Exhibit 99
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December 5, 2005
HAND DELIVERY AND
REGISTERED MAIL
RETURN RECEIPT REQUESTED
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Xx. Xxxxxxx X. Xxxxx
Executive Vice President
General Counsel and Secretary
HEALTHSOUTH Corporation
One HEALTHSOUTH Parkway
Birmingham, Alabama 35243
Legal Services Department
HEALTHSOUTH Corporation
Xxx XXXXXXXXXXX Xxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
RE: Resignation for Good Reason
Dear Sir/Madam:
Pursuant to Section 6(a) of my Amended and Restated Employment
Agreement, September 17, 2002 ("Agreement"), I hereby resign as a director and
Chairman of the Board of HEALTHSOUTH Corporation for good reason. Said good
reason includes, but is not limited to, actions by HEALTHSOUTH that have
resulted in a diminution in my position, authority, duties and/or
responsibilities as a director and Chairman of the Board. Specifically,
HEALTHSOUTH has refused to provide me necessary notices of meetings of the Board
or subcommittees thereof and necessary information of the Company's status and
dealings. The Company has conducted the business of HEALTHSOUTH in closed
meetings of the board, or subcommittees thereof, from which I, a director and
chairman, was excluded or of which I was not apprised. Further, the Company has
failed to respond to my inquires and demands for information regarding, or
access to, the Company. As a result, the Company has actively impeded, or
altogether forestalled, my ability as a director and chairman to supervise and
control the strategic direction of the business and affairs of the Company and
its direct and indirect subsidiaries. The Company has denied me all of the
powers, authority, duties and responsibilities usually incident to the position
of a director and the Chairman of the Board of the Company. The Company has
further denied me access to the principal office of the Company which is the
required place of the performance of my duties as a director and chairman.
In addition, and not to the exclusion of other good reason for my
resignation, HEALTHSOUTH has purported to terminate my employment in a manner
that is not expressly permitted by the Agreement; has failed to compensate me as
provided by the terms of the Agreement; and has failed to renominate me as a
director to the board or to otherwise assert its best efforts to effectuate my
nomination and reelection to the board by the stockholders.
The foregoing acts and omissions constitute material failures by the
Company to honor is obligations under the Agreement and constitute good reason
for this resignation.
Pursuant to Section 7(a) of the Agreement and the Executive Retirement
Plan attached thereto and incorporated therein as Exhibit A, I give notice of my
selection to receive all benefits due under said retirement plan in Lump Sum
form. These retirement benefits are in additions to all other monies and
benefits due under the Agreement's Section 7(a) and all Exhibits referenced
therein. Said payments due should be sent to my attention at 0000 Xxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxx 00000.
This resignation shall be effective this, the 5th day of December,
2005.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Director and Chairman
Board of Directors
HEALTHSOUTH Corporation
