Employment Agreement (2006)Full Document 

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                              EMPLOYMENT AGREEMENT

     This Employment Agreement dated as of December 27, 2005 (the "Agreement"),
is made by and between Skilled Healthcare Group, Inc., a Delaware corporation
(together with any successor thereto, the "Company") and Roland G. Rapp (the


A.   It is the desire of the Company to assure itself of the continued services
     of the Executive by entering into this Agreement.

B.   The Executive and the Company mutually desire that Executive provide
     services to the Company on the terms herein provided.


     NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below the parties hereto agree as follows:


     (a)  General. The Company shall employ the Executive and the Executive
          shall enter the employ of the Company, for the period set forth in
          Section 1(b), in the position set forth in Section 1(c), and upon the
          other terms and conditions herein provided.

     (b)  Employment Term. The initial term of employment under this Agreement
          (the "Initial Term") shall be for the period beginning on the Closing,
          as such term is defined in the Agreement and Plan of Merger (the
          "Merger Agreement"), dated as of October 22, 2005 among the Company,
          SHG Holding Solutions, Inc., a Delaware corporation ("Parent"), SHG
          Acquisition Corp., a Delaware corporation, Heritage Partners
          Management Company, LLP, Heritage Fund II, L.P., a Delaware limited
          partnership, and Heritage Investors II, L.L.C., a Delaware limited
          liability company (the date of such Closing is the "Effective Date")
          and ending on (and including) the second anniversary thereof, unless

          earlier terminated as provided in Section 3. Should the Closing not
          occur, this Agreement shall be null and void and shall not become
          effective. The employment term hereunder shall automatically be
          extended for successive one-year periods ("Extension Terms" and,
          collectively with the Initial Term, the "Term") unless either party
          gives written notice of non-extension to the other no later than sixty
          (60) days prior to the expiration of the then-applicable Term and
          subject to earlier termination as provided in Section 3.

     (c)  Position and Duties. The Executive shall serve as the General Counsel,
          Secretary and Chief Administrative Officer of the Company with such
          customary responsibilities, duties and authority as may from time to
          time be assigned to the Executive by the Chief Executive Officer of
          the Company, the Board of Directors of the Company (the "Board") or by
          the Board of Directors of Parent. The

          Executive shall devote substantially all his working time and efforts
          to the business and affairs of the Company (which may include service
          to Parent, the Company and their respective direct and indirect
          subsidiaries). The Executive agrees to observe and comply with the
          rules and policies of the Company as adopted by or under the authority
          of the Board from time to time. During the Term, it shall not be a
          violation of this Agreement for the Executive to serve on industry
          trade, civic or charitable boards or committees and manage his
          personal investments and affairs, as long as such activities do not
          materially interfere with the performance of the Executive's duties
          and responsibilities as an employee of the Company. During his
          employment and following termination of his employment with the
          Company, the Executive agrees not to disparage the Company, any of its
          products or practices, or any of its directors, officers, agents,
          representatives, stockholders or affiliates, either orally or in

     (d)  Location. The Executive acknowledges that the Company's principal
          executive offices are currently located at Foothill Ranch, California.
          The Executive shall operate principally out of such executive offices,
          as they may be moved from time to time within 40 miles of their
          current location in Foothill Ranch, California. The Company expects,
          and the Executive agrees, that the Executive shall be required to
          travel from time to time in order to fulfill his duties to the


     (a)  Annual Base Salary. During the Term, the Executive shall receive a
          base salary at a rate of $335,000 per annum (the "Annual Base
          Salary"), which shall be paid in accordance with the customary payroll
          practices of the Company, subject to upward adjustment as may be
          determined by the Board in its discretion.

     (b)  Annual Bonus. During the Term, the Executive will be eligible to
          participate in an annual performance-based bonus plan established by
          the Board that provides an opportunity substantially the same as the
          bonus plan first adopted by the Board after the Effective Date.

     (c)  Restricted Stock Plan. During the Term, the Executive shall be
          entitled to participate in the equity plan (the "Restricted Stock
          Plan") of Parent pursuant to which, on the Effective Date, the
          Executive shall receive a number of shares of common stock of Parent
          equal to 1.2500% of the number of shares of common stock of Parent
          outstanding on the Effective Date, excluding shares issued under the
          Restricted Stock Plan. Restricted Stock shall vest as to 25% of the
          shares granted on the Effective Date and each of the first three
          anniversaries of the Effective Date, but only to the extent the
          Executive remains continuously employed by the Company through the
          applicable vesting date.

     (d)  Benefits. During the Term, the Executive shall be entitled to
          participate in group medical insurance, 401(k) and other standard
          benefits provided by the Company, as may be amended from time to time,
          which are applicable to the senior officers of the Company.


     (e)  Vacation. During the Term, the Executive shall be entitled to four
          weeks paid vacation per calendar year and the maximum unused vacation
          time that the Executive may accrue is eight weeks. Any vacation shall
          be taken at the reasonable and mutual convenience of the Company and
          the Executive.

     (f)  Expenses. During the Term, the Company shall reimburse the Executive
          for all reasonable travel and other business expenses incurred by him
          in the performance of his duties to the Company in accordance with the
          Company's expense reimbursement policy.

     (g)  Key Person Insurance. At any time during the Term, the Company shall
          have the right to insure the life of the Executive for the Company's

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