AMENDMENT 2 TO SELECT MEDICAL HOLDINGS CORPORATION 2016 EQUITY INCENTIVE PLAN Pursuant to the authority reserved to it in Section 9.1 of the Select Medical Holdings Corporation 2016 Equity Incentive Plan (as amended to d

SELECT MEDICAL HOLDINGS CORPORATION

2016 EQUITY INCENTIVE PLAN

Pursuant to the authority reserved to it in Section 9.1 of the Select Medical Holdings Corporation 2016 Equity Incentive Plan (as amended to date, the Plan ), the Board of Directors of Select Medical Holdings Corporation (the Board ) hereby amends the Plan as follows, effective January 4, 2019:

1. Subsection (g) of Section 6.1 of the Plan is hereby amended and restated in its entirety to read as follows:

(g) Minimum Vesting Requirements. Each Award Agreement with respect to an Option shall specify the time or times at which the Option may become vested and such other vesting conditions applicable to the Option as may be determined by the Committee, provided that no portion of the Option may become vested prior to the first anniversary of the date of grant of the Option or at the rate of more than 25% per year, subject to any accelerated vesting permitted under Article 7.

2. Subsection (e) of Section 6.2 of the Plan is hereby amended and restated in its entirety to read as follows:

(e) Minimum Vesting Requirements. Each Award Agreement with respect to a SAR shall specify the time or times at which the SAR may become vested and such other vesting conditions applicable to the SAR as may be determined by the Committee, provided that no portion of the SAR may become vested prior to the first anniversary of the date of grant of the SAR or at the rate of more than 25% per year, subject to any accelerated vesting permitted under Article 7.

To record the adoption of this Amendment 2 to the Plan, the Board has caused its authorized officer to execute this Amendment 2 this 4th day of January, 2019.