MARINER HEALTH CARE INC
EMPLOYMENT AGREEMENT BETWEEN JOHN M. NOTERMANN
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>g77872exv10w6.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT BETWEEN JOHN M. NOTERMANN
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement"), dated as of May 13, 2002,
is between John M. Notermann (the "Executive") and Mariner Health Care
Management Company, a Delaware corporation (the "Company").

         WHEREAS, the Company has employed the Executive as SVP, Corporate
Development and wishes to redefine the terms of the Executive's employment with
the Company and the Executive desires to accept such employment, for the term
and upon the other conditions hereinafter set forth; and

         WHEREAS, as a condition of entering into this Agreement, the Executive
agrees to waive the Executive's rights, if any, against the Company and any
predecessor company or any affiliate of the foregoing under any employment
agreement between the Executive and the Company or any such predecessor company
or affiliate; and

         WHEREAS, the parties desire to enter into this Agreement setting forth
the terms and conditions of the employment relationship of the Executive with
the Company;

         NOW, THEREFORE, the parties agree as follows:

         1.       Employment. This Agreement shall constitute a binding
agreement between the parties as of the date hereof (the "Effective Date").

         2.       Term. Subject to the provisions of Section 10 of this
Agreement, this Agreement shall commence on the Effective Date and shall
continue until the third anniversary of the Effective Date (the "Term");
provided, however, that commencing on the first day following the third
anniversary of the Effective Date and on each anniversary thereafter (each an
"Extension Date"), the Term shall be automatically extended for an additional
one-year period, unless the Company or the Executive provides the other party
hereto ninety (90) days prior written notice before the next Extension Date that
the Term shall not be so extended; and provided, further, that notwithstanding
anything else herein contained, in the event of a Change of Control, the Term
shall not end prior to the first anniversary of such Change of Control and
shall, to the extent necessary, be automatically extended for such period.

         3.       Position. During the Term, the Executive shall serve as SVP,
Corporate Development of the Company or in such other executive position in the
Company as the Executive shall approve.

         4.       Duties and Reporting Relationship. During the Term, the
Executive shall, on a full time basis, use the Executive's skills and render
services to the best of the Executive's abilities in supervising and conducting
the operations of the Company and shall not engage in any other business
activities except with the prior written approval of the Board of Directors of
the Company (the "Board") or its duly authorized designee. The Executive shall
also perform such other executive and administrative duties (not


<PAGE>

inconsistent with the position of SVP, Corporate Development) as the Executive
may reasonably be expected to be capable of performing on behalf of the Company,
as may from time to time be authorized or directed by the Board or the Chief
Executive Officer. The Executive agrees to be employed by the Company in all
such capacities for the Term, subject to all the covenants and conditions
hereinafter set forth.

         5.       Salary and Annual Bonus.

                  (a)      Base Salary. The Executive's base salary hereunder
         shall be $235,000 a year, payable no less frequently than monthly and
         prorated for any partial year of employment. The Board shall review
         such base salary at least annually and may increase, but not decease,
         such base salary as it may deem advisable.

                  (b)      Annual Bonus. The Company shall provide the Executive
         with an opportunity to earn upon achievement of target performance
         goals, an annual bonus equal to fifty percent (50%) of the Executive's
         base salary (the "Target Bonus").

         6.       Vacation, Holidays and Sick Leave. During the Term, the
Executive shall be entitled to paid vacation, paid holidays and sick leave in
accordance with the Company's standard policies for its senior executive
officers.

         7.       Business Expenses. The Executive shall be reimbursed for all
ordinary and necessary business expenses incurred by the Executive in connection
with the Executive's employment upon timely submission by the Executive of
receipts and other documentation as required by the Internal Revenue Code and in
conformance with the Company's normal procedures.

         8.       Pension and Welfare Benefits. During the Term, the Executive
shall be eligible to participate fully in all health benefits, insurance
programs, pension and retirement plans and other employee benefit and
compensation arrangements, as in effect from time to time, available to senior
executive officers of the Company generally.

         9.       Stock Options On the Effective Date, the Company shall cause
Mariner Health Care, Inc. (the "Parent") to grant to the Executive, pursuant to
the terms of the Mariner Health Care, Inc. 2002 Stock Incentive Plan (the "2002
Plan"), options to purchase 40,000 shares of common stock of the Parent, all of
which shall have such terms and be subject to such conditions as are set forth
in the form of Stock Option Agreement promulgated under the 2002 Plan.
Thereafter, the Board of Directors of the Parent or the Compensation Committee
thereof, may grant to the Executive such other and additional awards under the
2002 Plan as may from time to time be deemed appropriate.


<PAGE>

         10.      Termination of Employment.

                  (a)      General. The Executive's employment hereunder may be
         terminated without any breach of this Agreement only under the
         following circumstances.

                  (b)      Death or Disability.

                           (i)      The Executive's employment hereunder shall
                  automatically terminate upon the death of the Executive.

                           (ii)     If, as a result of the Executive's
                  incapacity due to physical or mental illness, the Executive is
                  unable to perform the essential functions of his or her job
                  for one hundred eighty (180) days (whether or not consecutive)
                  during any period of eighteen (18) consecutive months, and no
                  reasonable accommodation can be made that will allow Executive
                  to perform his or her essential functions, the Company may
                  terminate the Executive's employment hereunder for any such
                  incapacity (a "Disability").

                  (c)      Termination by the Company. The Company may terminate
         the Executive's employment hereunder at any time, whether or not for
         Cause. For purposes of this Agreement, "Cause" shall mean (i) continued
         failure by the Executive to substantially perform the duties
         contemplated by Section 4 hereof, which failure is not remedied within
         twenty (20) days after a written notice of such failure is delivered to
         the Executive by the Company, which notice identifies with
         particularity the manner in which the Company believes that the
         Executive has failed to perform his duties under Section 4 of this
         Agreement; (ii) the conviction (after exhausting all appeals) of the
         Executive of, or the entering of a plea of nolo contendere by, the
         Executive with respect to a felony (iii) Executive's willful
         malfeasance or willful misconduct in connection with Executive's duties
         hereunder or any willful act or willful omission which is materially
         injurious to the financial condition or business reputation of the
         Company or any significant subsidiary; or (iv) Executive's breach of
         the provisions of Section 14 of this Agreement.

                  Action or inaction by Executive shall not be considered
         "willful" unless done or omitted by Executive intentionally and without
         Executive's reasonable belief that Executive's action or inaction was
         in the best interests of the Company, and shall not include failure to
         act by reason of total or partial incapacity due to physical or mental
         illness.

                  (d)      Termination by the Executive. The Executive shall be
         entitled to terminate his or her employment hereunder (A) upon sixty
         (60) days' prior written notice, for Good Reason or (B) if his or her
         health should become impaired to an extent that makes his or her
         continued performance of his or her duties hereunder


<PAGE>

         hazardous to his or her physical or mental health, provided that the
         Executive shall have furnished the Company with a written statement
         from a qualified doctor to such effect and provided, further, that, at
         the Company's request, the Executive shall submit to an examination by
         a doctor selected by the Company and such doctor shall have concurred
         in the conclusion of the Executive's doctor.

                  For purposes of this Agreement, "Good Reason" shall mean any
         one of the following acts by the Company, or failures by the Company to
         act, occurring during a Potential Change of Control or on or within one
         year following a Change of Control, unless, in the case of any act or
         failure to act described below, such act or failure to act is corrected
         prior to the Date of Termination specified in the Notice of Termination
         given in respect thereof:

                           (i)      any material diminution in the Executive's
                  authorities or responsibilities (including reporting
                  responsibilities) or from his or her title or position without
                  the Executive's express written consent to accept any such
                  change; the assignment to him or her of any duties or work
                  responsibilities which are inconsistent with such status,
                  title, position or work responsibilities; or any removal of
                  the Executive from, or failure to reappoint or reelect him or
                  her to any of such positions, except if any such changes are
                  because of Disability, resignation, death or termination by
                  the Company with Cause;

                           (ii)     the relocation of the Executive's office at
                  which the Executive is to perform the Executive's duties, to a
                  location more than fifty (50) miles from the location at which
                  the Executive previously performed the Executive's duties,
                  except for required travel on the Company's business to an
                  extent substantially consistent with the Executive's business
                  travel obligations prior to the Effective Date;

                           (iii)    the failure by the Company to continue to
                  provide the Executive with benefits substantially similar in
                  value to the Executive in the aggregate to those enjoyed by
                  the Executive under any of the Company's pension, life
                  insurance, medical, health and accident, or disability plans
                  in which the Executive was participating immediately prior to
                  the Effective Date, unless the Executive participates after
                  the Effective Date in employee benefit plans generally
                  available to senior executives of the Company;

                           (iv)     without the Executive's express written
                  consent, any failure by the Company to comply with any
                  material provision of this Agreement, which failure has not
                  been cured within twenty (20) days after notice of such
                  noncompliance has been given by the Executive to the Company;

                           (v)      the failure of the Company to have the right
                  through management agreements to manage the operations of at
                  least seventy


<PAGE>

                  (70%) percent of the facilities operated by the operating
                  subsidiaries of Mariner Health Care, Inc. unless the
                  Executive's authority, duties and responsibilities over such
                  operations remain undiminished through other means; or

                           (vi)     any purported termination of the Executive's
                  employment which is not effected pursuant to a Notice of
                  Termination satisfying the requirements of Section 10(f)
                  below; for purposes of this Agreement, no such purported
                  termination shall be effective.

         The Executive's continued employment for ninety (90) days following any
         act or failure to act constituting Good Reason hereunder without the
         delivery of a Notice of Termination shall constitute consent to, and a
         waiver of rights with respect to, such act or failure to act.

                  (e)      Voluntary Resignation. Should the Executive wish to
         resign from his or her position with the Company or terminate his or
         her employment for other than Good Reason during the Term, the
         Executive shall give sixty (60) days written notice to the Company
         ("Notice Period"), specifying the date as of which his or her
         resignation is to become effective. During the Notice Period, the
         Executive shall cooperate fully with the Company in achieving a smooth
         transition of the Executive's duties and responsibilities to such
         person(s) as may be designated by the Company. The Company reserves the
         right to accelerate the Date of Termination by giving the Executive
         prior written notice

                  (f)      Notice of Termination. Any purported termination of
         the Executive's employment by the Company or by the Executive shall be
         communicated by written Notice of Termination to the other party hereto
         in accordance with Section 17. "Notice of Termination" shall mean a
         notice that shall indicate the specific termination provision in this
         Agreement relied upon and shall set forth in reasonable detail the
         facts and circumstances claimed to provide a basis for termination of
         the Executive's employment under the provision so indicated.

                  (g)      Date of Termination. "Date of Termination" shall mean
         (i) if the Executive's employment is terminated because of death, the
         date of the Executive's death, (ii) if the Executive's employment is
         terminated for Disability or termination by the Company for Cause, the
         date Notice of Termination is given, (iii) if the Executive's
         employment is terminated pursuant to Subsection (d) or (e) hereof or
         for any other reason (other than death, Disability or by the Company
         for Cause), the date specified in the Notice of Termination which shall
         not be less than sixty (60) days from the date such Notice of
         Termination is given.

                  (h)      Change in Control. For purposes of this Agreement, a
         Change in Control of the Company shall have occurred if:


<PAGE>

                           (i)      any "Person" (as defined in Section 3(a)(9)
                  of the Securities Exchange Act of 1934 (the "Exchange Act") as
                  modified and used in Sections 13(d) and 14(d) of the Exchange
                  Act) other than (1) Mariner Health Care, Inc. (the "Parent"),
                  the Company or any of its subsidiaries, (2) any trustee or
                  other fiduciary holding securities under an employee benefit
                  plan of the Parent or any of its subsidiaries, (3) an
                  underwriter temporarily holding securities pursuant to an
                  offering of such securities, (4) any corporation owned,
                  directly or indirectly, by the stockholders of the Parent in
                  substantially the same proportions as their ownership of the
                  Parent's common stock) or (5) any of Oaktree Capital
                  Management, LLC, Goldman Sachs Credit Partners, LP, Foothill
                  Partners, LP, Highland Capital Management, LP or their
                  respective affiliates (each a "Bank Permitted Holder" and (1)
                  through (5), collectively, the "Permitted Holders"), is or
                  becomes the "beneficial owner" (as defined in Rule 13d-3 under
                  the Exchange Act), directly or indirectly, of securities of
                  the Parent representing more than 25% of the combined voting
                  power of the Parent's then outstanding voting securities;

                           (ii)     during any period of not more than two (2)
                  consecutive years, not including any period prior to the
                  Effective Date, individuals who at the beginning of such
                  period constitute the Board of Directors of the Parent (the
                  "Parent Board"), and any new director (other than a director
                  designated by a person who has entered into an agreement with
                  the Parent to effect a transaction described in clause (i),
                  (iii), or (iv) of this Section 10(h)) whose election by the
                  Parent Board or nomination for election by the Parent's
                  stockholders was approved by a vote of at least a majority of
                  the directors then still in office who either were directors
                  at the beginning of the period or whose election or nomination
                  for election was previously so approved, cease for any reason
                  to constitute at least a majority thereof;

                           (iii)    the consummation of a merger or
                  consolidation of the Parent with any other corporation, other
                  than (A) a merger or consolidation which would result in the
                  voting securities of the Parent outstanding immediately prior
                  thereto continuing to represent (either by remaining
                  outstanding or by being converted into voting securities of
                  the surviving or parent entity) 50% or more of the combined
                  voting power of the voting securities of the Parent or such
                  surviving or parent entity outstanding immediately after such
                  merger or consolidation or (B) a merger or consolidation in
                  which no persons (other than the Permitted Holders) acquire
                  25% or more of the combined voting power of the Parent's or
                  such surviving or parent entity's then outstanding securities;

                           (iv)     the consummation of a plan of complete
                  liquidation of the Parent or an agreement for the sale or
                  disposition by the Parent of at least a majority of the assets
                  of the Parent and its operating subsidiaries, taken


<PAGE>

                  as a whole (or any transaction having a similar effect) or the
                  Board, the Board of Directors of the Parent or the Board of
                  Directors of one or more of its subsidiaries approve the
                  entering into of an agreement with one or more unrelated third
                  parties under which such one or more unrelated third parties
                  are given the power to control the management or operations of
                  at least a majority of the assets of the Parent and its
                  subsidiaries, taken as a whole;

                           (v)      the Parent fails to own outstanding
                  securities of the Company representing at least 51% of the
                  voting power and value of the Company; or

                           (vi)     in the event of the occurrence of a
                  Potential Change of Control described in Section 11(f)(5) or
                  (6), the subsequent occurrence at any time thereafter of any
                  of the following events:

                                    (A)      the consummation of a merger or
                           consolidation of the Company, Parent or any of their
                           respective affiliates with any other Competitive
                           Business (as defined in Section 14 hereof) having
                           gross revenues in excess of 50% of the gross revenues
                           of the Parent and following such merger or
                           consolidation, a Bank Permitted Holder whose
                           acquisition of securities triggered a Potential
                           Change of Control pursuant to Section 11(f)(5) or (6)
                           hereof, owns at least 25% of the outstanding voting
                           securities of the entity resulting from such
                           combination; or

                                    (B)      the acquisition by the Company,
                           Parent or their affiliates of substantially all of
                           the assets or securities of any Competitive Business
                           (as defined in Section 14 hereof) having gross
                           revenues in excess of 50% of the gross revenues of
                           Parent and (i) in the case of an acquisition of
                           securities, the securities acquired represent more
                           than 50% of the combined voting power of the
                           Competitive Business's then outstanding voting
                           securities and (ii) following such acquisition, a
                           Bank Permitted Holder whose acquisition of securities
                           triggered a Potential Change of Control pursuant to
                           Section 11(f)(5) or (6) hereof, owns at least 25% of
                           the outstanding voting securities of the Company or
                           Parent.

         11.      Compensation During Disability; Death or Upon Termination.
Notwithstanding any other provision of this Agreement, the provisions of this
Section 11 shall exclusively govern Executive's rights upon termination of
employment with the Company and its affiliates.

                  (a)      During any period that the Executive fails to perform
         his or her duties hereunder as a result of incapacity due to a
         Disability ("Disability Period"), the Executive shall continue to
         receive his or her base salary at the rate then in effect for such
         period until his or her employment is terminated pursuant to


<PAGE>

         Section 10(b)(ii) hereof, provided that payments so made to the
         Executive during the Disability Period shall be reduced by the sum of
         the amounts, if any, payable to the Executive with respect to such
         period under disability benefit plans of the Company or under the
         Social Security disability insurance program, and which amounts were
         not previously applied to reduce any such payment.

                  (b)      If the Executive's employment is terminated by his or
         her death or Disability, the Company shall pay (i) any base salary due
         to the Executive under Section 5(a) through the date of such
         termination and (ii) an amount equal to the Target Bonus he or she
         would have received for the fiscal year that ends on or immediately
         after the Date of Termination, assuming the Company achieved the target
         level for which a bonus is paid under the plan described in Section
         5(b), prorated for the period beginning on the first day of the fiscal
         year in which occurs the Date of Termination through the Date of
         Termination.

                  (c)      If the Executive's employment is terminated by the
         Company for Cause or by the Executive for other than Good Reason, the
         Company shall pay the Executive his or her base salary through the Date
         of Termination at the rate in effect at the time Notice of Termination
         is given, and the Company shall have no further obligations to the
         Executive under this Agreement. Notwithstanding the foregoing, in the
         event the Executive terminates his employment for other than Good
         Reason, the Company, at its sole option and its sole discretion and at
         any time within thirty (30) days of the Termination Date, may cause
         Executive to be obligated to comply with the covenants contained in
         Section 14(c)(ii) hereof for a period of one (1) year following the
         Date of Termination by giving notice to the Executive at any time
         within thirty (30) days of the Date of Termination of its intent to
         exercise the option herein described and by continuing to pay the
         Executive the Executive's base salary in effect as of the date the
         Notice of Termination is given for a period of one (1) year from the
         Date of Termination; provided further however, that the Company may
         cease such payments in the event that the Executive violates the
         provisions of Section 14 hereof during such one year period (provided,
         however, that such cessation shall not relieve the Executive of his or
         her obligations under Section 14 hereof).

                  (d)      If within one (1) year following a Change in Control
         the Company terminates the Executive's employment without Cause, or the
         Executive terminates his or her employment for Good Reason, then

                           (i)      the Company shall pay the Executive his or
                  her base salary through the Date of Termination at the rate in
                  effect at the time Notice of Termination is given and all
                  other unpaid amounts, if any, to which the Executive is
                  entitled as of the Date of Termination under any compensation
                  plan or program of the Company, at the time such payments are
                  due;


<PAGE>

                           (ii)     in lieu of any further salary payments to
                  the Executive for periods subsequent to the Date of
                  Termination, the Company shall pay as liquidated damages to
                  the Executive an aggregate amount equal to the product of (A)
                  the sum of (1) the Executive's base salary at the rate in
                  effect of the Date of Termination and (2) the greater of (I)
                  the average of the annual bonuses actually paid to the
                  Executive by the Company with respect to the two (2) fiscal
                  years which immediately precede the year in which the Date of
                  Termination occurs (provided if there was a bonus paid to the
                  Executive with respect only to one fiscal year that
                  immediately precedes the year in which the Date of Termination
                  occurs, then such single year's bonus shall be utilized in the
                  calculation pursuant to this subclause (I)) and (II) the bonus
                  the Executive would earn based on the target level of bonus
                  applicable for the year of termination and (B) the number one
                  and one-half (1.5);

                           (iii)    the Company shall pay the Executive an
                  amount equal to the prorated Target Bonus that would have been
                  paid for the period beginning on the first day of the fiscal
                  year in which the Date of Termination occurs;

                           (iv)     the Company shall continue coverage for the
                  Executive, on the same terms and conditions as would be
                  applicable if the Executive were an active Employee, under the
                  Company's life insurance, medical, health and similar welfare
                  benefit plans (other then group disability benefits) for a
                  period of twenty-four (24) months. Benefits otherwise
                  receivable by the Executive pursuant to this Section 11(d)(iv)
                  shall be reduced to the extent comparable benefits are
                  actually received by the Executive from a subsequent employer
                  during the period during which the Company is required to
                  provide such benefits, and the Executive shall report to the
                  Company any such benefits actually received by him or her;

                           (v)      all options, shares of restricted stock,
                  performance shares and any other equity based awards shall be
                  and become fully vested as of the Date of Termination; and

                           (vi)     the payments provided for in this Section
                  11(d) (other than Section 11(d)(iv)) shall be made not later
                  than the thirtieth (30th) day following the Date of
                  Termination.

                  (e)      Except as provided in Subsection (f) hereof, if
         either prior to or following the first anniversary of a Change of
         Control, the Company terminates the Executive's employment without
         Cause, then

                           (i)      the Company shall pay the Executive his or
                  her base salary through the Date of Termination at the rate in
                  effect at the time Notice of Termination is given and all
                  other unpaid amounts, if any, to which the


<PAGE>

                  Executive is entitled as of the Date of Termination under any
                  compensation plan or program of the Company, at the time such
                  payments are due;

                           (ii)     subject to the Executive's continued
                  compliance with Section 14 of this Agreement, in lieu of any
                  further salary payments to the Executive for periods
                  subsequent to the Date of Termination, the Executive shall,
                  for a period of one and one-half (1 1/2) years from the Date
                  of Termination (the "Severance Period"), be entitled to
                  continued payment of the Executive's base salary at the rate
                  in effect as of the Date of Termination; provided, however,
                  that in the event that the Executive engages in a Competitive
                  Business, provides services for pay (including, without
                  limitation, deferred compensation, equity awards or other
                  property) to a Competitive Business or obtains a financial
                  interest in a Competitive Business from the date Executive's
                  employment hereunder is terminated until the end of the
                  Severance Period, the Executive shall no longer be entitled to
                  any further payments of Executive's base salary;

                           (iii)    the Company shall pay the Executive his or
                  her Target Bonus prorated for the period beginning on the
                  first day of the fiscal year in which occurs the Date of
                  Termination through the Date of Termination;

                           (iv)     the Company shall continue coverage for the
                  Executive, on the same terms and conditions as would be
                  applicable if the Executive were an active employee, under the
                  Company's life insurance, medical, health, and similar welfare
                  benefit plans (other then group disability) for a period not
                  to exceed the number of months the Executive will be paid
                  under Section 11(e)(ii) beginning on the Date of Termination;
                  and

                           (v)      benefits otherwise receivable by the
                  Executive pursuant to clause (iv) of this Section 11(e) shall
                  be reduced to the extent comparable benefits are actually
                  received by the Executive from a subsequent employer during
                  the period which the Company is required to provide such
                  benefits, and the Executive shall report to the Company any
                  such benefits actually received by him or her.

                  (f)      If during the Term, the Company (i) terminates the
         Executive's employment other than for Cause, or the Executive
         terminates his or her employment for Good Reason and (ii) the Date of
         Termination occurs during the pendency of a Potential Change of
         Control, and if a Change of Control occurs before the expiration of the
         pendency of the Potential Change of Control during which the Date of
         Termination occurred, the Executive shall be entitled to upon such
         Change of Control to:

                           (i)      the cash payments that would have been made
                  under Section 11(d) hereof as if the Date of Termination had
                  occurred


<PAGE>

                  immediately on the date of the Change of Control, reduced by
                  any other severance, salary continuation or similar payments
                  previously made to the Executive under Section 11(e) hereof or
                  otherwise, if any;

                           (ii)     benefit continuation provided for under
                  Section 11(d) in excess of the benefit continuation to which
                  he was otherwise entitled; and

                           (iii)    if such termination results in a forfeiture
                  of any of the Executive's stock options awards under any of
                  the Company's plans, a cash payment equal to the difference
                  between the exercise price of such stock options and the value
                  of the Company's stock subject to such options immediately
                  prior to such Change of Control.

                  The payments provided for in this Section 11(f) shall be made
         not later than the thirtieth (30th) day following the date of the
         Change of Control.

                  As used in this Subsection (f), a "Potential Change of
         Control" shall be deemed to have occurred if:

                           (1)      the commencement of a tender or exchange
                  offer by any third person (other than a tender or exchange
                  offer which, if consummated, would not result in a Change of
                  Control) for twenty percent (20%) or more of the then
                  outstanding shares of common stock or combined voting power of
                  the Parent's then outstanding voting securities;

                           (2)      the execution of an agreement by the Parent
                  or Company, the consummation of which would result in the
                  occurrence of a Change of Control;

                           (3)      the public announcement by any person
                  (including the Parent or Company) of an intention to take or
                  to consider taking actions which if consummated would
                  constitute a Change of Control other than through a contested
                  election for directors of the Parent;

                           (4)      the adoption by the Board, as a result of
                  other circumstances, including circumstances similar or
                  related to the foregoing, of a resolution to the effect that,
                  for purposes of this Agreement, a Potential Change of Control
                  has occurred; or

                           (5)      the acquisition by a Bank Permitted Holder
                  of securities of the Company or Parent representing more than
                  30% of the combined voting power of the Company's or Parent's
                  then outstanding voting securities; or

                           (6)      the consummation of a merger or
                  consolidation of the Company or Parent with any other
                  corporation which is not a Change of Control, but in which a
                  Bank Permitted Holder acquires 30% or more of


<PAGE>

                  the combined voting power of the Company's, Parent's or such
                  surviving entity's then outstanding securities.

          A Potential Change of Control will be deemed to be pending from the
          occurrence of the event giving rise to the Potential Change of Control
          until the earlier of the first anniversary thereof or the date the
          Board of Directors of the Company determines in good faith that such
          events will not result in the occurrence of a Change of Control.
          Notwithstanding the foregoing, a Potential Change of Control described
          in Subsections (5) or (6) hereof will not end earlier than two (2)
          years from the occurrence of the event giving rise to the Potential
          Change of Control. It is understood and expressly agreed that a
          Potential Change of Control described in Subsections (5) and (6)
          hereof will be applicable and given effect only if such Potential
          Change of Control is followed by an event described in Section
          10(h)(vi) hereof.

                  (g)      If the Executive shall terminate his or her
         employment under clause (B) of Section 10(d) or under Section 10(e)
         hereof, the Company shall pay the Executive his or her base salary
         through the Date of Termination at the rate in effect at the time
         Notice of Termination is given, and the Company shall have no further
         obligations to the Executive under this Agreement.

                  (h)      The Executive shall not be required to mitigate the
         amount of any payment provided for in this Section 11 by seeking other
         employment or otherwise, and, except as provided in Sections 11(e)
         hereof, the amount of any payment or benefit provided for in this
         Section 11 shall not be reduced by any compensation earned by the
         Executive as the result of employment by another employer or by
         retirement benefits.

                  (i)      Release. Prior to making any payment pursuant to
         Sections 11(e)(ii) and 11(e)(iii), the Company shall have the right to
         require the Executive to sign, and the Executive hereby agrees to sign,
         an agreement to be bound by the terms of Section 14 of this Agreement
         and a waiver of all claims the Executive may have (including any claims
         under the Age Discrimination in Employment Act), and the Company may
         withhold payment of such amount until the period during which the
         Executive may revoke such waiver (normally seven days) has elapsed.

         12.      Representations and Covenants.

                  (a)      The Company represents and warrants that this
         Agreement has been authorized by all necessary corporate action of the
         Company and is a valid and binding agreement of the Company enforceable
         against it in accordance with its terms.

                  (b)      The Executive represents and warrants that he or she
         is not a party to any agreement or instrument which would prevent him
         or her from entering


<PAGE>

         into or performing his or her duties in any way under this Agreement.
         The Executive agrees and covenants that he or she will obtain, and
         submit to, such physical examinations as may be necessary to facilitate
         the Company obtaining an insurance policy for its benefit insuring the
         life of the Executive.

         13.      Successors: Binding Agreement.

                  (a)      This Agreement shall not be assignable by Executive.
         This Agreement may be assigned by the Company to a person or entity
         which is an affiliate or a successor in interest to substantially all
         of the business operations of the Company.

                  (b)      This Agreement is a personal contract and the rights
         and interests of the Executive hereunder may not be sold, transferred,
         assigned, pledged, encumbered, or hypothecated by him or her, except as
         otherwise expressly permitted by the provisions of this Agreement. This
         Agreement shall inure to the benefit of and be enforceable by the
         Executive and his or her personal or legal representatives, executors,
         administrators, successors, heirs, distributees, devisees and legatees.
         If the Executive should die while any amount would still be payable to
         him or her hereunder had the Executive continued to live, all such
         amounts, unless otherwise provided herein, shall be paid in accordance
         with the terms of this Agreement to his or her devisee, legatee or
         other designee or, if there is no such designee, to his or her estate.


<PAGE>

         14.      Confidentiality and Non-Competition Covenants.

                  (a)      Executive will not (whether during or after
         Executive's employment with the Company) disclose, retain, or use for
         Executive's own benefit, purposes or account or the benefit, purposes
         or account of any other person, firm, partnership, joint venture,
         association, corporation or other business organization, entity or
         enterprise other than the Company and any of its subsidiaries or
         affiliates, any trade secrets, Company know-how, software developments,
         inventions, formulae, technology, designs and drawings or other works
         of authorship, or any Company property or confidential information
         relating to research, operations, finances, current and proposed
         products and services, vendors, customers, advertising, costs,
         marketing, trading, investment, sales activities, promotion,
         manufacturing processes, or the business and affairs of the Company
         generally, or of any subsidiary or affiliate of the Company
         ("Confidential Information") without the written authorization of the
         Board; provided that the foregoing obligation (i) shall not apply to
         information which is not unique to the Company or which is generally
         known to the industry or the public other than as a result of
         Executive's breach of this covenant or the wrongful acts of others who
         were under confidentiality obligations to the Company as to the item or
         items involved and (ii) shall survive the termination of Executive's
         employment for a period of three years with respect to Confidential
         Information that does not qualify as a trade secret and, with respect
         to trade secrets, for so long as the information qualifies as a trade
         secret. Executive agrees that upon termination of Executive's
         employment with the Company for any reason, he will return to the
         Company immediately all memoranda, books, papers, plans, information,
         letters and other data, and all copies thereof or therefrom, in any way
         relating to the business of the Company, its affiliates and
         subsidiaries, except that he may retain only those portions of personal
         notes, notebooks and diaries that do not contain Confidential
         Information of the type described in the preceding sentence. Executive
         further agrees that he will not retain or use for Executive's own
         benefit, purposes or account or the benefit, purposes or account of any
         other person, firm, partnership, joint venture, association,
         corporation or other business designation, entity or enterprise, other
         than the Company and any of its subsidiaries or affiliates, at any time
         any trade names, trademark, service mark, other proprietary business
         designation, patent, or other intellectual property used or owned in
         connection with the business of the Company or its affiliates.


<PAGE>

                  (b)      The Executive covenants and agrees that any
         Confidential Information, including any confidential or proprietary
         materials, ideas, discoveries, inventions, techniques or programs
         developed or discovered by the Executive in connection with the
         performance of his duties hereunder shall remain the sole and exclusive
         property of the Company and Executive hereby assigns all of his right,
         title and interest in and to any such Confidential Information.

                  (c)      Executive acknowledges and recognizes the highly
         competitive nature of the businesses of the Company and its affiliates
         and accordingly agrees as follows:

                           (i)      During the Term and, for a period of two (2)
                  years following the date Executive ceases to be employed by
                  the Company for any reason (the "Restricted Period"),
                  Executive will not, whether on Executive's own behalf or on
                  behalf of or in conjunction with any person, company, business
                  entity or other organization whatsoever, directly or
                  indirectly solicit or assist in soliciting in competition with
                  the Company, the business of any client or prospective client:

                                    (A)      with whom Executive had personal
                           contact or dealings on behalf of the Company during
                           the one (1) year period preceding Executive's
                           termination of employment; or

                                    (B)      with whom employees reporting
                           directly to Executive have had personal contact or
                           dealings on behalf of the Company during the one year
                           immediately preceding the Executive's termination of
                           employment;

                           (ii)     During the Term and if the Company exercises
                  its option under Section 11(c) hereof, for a period of one (1)
                  year following the date the Executive ceases to be employed by
                  the Company due to the Executive's resignation without Good
                  Reason, Executive will not directly or indirectly:

                                    (A)      engage in a capacity that involves
                           duties and responsibilities similar to those duties
                           and responsibilities performed by Executive on behalf
                           of the Company or its subsidiaries, in any business
                           that competes with the business of the Company or its
                           subsidiaries in any geographical area that is within
                           15 miles of any geographical area where the Company
                           or its subsidiaries provide their products or
                           services (a "Competitive Business");


<PAGE>

                                    (B)      acquire a financial interest in any
                           Competitive Business, as an individual, partner,
                           shareholder, officer, director, principal, agent,
                           trustee or consultant; or

                                    (C)      interfere with, or attempt to
                           interfere with, business relationships (whether
                           formed before, on or after the date of this
                           Agreement) between the Company or any of its
                           affiliates and customers, clients, suppliers or
                           investors.

                           (iii)    Notwithstanding anything to the contrary in
                  this Agreement, Executive may, directly or indirectly own,
                  solely as an investment, securities of any person engaged in
                  the business of the Company or its affiliates which are
                  publicly traded on a national or regional stock exchange or on
                  the over-the-counter market if Executive (i) is not a
                  controlling person of, or a member of a group which controls,
                  such person and (ii) does not, directly or indirectly, own 5%
                  or more of any class of securities of such person.

                           (iv)     During the Restricted Period, Executive will
                  not, whether on Executive's own behalf or on behalf of or in
                  conjunction with any person, company, business entity or other
                  organization whatsoever, directly or indirectly:

                                    (A)      solicit or encourage any employee
                           (other than employees below the administrator level)
                           of the Company or its affiliates to leave the
                           employment of the Company or its affiliates; or

                                    (B)      hire any such employee who was
                           employed by the Company or its affiliates as of the
                           date of Executive's termination of employment with
                           the Company or who left the employment of the Company
                           or its affiliates coincident with, or within one year
                           prior to or after, the termination of Executive's
                           employment with the Company.


<PAGE>

                  (d)      It is expressly understood and agreed that although
         Executive and the Company consider the restrictions contained in this
         Section 14 to be reasonable, if a final judicial determination is made
         by a court of competent jurisdiction that the time or territory or any
         other restriction contained in this Agreement is an unenforceable
         restriction against Executive, the provisions of this Agreement shall
         not be rendered void but shall be deemed amended to apply as to such
         maximum time and territory and to such maximum extent as such court may
         judicially determine or indicate to be enforceable. Alternatively, if
         any court of competent jurisdiction finds that any restriction
         contained in this Agreement is unenforceable, and such restriction
         cannot be amended so as to make it enforceable, such finding shall not
         affect the enforceability of any of the other restrictions contained
         herein.

                  (e)      Executive acknowledges and agrees that the Company's
         remedies at law for a breach or threatened breach of any of the
         provisions of Section 14 would be inadequate and the Company would
         suffer irreparable damages as a result of such breach or threatened
         breach. In recognition of this fact, Executive agrees that, in the
         event of such a breach or threatened breach, in addition to any
         remedies at law, the Company, without posting any bond, shall be
         entitled to cease making any payments or providing any benefit
         otherwise required by this Agreement and obtain equitable relief in the
         form of specific performance, temporary restraining order, temporary or
         permanent injunction or any other equitable remedy which may then be
         available.

         15.      Entire Agreement. This Agreement contains all the
understandings between the parties hereto pertaining to the matters referred to
herein, and on the Effective Date shall supersede all undertakings and
agreements, whether oral or in writing, previously entered into by them with
respect thereto. The Executive represents that, in executing this Agreement, he
or she does not rely and has not relied upon any representation or statement not
set forth herein made by the Company with regard to the subject matter, bases or
effect of this Agreement or otherwise.

         16.      Amendment or Modification. Waiver. No provision of this
Agreement may be amended or waived unless such amendment or waiver is agreed to
in writing, signed by the Executive and by a duly authorized officer of the
Company. No waiver by any party hereto of any breach by another party hereto of
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of a similar or dissimilar condition or provision at
the same time, any prior time or any subsequent time.

         17.      Notices. Any notice to be given hereunder shall be in writing
and shall be deemed given when delivered personally, sent by courier or telecopy
or registered or certified mail, postage prepaid, return receipt requested,
addressed to the party concerned at the address indicated below or to such other
address as such party may subsequently give notice of hereunder in writing:


<PAGE>

                  To Executive at:
                                          --------------------------------------
                                          --------------------------------------
                                          --------------------------------------
                                          --------------------------------------

                  To the Company at:      Mariner Health Care Management Company
                                          One Ravinia Drive, Suite 1500
                                          Atlanta, Georgia 30346
                                          Attn: General Counsel

                  Any notice delivered personally or by courier under this
Section 17 shall be deemed given on the date delivered and any notice sent by
telecopy or registered or certified mail, postage prepaid, return receipt
requested, shall be deemed given on the date telecopied or mailed.

         18.      Severability. If any provision of this Agreement or the
application of any such provision to any party or circumstances shall be
determined by any court of competent jurisdiction to be invalid and
unenforceable to any extent, the remainder of this Agreement or the application
of such provision to such person or circumstances other than those to which it
is so determined to be invalid and unenforceable, shall not be affected thereby,
and each provision hereof shall be validated and shall be enforced to the
fullest extent permitted by law.

         19.      Survivorship. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.

         20.      Governing Law: This Agreement will be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to its conflicts of laws principles.

         21.      Dispute Resolution. The Executive and the Company shall not
initiate legal proceedings relating in any way to this Agreement or to the
Executive's employment or termination from employment with the Company until
thirty (30) days after the party against whom the claim is made ("respondent")
receives written notice from the claiming party of the specific nature of any
purported claims and the amount of any purported damages attributable to each
such claim. The Executive and the Company further agree that if respondent
submits the claiming party's claim to the CPR Institute for Dispute Resolution,
JAMS/Endispute, or other local dispute resolution service for nonbinding
mediation prior to the expiration of such thirty (30) day period, the claiming
party may not institute arbitration or other legal proceedings against
respondent until the earlier of: (a) the completion of good-faith mediation
efforts or (b) 90 days after the date on which the respondent received written
notice of the claimant's claim(s); provided, however, that nothing in this
Section 21 shall prohibit the Company from pursuing injunctive or other
equitable relief against the Executive prior to, contemporaneous with,


<PAGE>

or subsequent to invoking or participating in these dispute resolution
processes. The Company shall pay the cost of the mediator.

         22.      Headings. All descriptive headings of sections and paragraphs
in this Agreement are intended solely for convenience, and no provision of this
Agreement is to be construed by reference to the heading of any section or
paragraph.

         23.      Withholdings. All payments to the Executive under this
Agreement shall be reduced by all applicable withholding required by federal,
state or local tax laws.

         24.      Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

         25.      Release of Prior Employment Agreement. The Executive hereby
releases the Company and any predecessor company (including Mariner Post-Acute
Network, Inc., GranCare, Inc., Living Centers of America, Inc. and Paragon
Health Network, Inc.) from all obligations under any employment agreement
entered into by the Executive and the Company, including any obligation to pay
severance or other post-termination benefits, which shall be upon the execution
hereof terminated and of no further force or effect; provided, however, that in
no event shall this release affect the Executive's rights under any grant or
award under any stock option or stock award plans of the Company and any
predecessor company (including Mariner Post-Acute Network, Inc., GranCare, Inc.,
Living Centers of America, Inc. and Paragon Health Network, Inc.).


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written.

                                      MARINER HEALTH CARE MANAGEMENT COMPANY


                                      BY:
                                         ---------------------------------------
                                      NAME:
                                           -------------------------------------
                                      TITLE:
                                            ------------------------------------


                                      EXECUTIVE

                                      ------------------------------------------


<PAGE>

                      UNCONDITIONAL GUARANTY OF PERFORMANCE

         Mariner Health Care, Inc., a Delaware corporation, does hereby
guarantee the prompt performance of all obligations of the Company under this
Agreement and the payment of all amounts owed to the Executive under Section 11
of this Agreement.



                                      MARINER HEALTH CARE, INC.

           BY:
              ------------------------------------------

           TITLE
                ----------------------------------------

</TEXT>
</DOCUMENT>
