NON-DISCLOSURE AND RELEASE

 

                                                                   EXHIBIT 10.20

                                    CROSS
                            NON-COMPETE, NON-HIRE,
                          NON-DISCLOSURE AND RELEASE
                                  AGREEMENT

        This Non-Compete, Non-Hire, Non-Disclosure and Release Agreement (the
"Agreement") is made and entered into as of this 22nd day of September, 1994,
by and between RehabCare Corporation, a Delaware corporation having its
principal place of business at 7733 Forsyth Boulevard, Suite 1700, St. Louis,
Missouri 63105 ("RehabCare"), and David W. Cross, residing at 10 Lindworth
Drive, Ladue, Missouri 63124 ("Cross").

                                   RECITALS

        A.      Contemporaneous with the execution of this Agreement, RehabCare
and Cross and two other investors each are purchasing a twenty-five percent
(25%) ownership interest in Transitional Care of America, Inc., a Delaware
corporation ("TCA"), pursuant to the terms and conditions of a Subscription
Agreement, Transition Agreement and a Stockholders' Agreement dated as of even
date herewith.

        B.      Cross currently serves as the Executive Vice President and
Chief Development Officer of RehabCare pursuant to an Employment Agreement by
and between RehabCare and Cross dated November 1, 1993, (the "Employment
Agreement"), which contains certain binding non-compete, non-solicitation,
non-hire and non-disclosure covenants.

        C.      As of the Transition Date (as defined in the Transition
Agreement), Cross desires to voluntarily terminate his employment with
RehabCare, with the consent of RehabCare, to serve as Chief Executive Officer
of TCA.

        D.      RehabCare is willing to release Cross from his Employment
Agreement and the binding covenants contained therein, provided that Cross
enters into new non-compete, non-hire and confidentiality covenants with
RehabCare, as set forth herein.

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:

                                  ARTICLE I
                                 DEFINITIONS

        1.1     "PROPRIETARY INFORMATION" includes without limitation, any
trade secrets or confidential technology, proprietary information, customer
lists, lists of employees, mailing lists, details of contracts, pricing
policies, operational methods, marketing plans, product development plans,
research and development programs and plans, business acquisition plans,
internal memoranda, notes, records, transcripts, contracts and other documents
or files relating to RehabCare Business, knowledge belonging to or relating to
the business, sales, financial

condition, products or other activities or affairs of RehabCare, other
confidential information, and any matter or thing ascertained by Cross through
Cross' association with RehabCare, which has been treated as proprietary and
confidential by RehabCare and which is not otherwise in the public domain, the
use or disclosure of which matter or thing might reasonably be construed to be
contrary to the best interests of RehabCare. 

                1.2     "RESTRICTED AREA" means the geographical area within
(i) the fifty states of the United States and (ii) the United States'
territories and possessions, and (iii) each foreign country, possession or
territory in which RehabCare or an affiliate of RehabCare may be engaged in
business. 

                1.3     "RESTRICTED PERIOD" means with respect to Cross, the
period commencing on the date this Agreement is executed and ending on the
earlier of (i) November 1, 1996, (ii) the date on which there is a Sale of
Control of TCA. Notwithstanding the foregoing, if the first venture round of
financing (as defined in Section 2(b) of the Stockholders' Agreement) has not
been consummated by March 31, 1995 and, if after such date, TCA gives notice to
all TCA stockholders of its abandonment of efforts to raise such financing,
Restricted Period means one year from the date of such notice. 

                1.4     "SALE OF CONTROL" means: (i) any consolidation or
merger of TCA with another corporation or entity or the sale or exchange by the
stockholders or the public offering of TCA's securities and as a result of such
consolidation, merger, sale, exchange or public offering less than fifty
percent (50%) of the outstanding voting securities of the surviving or
resulting corporation or entity shall be owned in the aggregate by the
stockholders of TCA, other than affiliates (within the meaning of the Securities
Exchange Act of 1934, as amended) of the party or parties to such
consolidation, merger, sale or exchange (other than TCA) as the same shall
have existed immediately prior to such consolidation, merger, sale, exchange or
offering; or (ii) any sale, lease, exchange or other transfer (in one
transaction or in a series of related transactions) of all, or substantially
all, of the assets of TCA. 

                1.5     "STOCKHOLDERS' AGREEMENT" means that certain
Stockholders' Agreement by and among TCA, RehabCare, Cross and the other
investors as of even date herewith which sets forth the rights and obligations
of TCA stockholders. 

                1.6     "SUBSCRIPTION AGREEMENT" means that certain
Subscription Agreement by and among TCA, RehabCare, Cross and the other
investors as of even date herewith which outlines the terms and conditions of
the initial purchase of TCA stock by RehabCare, Cross and the other investors. 

                1.7     "TRANSITION AGREEMENT" means that certain Transition
Agreement by and between RehabCare, TCA, Cross and John R. Lewis as of even
date herewith which outlines the transition of Cross and John R. Lewis to TCA
and the ongoing arrangement between TCA and RehabCare after such transition. 

                                      -2-

                                   ARTICLE II
                           ACKNOWLEDGEMENTS OF CROSS

                2.1     REHABCARE BUSINESS. The current business of RehabCare
for the purposes of this Agreement is the operation and management of inpatient
and outpatient rehabilitation programs and hospital-based skilled nursing
facilities (inpatient and outpatient rehabilitation programs and hospital-based
skilled nursing facilities are hereinafter referred to as the "RehabCare
Business"). 

                2.2     REHABCARE EMPLOYEES AND CONTRACTORS. Cross acknowledges
that RehabCare has expended and will continue to expend substantial time, 
effort and money in training its staff in the operation of RehabCare Business. 

                2.3     REHABCARE INDUCEMENT TO ENTER INTO AGREEMENTS. Cross 
acknowledges that RehabCare has stated that it is entering into the 
Subscription Agreement, the Stockholders' Agreement, the Transition Agreement 
and this Agreement and is releasing Cross from his Employment Agreement in part 
because of the covenants and assurances made by Cross in this Agreement, 
including without limitation the non-compete, non-hire and the non-disclosure
covenants set forth in Article III hereof. 

                2.4     IRREPARABLE HARM TO REHABCARE. Cross acknowledges that
the non-compete, non-hire and non-disclosure covenants contained in Article III
hereof from Cross to RehabCare are essential to ensure the continued success of
RehabCare Business, and that RehabCare may sustain irreparable harm and damage 
in the event that Cross violates any of said covenants. 
                                        
                                  ARTICLE III
                        COVENANTS OF CROSS AND REHABCARE

                3.1     NON-COMPETITION COVENANT. Cross covenants and agrees
that he shall not, nor shall he cause TCA to, directly or indirectly, during the
Restricted Period and within the Restricted Area:

                        (a)     own, manage, operate, control, participate in 
                the management or control of, or be employed by, or act as the
                agent for, lend his name to or initiate, maintain or continue
                any interest whatsoever in any enterprise in direct competition
                with the RehabCare Business except that in the first six months
                of operation by TCA of a "long-term care hospital" (as the terms
                is defined in Section 3.1(c) of this Agreement) and prior to its
                qualification for an exemption from the Medicare Prospective
                Payment System as a long-term hospital in accordance with the
                applicable Health Care Financing Administration provisions, TCA
                may operate as an acute care rehabilitation hospital provided
                that if such hospital is located within a radius of 10 miles
                from an existing acute care rehabilitation unit operated by
                RehabCare, TCA may only accept patients meeting both of the
                following criteria: (i) the patient is anticipated to be
                admitted for a 

                                      -3-

        period of 25 days or more, and (ii) the patient is anticipated          
        to need less than three hours of physical or occupational therapy per
        day during such period, except that a beneficial ownership interest of
        less than five percent (5%) in any publicly traded company shall not
        violate this Section 3.1(a).

                (b)  advance TCA's business interests with a then-existing 
        vendor, customer, representative or other person having a business 
        relationship with RehabCare by recommending, suggesting or assisting 
        such vendor, customer, representative or other person in the
        termination or diminishment of its business relationship with RehabCare.

                (c)  own, manage, operate, participate in the management or 
        control of, or be employed by, or act as the  agent for, lend
        his or its name to or initiate, maintain or continue any interest
        whatsoever in any enterprise other than TCA which is involved in the
        ownership of, operation of, or the provision of contract management
        services to "long-term care hospitals," defined as hospitals or
        hospitals within hospitals that are formed and operated to be exempt
        from the Medicare Prospective Payment System in accordance with the
        Health Care Financing Administration provisions for long-term care
        hospitals, as such provisions may be amended from time to time, except
        that a beneficial ownership interest of less than five percent (5%) in
        any publicly traded company shall not violate this Section 3.1(c).

                
        If the first venture round of financing (as defined in Section 2(b) of
the Stockholders' Agreement) has not been consummated by March 31, 1995 and, if
after such date, TCA gives notice to all TCA stockholders of its abandonment of
efforts to raise such financing, then for a period of one (1) year from the date
of such notice, RehabCare agrees to pay Cross his then current base salary with
TCA (whether pursuant to an employment agreement or otherwise) in consideration
of Cross' covenants and agreements pursuant to this Section 3.1.

        3.2     NON-SOLICITATION AND NON-HIRE COVENANT.  Cross covenants and
agrees that he shall not, nor shall he cause TCA to, during the Restricted
Period, directly or indirectly through the efforts of persons acting by or
through TCA or any other entity:

                (a)     solicit or encourage any employee or independent
        contractor of RehabCare, or any person who was an employee or
        independent contractor of RehabCare at any time within the preceding
        twelve month period, to leave his or her employment or engagement with
        RehabCare; or

        
                (b)     hire any employee or independent contractor of
        RehabCare, or any person who was an employee or independent contractor
        of RehabCare at any time within the twelve month period preceding the
        initial solicitation or hire by or on behalf of Cross and/or TCA without
        the prior written permission of the President and Chief Executive
        Officer of RehabCare.

                                     -4-

        Notwithstanding the foregoing, TCA shall have the right to solicit,
encourage or hire any person who terminated his employment or engagement with
RehabCare prior to the date of this Agreement, and to engage an independent
contractor of RehabCare in a given community, with RehabCare's prior written
approval, if the services or the skills offered by such independent contractor
are unique or otherwise unavailable in such community.

        3.3     NON-DISCLOSURE COVENANT.  Cross covenants and agrees that:

                (a)     Cross shall keep confidential and not use or disclose 
        to others, except as expressly consented to in writing by RehabCare, or
        as required by law to be disclosed, any Proprietary Information of
        RehabCare;

                (b)     All Proprietary Information made or compiled by Cross
        or made available to him concerning RehabCare business at any time 
        shall be the property of RehabCare;

                (c)     Cross shall not take, retain or remove from the
        premises of RehabCare in any manner any Proprietary Information of any
        kind; and

                (d)     All copyrights, Proprietary Information, trademarks and
        trade names developed or conceived by Cross during the term of his 
        Employment Agreement are the property of RehabCare and shall have been
        disclosed and, if applicable, assigned to RehabCare.

        3.4     DURATION OF COVENANTS.  The covenants set forth in Section 3.1
and 3.2 shall expire upon the earlier of (i) the date the Restricted Period
expires or (ii) the date on which the Subscription Agreement, the Stockholders'
Agreement or the Transition Agreement is breached or otherwise terminates, and
the duration of the covenant set forth in Section 3.3 shall be perpetual and
shall survive expiration of the Restricted Period and the termination or
expiration of any of the Stockholders' Agreement, Subscription Agreement or
Transition Agreement.

        3.5     MUTUAL RELEASE BY CROSS AND REHABCARE.  In consideration of the
covenants and agreements set forth in this Agreement, the Subscription
Agreement, the Transition Agreement and the Stockholders' Agreement, Cross
agrees that, effective as of the date of this Agreement, he voluntarily
terminates his employment with RehabCare without cause against RehabCare and
hereby releases and holds RehabCare harmless against any and all actions,
claims and demands for damages or other payments by Cross arising on or before
the date hereof in connection with the voluntary termination of Cross'
employment with RehabCare and Cross' Employment Agreement, except for (i) those
payments that are specifically required under Cross' Employment Agreement in
the event of a voluntary termination of employment by Cross without cause
against RehabCare (in particular, the provisions of Section 9(e)(ii) of such
Employment Agreement) and (ii) the continuation of medical benefits at the
levels in effect as of the Transition Date through June 30, 1995, the cost of
the employer portion of which shall be paid by RehabCare.  Likewise, in
consideration of the covenants and agreements set forth in this Agreement, the
Subscription Agreement, the Transition Agreement and the Stockholders'

                                     -5-

Agreement, RehabCare agrees that, effective as of the date of this Agreement,
it accepts Cross' voluntary termination of his employment with RehabCare without
cause against RehabCare and hereby releases and holds Cross harmless against
any and all actions, claims and demands for damages or other payments by
RehabCare arising on or before the date hereof in connection with the voluntary
termination of Cross' employment with RehabCare.  Cross and RehabCare mutually
agree that Cross' Employment Agreement with RehabCare is terminated as of the
date hereof except to the extent of the payments due thereunder to Cross with
regard to his voluntary termination of employment without cause against
RehabCare (in particular, the provisions of Section 9(e)(ii) of such Employment
Agreement).

                                  ARTICLE IV
                 RIGHTS AND REMEDIES UPON BREACH OF COVENANTS

        4.1     REHABCARE RIGHTS GENERALLY.  Upon a breach by Cross of any of
the provisions of this Agreement, RehabCare shall have the rights and remedies
described in Sections 4.2 and 4.3 below, each of which shall be independent of
the other and severally enforceable and all of which shall be in addition to
and not in lieu of any other rights and remedies available to RehabCare at law
or in equity.

        4.2     INJUNCTIVE RELIEF.  In addition to any other rights and
remedies available to RehabCare at law or in equity, RehabCare shall have the
right and remedy to have the provisions of this Agreement specifically enforced
by any court of competent jurisdiction, it being acknowledged and agreed by
Cross that:

                (a)     the scope of the provisions of this Agreement are
        reasonable in light of Cross' relationship to RehabCare and the 
        confidential and Proprietary Information to which Cross has had access
        and in the future will have access;

                (b)     any breach of this Agreement by Cross may cause
        irreparable injury to RehabCare and that any damages will not provide
        adequate remedy to RehabCare; and

                (c)     compliance with the provisions set forth in this 
        Agreement will not be an unreasonable hardship on Cross or deprive him
        of a means of livelihood.

        4.3     DAMAGES.  In addition to any other rights and remedies 
available to RehabCare at law or in equity, RehabCare shall have the right and
remedy to require Cross to account for and pay over to RehabCare all
compensation, profits, money, accruals, increments or other benefits derived or
received by Cross as a result of any transactions constituting a breach by
Cross of Section 3.3 of this Agreement.

                                     -6-

                                  ARTICLE V
                                MISCELLANEOUS

        5.1     NOTICES.  Any notice or other communication required or
permitted to be given to any party hereunder shall be in writing and shall be
delivered personally, or by facsimile copy, or sent by certified, registered or
express mail, postage prepaid, and shall be deemed given when so delivered
personally, or when receipt is acknowledged if by facsimile copy, or two
business days after the date of mailing if mailed, to the address of such party
set forth above (or to such other address as any party may from time to time
specify in writing pursuant to the notice provision hereof).
        
        5.2     SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the
benefit of and be binding upon RehabCare and its successors and assigns, and
Cross and his heirs and personal representatives, but Cross' rights and
obligations hereunder are personal to him and shall not be subject to voluntary
or involuntary alienation, assignment or transfer.

        5.3     GOVERNING LAW.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Missouri, determined
without reference to its choice of law rules.
        
        5.4     ENTIRE AGREEMENT.  This Agreement, taken together with the
Stockholders' Agreement, Subscription Agreement and Transition Agreement and
the other documents and instruments executed pursuant thereto to which Cross is
a party, constitute the entire agreement between Cross and RehabCare with regard
to the subject matter hereof, and supersedes and revokes contracts, agreements
and/or understandings between Cross and RehabCare relative thereto.  This
Agreement was negotiated between Cross and RehabCare and Cross has consulted
counsel in connection herewith.

        5.5     WAIVERS AND AMENDMENTS.  This Agreement may be amended,
modified, superseded, cancelled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by
RehabCare and Cross or, in the case of a waiver, by the party waiving
compliance.  No delay on the part of RehabCare or its Board of Directors in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of RehabCare or its Board of
Directors of any right, power or privilege hereunder, or any single or partial
exercise of any right, power or privilege hereunder, preclude any other or
further exercise thereof  or the exercise of any other right, power or
privilege hereunder.  The rights and remedies herein provided are cumulative
and are not exclusive of any rights or remedies that RehabCare may otherwise
have at law or in equity.

        5.6     SEVERABILITY.  The parties acknowledge that the laws and public
policies of the various states of the United States might differ as to the
validity and enforceability of the covenants contained in Article III of this
Agreement.  It is the intention of the parties that the activities of Cross be
restricted only to the extent necessary for the protection of the legitimate
business interests of RehabCare, that the provisions of Article III shall, to
the fullest extent permissible under the law and public policy, be enforced by
the courts of each state and jurisdiction in which enforcement is sought, and
that the unenforceability (or the modification 

                                     -7-

necessary to conform the covenants contained in Article III with such law and
public policy) of any part of Article III shall not be deemed to render
unenforceable any other part of Article III.  Accordingly, if any part of
Article III shall be adjudicated to be invalid or unenforceable in any action
or proceeding in which Cross or his heirs or personal representatives, and
RehabCare or its successors or assigns, are parties, whether in its entirety or
as modified as to duration, territory or otherwise, then such part shall be
deemed amended, as the case may be, in order to render the remainder of Article
III valid and enforceable.  Any such deletion or amendment shall apply only
where the court rendering the same has jurisdiction.  In addition, the validity
or unenforceability of any particular provision of this Agreement shall not
affect the other provisions hereof, and this Agreement shall be construed in 
all respects as if such invalid or unenforceable provision were omitted.

        5.7 COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.

        5.8  HEADINGS.  The headings in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.

        IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed effective as of the day and year first above written.

                                        REHABCARE CORPORATION   

                
                                        By:  JAMES M. USDAN
                                             -------------------------------
                                             JAMES M. USDAN, PRESIDENT AND
                                             CHIEF EXECUTIVE OFFICER

                                        "CROSS"

                                        DAVID W. CROSS
                                        -----------------------------------
                                        DAVID W. CROSS

                                     -8- 

Basic Info:

Name: NON-DISCLOSURE AND RELEASE
Type: Non-disclosure and Release
Date: July 25, 1996
Company: INTENSIVA HEALTHCARE CORP
State: Delaware

Other info:

Date:

  • 22nd day of September , 1994
  • November 1 , 1993
  • November 1 , 1996
  • March 31 , 1995
  • June 30 , 1995

Organization:

  • 7733 Forsyth Boulevard
  • Transitional Care of America , Inc.
  • Sale of Control of TCA
  • Health Care Financing Administration
  • Cross ' Employment Agreement
  • Cross of Section
  • Board of Directors

Location:

  • St. Louis
  • Ladue
  • Delaware
  • Cross
  • State of Missouri
  • United States

Person:

  • John R. Lewis
  • JAMES M. USDAN
  • DAVID W. CROSS

Percent:

  • twenty-five percent
  • 25 %
  • fifty percent 50 %
  • five percent 5 %