chernow, Vice Chairman | ||||||
| 4. | Commencement: | September 1, 2025 | ||||||
| 5. | Base Salary: | September 1, 2025 – January 1, 2026: $618,000.00/Year (Gross) $51,500.00/Month (Gross) to be paid on a bi-weekly basis On and after January 2, 2026: $700,000/Year (Gross) $58,333.33/Month (Gross) to be paid on a bi-weekly basis | ||||||
| 6. | Annual Bonus Opportunity: | Calendar Year 2025: You will be eligible to participate in the Company’s Executive Bonus Plan for CY 2025. Under the Executive Bonus Plan, your annual discretionary bonus for CY 2025 would be up to 80% of your base salary for CY 2025 times a multiplier ranging from 0 to 2.5 times. This means you could receive nothing or up to twice your annual base salary as a bonus. The payment and amount of bonuses, if any, under the Executive Bonus Plan will be determined solely at the discretion of the Company’s Board of Directors and your supervisors. An employee must be actively employed at the time bonuses are paid to be eligible to receive the bonus. Calendar Year 2026 and Beyond: Subject to the approval of the Human Capital and Compensation Committee (the “Committee”) of the Board of Directors of the Company’s parent company, Select Medical Holdings Corporation (“SMHC”), at its meeting to be held on October 28, 2025, you will be eligible to participate in the Company’s Executive Bonus Plan for CY 2026 and subsequent calendar years. Under the Executive Bonus Plan, your annual discretionary bonus for CY 2026 would be up to 100% of your base salary for CY 2026 times a multiplier ranging from 0 to 2.5 times. This means you could receive nothing or up to 2.5 your annual base salary as a bonus. The payment and amount of bonuses, if any, under the Executive Bonus Plan will be determined solely at the discretion of the Company’s Board of Directors and your supervisors. An employee must be actively employed at the time bonuses are paid to be eligible to receive the bonus. | ||||||
| 7. | Equity Compensation: | Awards of restricted common stock of SMHC are made at the discretion of the Committee. All grants are subject to (1) the grantee’s execution of a Restricted Stock Award Agreement, (2) all terms and conditions set forth in SMHC’s 2020 Equity Incentive Plan, including adjustments for future stock splits, and (3) income taxation and withholdings at the time of vesting. | ||||||
| 8. | Health/Vision/Pharmacy Benefits, Dental Benefits, PTO, Disability, Life Insurance and 401(k) | As described on SelectBenefits website. | ||||||
| 9. | Non-Competition Agreement: | You and the Company entered into that certain restrictive covenant letter agreement (including confidentiality, non- competition and non-solicitation agreements) dated August 29, 2020, as amended by that certain first amendment dated August 29, 2023. The offer and benefits set forth in this letter are contingent upon, and are made in consideration of, your execution and delivery of a second amendment to your restrictive covenant agreement, by which you agree to reaffirm your existing restrictive covenants, in form and substance acceptable to the Company. | ||||||
| 10. | Change of Control Agreement: | Your change of control letter agreement dated February 18, 2021 will remain in full force and effect. | ||||||