kstalmack-employmentagre






                                                             Confidential                         EMPLOYMENT AGREEMENT         THIS EMPLOYMENT AGREEMENT (“Agreement”), is entered into as of  August 8, 2019, by and between THE PROVIDENCE SERVICE CORPORATION, a  Delaware corporation, with its principal office located at 1275 Peachtree Street, 6th  Floor, Atlanta, GA 30309, its successors and assigns (hereinafter collectively referred to  as the “Company”), LOGISTICARE SOLUTIONS, LLC, a Delaware limited liability  company with its principal office located at 1275 Peachtree Street NE, 6th Floor, Atlanta,  Georgia 30309 (“LogistiCare”), a wholly owned subsidiary of the Company, and  Kathryn M. Stalmack, an individual residing at 4170 E. Linden Lane, Greenwood  Village, CO 80121 (“Employee”).                               BACKGROUND         WHEREAS, the parties hereto desire to memorialize the terms of Employee’s  employment with the Company and LogistiCare.         NOW, THEREFORE, in consideration of the facts, mutual promises, and  covenants set forth herein and intending to be legally bound hereby, the parties agree as  follows:         1.    Employment and Term.  Employee shall be employed by the Company  and LogistiCare and such employment shall have a term (the “Term”) commencing as of  August 19, 2019 (the “Commencement Date”) and, if not previously terminated in  accordance with the terms of this Agreement, ending on December 31, 2021. The parties  may agree in writing to extend the Term, subject to the consent requirements of Section  9(g).  Employee’s employment may continue following the Term, but only on an at-will  basis unless otherwise agreed by the parties in writing in accordance with Section 9(g).   Employee’s employment shall be subject in all respects to the terms and conditions set  forth in this Agreement, as well as to all of the policies and rules of the Company and  LogistiCare that are binding on their respective executive employees generally.           2.    Office and Duties.               (a)   Position.  Subject to Section 9(g), during the Term, Employee shall  serve as Senior Vice President, General Counsel & Corporate Secretary (“GC”) of the  Company and shall report directly to the Chief Executive Officer of the Company (the  “CEO”), and be subject to the CEO’s supervision, control and direction.  In this capacity,  if requested by the CEO, Employee shall serve as an officer of LogistiCare or any of the  Company’s other Affiliates (as hereinafter defined).                 (b)   Duties/Reporting.  In Employee’s capacity as GC, Employee shall  have such authority, perform such duties, discharge such responsibilities and render such     





 






    services as are designated from time to time by the CEO or the Board of Directors of the  Company (the “Board”).                 (c)   Diligence/Time and Attention.  While employed by the Company  and LogistiCare, Employee shall render Employee’s services diligently, faithfully and to  the best of Employee’s ability, and shall devote substantially all of Employee’s working  time, energy, skill and best efforts to the performance of Employee’s duties hereunder, in  a manner that will further the business and interests of the Company and LogistiCare.               (d)   Office.  During the Term, the principal place of Employee’s  employment shall be at LogistiCare’s Atlanta, Georgia headquarters where Employee  shall be present for at least 10 business days per month, subject to customary business  travel for LogistiCare’s (including the Company’s) business.  Employee acknowledges  that she will be required to travel on business of LogistiCare and the Company.  During  the Term, if required by the Employee, the Company will provide an apartment and  related expenses in Atlanta, at a monthly gross cost to the Company not exceeding  $4,000, for the exclusive use by her and her family.  In the event that the Board  determines, in its sole discretion, that the performance of Employee’s duties require that  she be physically present in the Atlanta headquarters on a full-time basis, (i) upon written  notice to Employee of such determination, Employee may attempt to rebut this  determination during a 60 day period (i.e., to demonstrate to the Board she is able to  adequately perform her duties while being present at the Atlanta headquarters for 10  business days per month) and (ii) if following such 60 day period, Employee has not  cured her performance (i.e., the Board determines that she cannot perform her duties  without being present at the Atlanta headquarters on a full-time basis), the Board, in its  sole discretion, may require Employee to relocate to Atlanta, Georgia and such relocation  will not constitute Good Reason.               (e)   Other Activities.  While employed by the Company and  LogistiCare, Employee shall not be engaged in any business activity which, in the  reasonable judgment of the CEO or the Board, conflicts with Employee’s duties  hereunder, whether or not such activity is in breach of Section 7 or pursued for pecuniary  advantage.         3.    Compensation.               (a)   Base Salary.  In consideration of the services rendered by  Employee to the Company and LogistiCare during the Term, Employee shall receive an  annual base salary of no less than Three Hundred Seventy-Five Thousand Dollars  ($375,000) (“Base Salary”), payable in equal periodic installments in accordance with  LogistiCare’s regular payroll practices in effect from time to time.                                                        2 





 






                          (b)   Bonus Plans / Incentive Compensation Programs.                 (i)   Annual Bonus.  Beginning in the 2020 calendar year, and  for each year during the Term, Employee shall be eligible to be paid a short-term  annual bonus (the “Bonus”) equal to seventy-five percent (75%) of her Base  Salary upon achievement of one hundred percent (100%) of the performance  targets (including personal KPIs for consideration that are communicated to  Employee) established by the Board’s Compensation Committee for each  applicable performance period, and, in the Board’s Compensation Committee’s  discretion upon achievement of maximum performance, up to one hundred and  fifty percent (150%) of her Base Salary.  Employee shall not be entitled to any  Bonus in respect of the 2019 calendar year.         The actual amount of any Bonus paid to the Employee for any year shall  be determined in the good faith discretion of the Board’s Compensation  Committee based on its assessment of the actual performance against the goals  and conditions established for the year and, based on that assessment, no bonus  may be paid at all.  Unless otherwise specified in respect of a Bonus, the Bonus  shall be paid, net of any required withholdings, no later than June 30 of the year  following the year to which the Bonus relates.  Employee’s rights to receive the  Bonus in any year shall be contingent upon being employed by the Company and  LogistiCare on the date that payment of the Bonus is due, except as otherwise  expressly provided in this Agreement.               (ii)  Signing RSA Grant.  The Company will grant Employee,  on the next grant date of equity awards to other senior executives of the Company  and LogistiCare (provided Employee is then employed by the Company), the  equivalent of $250,000 in restricted stock units of Company common stock  (“RSUs”), with the number of shares determined by the closing price of a share of  the Company’s common stock on Nasdaq on the grant date, and these RSUs  vesting in equal installments of one-third annually on the first three anniversaries  following the Commencement Date, subject to Employee’s continued  employment on the relevant vesting date, beginning at the first anniversary of the  Commencement Date.  This grant of RSUs will be granted pursuant to, and  subject in all respects to the terms and conditions contained in, the Company’s  2006 Long-Term Incentive Plan and an applicable award agreement.               (iii) Future LTI Grants.  Beginning in the calendar year 2020,  and for each year during the term, Employee shall be eligible to receive annual  equity grants.  For the calendar year 2020, Employee’s grant date value shall be  equal to 100% of Employee’s Base Salary, comprised of a combination of options  to acquire Company common stock (determined on a Black-Scholes basis or other  valuation methodology applied by the Company) and RSUs or performance stock  units of the Company’s common stock (“PSUs”), in a long-term incentive                                 3 





 






          program in which other senior executives (including the CEO) of the Company        and/or LogistiCare participate at such time during the Term, under the terms and        conditions (including an applicable award agreement), and at a grant date,        approved by the Board’s Compensation Committee.                 (c)   Benefits.  During the Term, Employee shall be entitled to  participate in all fringe benefits, if any, as may be in effect from time to time that are  generally available to the Company’s and LogistiCare’s similarly-situated executive  officers, and such other fringe benefits as the Board’s Compensation Committee shall  deem appropriate, subject to eligibility requirements thereof (collectively, the  “Benefits”).               (d)   Vacation.  During the Term, Employee shall be entitled to the  number of paid vacation days in each calendar year as determined by the Board’s  Compensation Committee from time to time for the Company’s and LogistiCare’s senior  executive officers.  Vacation days which are not used during any calendar year may not  be accrued or carried over to the next year, nor shall Employee be entitled to  compensation for unused vacation days at any time.                 (e)   Business Expenses.  Without duplication of Section 2(d), during  Employee’s employment, the Company or LogistiCare shall pay or reimburse Employee  for all reasonable expenses incurred or paid by Employee in the performance of  Employee’s duties hereunder and to the extent consistent with the applicable policies of  the Company and LogistiCare as in effect from time to time (including, in some cases,  the requirement that certain expenses must be approved in advance), upon timely  presentation of expense statements or vouchers and such other information as the  Company or LogistiCare, as the case may be, shall reasonably require and in accordance  with the generally applicable policies and practices of the Company; provided that the  Company or LogistiCare may, at any time, further limit, or eliminate, Employee’s right to  incur such expenses.  Any reimbursement due hereunder shall be paid within ninety  (90) days after Employee submits the necessary documentation for reimbursement in  accordance with the generally applicable policies and practices of the Company and  LogistiCare.               (f)   Withholding.  All payments made pursuant to this Agreement,  including pursuant to Section 2(b), shall be subject to such withholding and other taxes  and amounts as the Company and LogistiCare may determine in their sole discretion to  be required by any applicable law or order or rule of any governmental agency or court.         4.    Representations of Employee.  Employee represents to the Company and  its LogistiCare that: (a) she has provided to the Company a copy of all contracts to which  she is a party containing restrictive covenants and to the best of her knowledge after  reasonable inquiry there are no restrictions, agreements or understandings whatsoever to  which Employee is a party that would prevent or impede, or make unlawful, Employee’s                                       4 





 






    execution of this Agreement or Employee’s employment with the Company or  LogistiCare, or to carry out Employee’s duties as an employee hereunder or otherwise on  behalf of the Company or LogistiCare; (b) Employee’s execution of this Agreement and  Employee’s employment shall not constitute a breach of any contract, agreement or  understanding, oral or written, to which Employee is a party, or by which Employee is  bound, based on the Business of the Company as in effect on the date hereof or any other  business that is anticipated to commence to the extent Employee was informed of such  business as of the date hereof; and (c) Employee is of full capacity, free and able to  execute this Agreement and to enter into this Agreement.  Employee also represents to  the Company and LogistiCare that there is no pending or, to Employee’s knowledge,  threatened litigation, proceeding or investigation, whether governmental or otherwise,  involving Employee with respect to allegations of sexual harassment, sexual misconduct  or other misconduct and there have been no reported complaints accusing Employee of  sexual harassment or sexual misconduct and there has been no settlement of, or payment  arising out of or related to, any litigation with respect to sexual harassment or sexual  misconduct by Employee.         5.    Termination.  This Agreement and Employee’s employment shall continue  during the Term and thereafter until terminated as provided herein.  Upon termination of  this Agreement and Employee’s employment, Employee shall be deemed to have  simultaneously resigned from any officer, director or other position in which she is  serving on behalf of the Company, LogistiCare or any other Affiliate.  The Company  shall be entitled to terminate Employee’s employment on behalf of LogistiCare.                (a)   Termination by the Company and LogistiCare for Cause.  The  Company and LogistiCare shall have the right, during the Term and thereafter, to  terminate this Agreement and Employee’s employment at any time for “Cause”, effective  immediately or as of a date specified by the Company in a notice of termination.  For  purposes of this Agreement, the term “Cause” shall mean the following as reasonably  determined solely by the Company:                     (i)   Employee commits fraud or theft against the Company or        any of its subsidiaries (including LogistiCare), affiliates, joint ventures and related        organizations, including any entity managed by the Company (collectively        referred to as “Affiliates”), or is indicted, convicted of, or pleads guilty or nolo        contendere to, either a felony, or to any crime involving fraud or moral turpitude;                      (ii)  In carrying out Employee’s duties hereunder, Employee        engages in conduct that constitutes gross neglect or willful misconduct and that        results, in either case, in material financial or reputational harm to the Company        or its Affiliates;                     (iii) Employee is found or held by any governmental agency or        any court or judicial body to be in violation of any federal, state or local law                                       5 





 






          relating to the administration or provision of healthcare services, or is the subject        of a regulatory order or ruling which provides that she is not permitted to be        employed or provide services to the Company or LogistiCare or is generally        prohibited from the administration or provision of healthcare services;                      (iv)  (A) Employee materially breaches any provision of this        Agreement (including but not limited to the restrictive covenants contained in        Section 7) or (B) breaches any fiduciary duty or duty of loyalty owed to the        Company, LogistiCare or any other Affiliate or the Company’s shareholders;                      (v)   Employee engages in any wrongful conduct which does or        which is reasonably likely to bring the Company, LogistiCare or any other        Affiliate into public disgrace or embarrassment, or which is reasonably likely to        cause one or more of its customers or clients to cease doing business with, or        materially reduce the amount of business with, the Company, LogistiCare or any        other Affiliate;                      (vi)  Employee repeatedly neglects or refuses to perform        Employee’s duties or responsibilities as directed in writing by the CEO, the        Board, or any committee established by the Board, or violates any express written        direction of any lawful rule, regulation or policy established by the Company,        LogistiCare, the Board, or any committee established by the Board or the CEO; or                     (vii) Employee commits any act or omission resulting in or        intended to result in direct material personal gain to Employee at the expense of        the Company, LogistiCare or any other Affiliate, or the customers of the        Company, LogistiCare or any other Affiliate.         Following written notice from the Company or the Board of grounds constituting  “Cause”, Employee shall be provided a single ten (10) business-day period to cure any  single instance of conduct or breach set forth in clause (iv)(A) or (vi), to the extent then  curable.  If timely cured, the instance of conduct or breach shall not constitute Cause  hereunder.           The determination as to whether “Cause” has occurred shall be made by the  Board.                 (b)   Termination upon Death/Termination upon Disability of  Employee.  Employee’s employment will terminate upon Employee’s death.  The  Company and LogistiCare shall have the right to terminate this Agreement and  Employee’s employment at any time upon the Disability of Employee (as determined by  the Company in its sole discretion).  The term, “Disability”, as used herein, means any  physical or mental illness, disability or incapacity which prevents Employee from  performing the essential functions of Employee’s duties hereunder, with or without                                       6 





 






    reasonable accommodations, for a period of not less than one hundred fifty  (150) consecutive days or for an aggregate of one hundred eighty (180) days during any  period of twelve (12) consecutive months.  Periods where Employee can perform the  essential functions of Employee’s job with a reasonable accommodation shall not be  included in the determination of a Disability hereunder.  During any period of Disability,  and to the maximum extent allowed by law, Employee agrees to submit to reasonable  medical examinations upon the reasonable request, and at the expense, of the Company  and LogistiCare, and agrees to release sufficient information to allow the Company and  LogistiCare to make informed decisions about whether or not a Disability exists.                 (c)   Termination Without Cause.  The Company and LogistiCare shall  have the right, during the Term and thereafter, to terminate this Agreement and  Employee’s employment at any time without Cause and/or without the occurrence of  Employee’s death or Disability by giving written notice which shall be effective on the  date specified in such notice of termination.               (d)   Termination by Employee.  If Employee shall desire to terminate  Employee’s employment for any reason, whether or not during the Term and whether or  not for Good Reason, Employee shall first give the Company or LogistiCare not less than  sixty (60) days prior written notice of termination (it being understood that Employee’s  resignation from the Company or LogistiCare shall be deemed resignation from both of  them); provided that if Employee gives notice of Good Reason, which is subsequently  cured within the prescribed cure period, such notice shall not constitute notice of  termination.  Upon a termination of Employee’s employment with the Company and  LogistiCare under this Section 5(d), the effective date of termination shall be the date set  forth in Employee’s resignation notice (assuming such date is in compliance with the  notice provisions of this Section 5(d)) or an earlier date as determined by the Company  after the Company’s receipt of such notice, in its sole discretion, but not earlier than the  date on which the Company learned of Employee’s decision to terminate Employee’s  employment.                 For purposes of this Agreement, “Good Reason” shall mean the  occurrence of any of the following that is not cured within thirty (30) days of Employee’s  written notice that the occurrence constitutes Good Reason: (i) a material reduction of  Employee’s position, duties, or responsibilities with the Company and LogistiCare,  including a requirement that the Employee report directly to any Person other than the  CEO or the Board, (ii) a reduction of Employee’s Base Salary provided in section 3(a) of  this Agreement, other than a reduction which is generally applicable to all executives of  the Company and LogistiCare, or (iii) a material breach by the Company or LogistiCare  of this Agreement; provided that (A) any resignation for Good Reason must be made  within sixty (60) days of the occurrence set forth in (i) – (iii) above and (B) any  resignation by Employee while the Company or LogistiCare has “Cause” for termination  of Employee shall be considered to be a resignation without Good Reason.  The                                       7 





 






    Employee shall not have the right to terminate her employment for Good Reason unless  the Employee actually terminates employment within ninety (90) days following receipt  of, and in accordance with, the Employee’s written notice.  Notwithstanding the  foregoing, in no event shall the mere occurrence of a Change in Control, the Company  ceasing to be a publicly traded company or LogistiCare merging or consolidating with the  Company, including in respect of any changes in duties or responsibilities resulting  directly from such change, be deemed to constitute “Good Reason”.                 (e)   Notice of Termination.  Any termination, except for death,  pursuant to this Section 5 shall be communicated by a Notice of Termination.  For  purposes of this Agreement, a “Notice of Termination” shall mean a written notice which  shall indicate those specific termination provisions in this Agreement relied upon and  which sets forth in reasonable detail the facts and circumstances claimed to provide a  basis for termination of Employee’s employment under the provisions so indicated.  The  Notice of Termination shall also set forth that Employee’s employment is terminated and  be delivered in accordance with the terms of this Agreement.                 (f)   Survival of Certain Provisions.  Notwithstanding anything to the  contrary set forth herein, Sections 7, 8 and 9 shall survive the end of the Term and/or the  termination of Employee’s employment for any reason, and shall remain in full force and  effect thereafter.         6.    Payments Upon Termination, Including Termination Following a Change  in Control.               (a)   Termination Without Cause or Resignation by Employee for Good  Reason During the Term.  If, during the Term, the Company or LogistiCare terminate  Employee’s employment other than for Cause and other than as a result of Employee’s  death or Disability, or Employee terminates employment for Good Reason, Employee  shall be entitled to receive (i) other than in respect of the 2019 calendar year, any Bonus  (if earned under the relevant performance criteria) relating to a fiscal year which was  completed before the effectiveness of such termination (payable as set forth in Section  3(b)), (ii) other than in respect of the 2019 calendar year, an amount equal to the Bonus  earned under the relevant performance criteria for the full fiscal year in which  Employee’s employment is terminated multiplied by the quotient of (A) the number of  days that have elapsed in such fiscal year on or prior to the date of termination divided by  (B) three hundred sixty-five (365), and (iii) twelve (12) months of the Employee’s Base  Salary in effect as of the date of effectiveness of such termination, payable in periodic  payments which correspond to LogistiCare’s regular payroll periods; provided that any  payments set out in clauses (i), (ii), and (iii) shall be net of appropriate tax and other  withholdings.  For the avoidance of doubt, nothing shall be payable under clause (i) of  the preceding sentence if Employee is terminated in calendar year 2020 (i.e., no bonus  shall be due for the completed 2019 calendar year), and nothing shall be payable under  clause (ii) of the preceding sentence if Employee is terminated during the 2019 calendar                                       8 





 






    year (i.e., no prorated bonus for any portion of the 2019 calendar year).  Notwithstanding  the foregoing, Employee’s rights to receive payments of such Bonus (if any) or Base  Salary shall be conditioned on (I) Employee’s execution and delivery to the Company,  within thirty (30) days following termination of employment, of a general release of all  claims relating to Employee’s employment and termination from employment (the  “General Release”) in a form provided by the Company (which General Release shall not  affect any rights Employee may have under COBRA, or any claims for indemnification  as an officer, director, or employee of the Company or LogistiCare, or any rights under  any then outstanding stock or other equity options or under any vested award previously  issued to Employee by the Company under any Company benefit plan), (II) Employee  not revoking such General Release during the seven (7) day period following its  execution, and (III) Employee not being in breach of the restrictive covenants at Section  7 of this Agreement.  Employee understands that if all of the conditions set forth in the  preceding sentence are not met, Employee shall not be entitled to a Bonus or any  payments of Base Salary relating to periods of time following the effective date of the  termination of Employee’s employment under this Section 6(a) or otherwise.  Employee  further understands that any amounts otherwise payable to Employee within thirty  (30) days after termination of employment shall be paid as soon as practicable thereafter,  subject to satisfaction of the conditions designated above.  Except for the payments set  forth in this Section 6(a), neither the Company nor LogistiCare shall have any further  obligations for payment or benefits to Employee in respect of her employment or under  this Agreement.  For the avoidance of doubt, Employee shall not be entitled to any  payments or benefits under this Section 6(a) or 6(d) in the event of non-renewal of this  Agreement, including any termination of her employment upon or following such non- renewal.  Upon Employee’s termination of employment under this Section 6(a) or 6(d),  the treatment of Employee’s then outstanding equity awards from the Company  (including the RSUs granted under Section 3(b)(ii) and the RSUs and PSUs granted  under Section 3(b)(iii) above) , if any, shall be determined by the equity plan under which  those equity awards were granted and the applicable award agreement.                 (b)   Termination for Cause; Resignation by Employee Without Good  Reason.  In the event (i) during the Term, Employee’s employment is terminated by the  Company and LogistiCare for Cause or Employee terminates Employee’s employment  without Good Reason, or (ii) following the Term, Employee’s employment is terminated  by the Company and LogistiCare with or without Cause or Employee terminates  Employee’s employment for or without Good Reason, all of Employee’s rights to Base  Salary, Benefits and Bonus, if any, shall immediately terminate as of the date of such  termination, except that Employee shall be entitled to any earned and unpaid portion of  Employee’s Base Salary and accrued Benefits up to the effective date of termination, less  all deductions or offsets for amounts owed by Employee to the Company, LogistiCare or  any other Affiliate.  In such an event, neither the Company nor LogistiCare shall have  any further obligations to Employee under this Agreement.  Without limiting the                                       9 





 






    foregoing, in such an event, Employee shall not be entitled to any Bonus, prorated or  otherwise.                 (c)   Termination Due to Death or Disability.  In the event Employee’s  employment is terminated at any time, whether or not during the Term, due to  Employee’s death or Disability, all of Employee’s rights to Employee’s Base Salary,  Benefits (except to the extent that any Benefits are expressly available following  termination of employment) and Bonus, if any, shall immediately terminate as of the  effective date of such termination, except that Employee (or, in the event that Employee’s  employment is terminated due to Employee’s death, Employee’s heirs, personal  representatives or estate) shall be entitled to any earned and unpaid portion of  Employee’s Base Salary, any Bonus (if earned under the relevant performance criteria  and for a relevant period following the 2019 calendar year) relating to a fiscal year which  was completed before Employee’s death or Disability and an amount equal to the Bonus  earned under the relevant performance criteria for the full fiscal year in which  Employee’s employment is terminated multiplied by the quotient of (i) the number of  days that have elapsed in such fiscal year on or prior to the date of termination divided by  (ii) three hundred sixty-five (365), and accrued Benefits up to the date of termination, in  each case less all deductions or offsets for amounts owed by Employee to the Company,  LogistiCare or any other Affiliate.  Neither the Company nor LogistiCare shall have any  further obligations to Employee under this Agreement.               (d)   Payment Upon Change in Control.  Notwithstanding any other  provision in this Agreement to the contrary, if a Change in Control (as defined in the  Company’s 2006 Long-Term Incentive Plan) shall occur during the Term, and after such  Change in Control but prior to the end of the Term, the Company and LogistiCare  terminate Employee’s employment without Cause or Employee terminates Employee’s  employment for Good Reason, Employee shall be entitled to (i) the amounts specified in  Section 6(a) payable, however, in a lump sum payment, immediately upon the effective  date of her termination of employment, (ii) a pro-rata portion of the average Bonus  previously paid to Employee during the Term (such payments shall be net of appropriate  tax and other withholdings) and (iii) all then outstanding unvested RSUs and PSUs  granted to Employee under Section 3(b)(ii) or (iii) shall immediately vest; it being  understood that for purposes of determining the amount due under clause (ii), no Bonus  shall be deemed paid for 2019.  A Change in Control will have no other effect on this  Agreement, which will remain in full force and effect.                 (e)   280G.  Notwithstanding anything to the contrary contained in this  Agreement or any other agreement between Employee and the Company, LogistiCare or  any other Affiliate, if any payment or benefit (including accelerated vesting of equity  awards) Employee would receive from the Company, LogistiCare or any of other  Affiliate, whether pursuant to this Agreement or otherwise, would constitute a “parachute  payment” (a “Parachute Payment”) under Section 280G of the Internal Revenue Code of                                       10 





 






    1986, as amended (the “Code”), then if reducing the amount of such payment or benefit,  in whole or in part, would result, after taking into account all applicable federal, state and  local employment taxes, income taxes and any excise tax that are, and that would  otherwise have been, payable, in Employee’s receipt of a greater net after-tax amount  than Employee would otherwise have received on a net-after basis had the payment or  benefit been made in full, then such payment or benefit shall be reduced to the amount  (the “Reduced Amount”) that results in Employee receiving the greatest net-after tax  amount from such payment or benefit, notwithstanding that all or some portion of the  payment or benefit may be subject to the excise tax.  If any payment or benefit is to be  reduced to the Reduced Amount, any reduction therein shall occur in the following order:  (A) cash payments shall be reduced first and in reverse chronological order such that the  cash payment owed on the latest date following the occurrence of the event triggering  such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of  stock options, RSUs and other equity awards (if any) shall be cancelled/reduced next and  in the reverse order of the date of grant for such stock awards; and (C) employee benefits  shall be reduced last and in reverse chronological order.               (f)   Recognition.  Employee recognizes and accepts that neither the  Company nor LogistiCare shall, in any case, be responsible for any additional amount,  severance pay, termination pay, severance obligation or other payments or damages  whatsoever arising from the termination of Employee’s employment, above and beyond  those specifically provided for herein.           7.    Restrictive Covenants.               (a)   Business of the Company.  The term “Business of the Company”,  as used in this Section 7, shall mean the provision and/or brokering by the Company or  its Affiliates of network management services to governmental agencies and provider  networks, non-emergency medical transportation, mobility management services, health  risk assessments, and any other business in which the Company or its Affiliates have  been or have taken active steps toward engaging in during Employee’s employment with  the Company, LogistiCare or any other Affiliate.                 (b)   Non-Competition.  During Employee’s employment with the  Company, LogistiCare or any of other Affiliate and, during the twelve (12) month period  after the termination of Employee’s employment for any reason, Employee will not, in  any capacity (including, but not limited to, owner, partner, member shareholder,  consultant, advisor, financier, agent, employee, officer, director, manager or otherwise),  directly or indirectly, for Employee’s own account or for the benefit of any natural  person, corporation, partnership, trust, estate, joint venture, sole proprietorship,  association, cooperative or other entity (any of the foregoing, a “Person”), establish,  engage in, finance, advise, work for, or be connected with, except as an employee of the  Company, LogistiCare or any other Affiliate, any business in competition with the  Business of the Company if such business competes with the Business of the Company or                                       11 





 






    any business in which the entities referenced in the “Business of the Company” definition  are preparing to conduct business or have conducted business during Employee’s  employment with the Company, LogistiCare or any of other Affiliate.  Notwithstanding  the foregoing, this Section 7(b) shall not prevent Employee from providing legal services  to any Person or entity, including the other provisions of this Section 7.                 (c)   Non-Solicitation/Non-Piracy.  During Employee’s employment  with the Company, LogistiCare or any other Affiliate and for a period of two (2) years  following a termination of Employee’s employment for any reason, Employee will not,  directly or indirectly, for Employee’s own account or for the benefit of any Person or  entity:                     (i)   solicit, service, supply or sell to, contact, or aid in the        solicitation, servicing, supplying or selling to any Person or entity which is or was        a customer, active prospective customer, client, prospective client, contractor,        subcontractor or supplier of the Company or any of its Affiliates with whom        Employee had business contact or about whom Employee learned or developed        confidential information within three (3) years prior to Employee’s termination of        employment (“Company Customers/Clients”), for the purpose of (A) selling        services or goods in competition with the Business of the Company; (B) inducing        Company Customers/Clients to cancel, transfer or cease doing business in whole        or in part with the Company or its Affiliates or (C) inducing Company        Customers/Clients to do business with any Person in competition with the        Business of the Company; or                     (ii)  solicit, aid in solicitation of, induce, contact for the purpose        of, encourage or in any way cause any employee of the Company or its Affiliates        to leave the employ of the Company or its Affiliates, hire any such person or        otherwise interfere with such employee’s relationship with the Company or its        Affiliates, except that general advertisements and internet or similar postings not        directed to any employees of the Company or its Affiliates and hiring any        employees who respond to such advertisements or postings shall not be deemed to        be breaches of the foregoing covenant.               (d)   Non-Disclosure.  Other than in furtherance of the business of the  Company or its Affiliates, in the ordinary course in Employee’s capacity as an employee  hereunder, Employee will not, at any time, except in accordance with the Company’s and  LogistiCare’s policies and procedures relating to confidential information, directly or  indirectly, disclose, communicate or divulge to any Person, or use for the benefit of any  Person, any secret, confidential or proprietary knowledge or information relating to the  Company or its Affiliates, including, but not limited to, customer and client lists,  customer and client accounts and information, patient information, prospective client,  customer, contractor, subcontractor and supplier lists, proposals and information,  services, techniques, methods of operation, pricing, costs, sales, sales strategies or                                       12 





 






    methods, marketing, marketing strategies or methods, products, product development,  research, know-how, trade secrets, inventions, policies, financial information, financial  condition, business strategies or plans or other information of the Company or its  Affiliates, which is not generally available to the public.  Upon the expiration or  termination of Employee’s employment with the Company and LogistiCare or on sooner  written request of the Company or LogistiCare, Employee shall immediately deliver to  the Company all memoranda, books, papers, letters and other data (whether in written  form or computer stored), and all copies of same, which were made by Employee or  came into Employee’s possession or under Employee’s control at any time prior to the  expiration or termination of Employee’s employment, and which in any way relate to the  business, assets or properties of the Company or any of its Affiliates as conducted or as  planned to be conducted by the Company or its Affiliates, and shall identify to the  Company and cooperate with the Company’s directions in removing any electronic  copies of such information from any non-Company digital storage devices, computers,  cloud and email storage and other similar repositories that Employee uses.         Notwithstanding anything in this Agreement to the contrary, except for  information that Employee is required to keep confidential as an attorney for the  Company and LogistiCare, this Agreement (including this Section 7(d) and Section 7(f)  hereof) does not prohibit Employee from providing truthful testimony or accurate  information in connection with any investigation being conducted into the business or  operations of the Company or its Affiliates by any government agency or other regulator  that is responsible for enforcing a law on behalf of the government or otherwise  providing information to the appropriate government regulatory agency or body  regarding conduct or action undertaken or omitted to be taken by the Company or its  Affiliate that Employee reasonably believes is illegal or in material non-compliance with  any financial disclosure or other regulatory requirement applicable to the Company or its  Affiliates.           Employee is hereby notified in accordance with the Federal Defend Trade Secrets  Act that Employee will not be held criminally or civilly liable under any federal or state  trade secret law for the disclosure of a trade secret that is made in confidence to a federal,  state, or local government official, either directly or indirectly, or to an attorney solely for  the purpose of reporting or investigating a suspected violation of law, or if the disclosure  of a trade secret is made in a complaint or other document that is filed under seal in a  lawsuit or other proceeding.  If Employee files a lawsuit for retaliation against the  Company or its Affiliate for reporting a suspected violation of law, Employee may  disclose the Company’s or its Affiliates’ trade secrets to her attorney and use the trade  secret information in the court proceeding if Employee files any document containing the  trade secret under seal and does not disclose the trade secret, except pursuant to court  order.                                       13 





 






                (e)   Intellectual Property.  Employee will promptly communicate to the  Company all inventions, improvements, works of authorship, know-how, trade secrets,  software, designs, techniques, concepts, methods and ideas, other technical information,  marketing strategies and other ideas, innovations and creations (i) pertaining to the actual  or reasonably anticipated Business of the Company or (ii) which were conceived,  developed or reduced to practice using the time, confidential or proprietary information,  or resources of the Company or its Affiliates, in each case conceived, developed or  reduced to practice by Employee alone or with others, at any time (during or after  business hours) while Employee is employed by the Company or LogistiCare (the  “Works”).  Employee acknowledges that the Works will be the exclusive property of the  applicable member or members of the Company or its Affiliates.  Any Works that  constitute copyrightable subject matter will be considered a “work made for hire” as that  term is defined in the United States Copyright Act.  To the extent that any Work does not  fully qualify as a work made for hire, Employee hereby irrevocably assigns to the  applicable member or members of the Company or its Affiliates in perpetuity, all  worldwide right, title and interest therein, including all intellectual property embodied  therein and any related registrations and applications, common law rights and the right to  sue for past, present or future infringement thereof and collect and retain any damages in  connection therewith.  Employee understands and intends that this requirement extends to  Works not currently in existence.  During and after the Term, Employee will sign any  documents and perform any actions requested by any member of the Company or its  Affiliates to acquire, transfer, maintain, perfect, exploit and enforce the Works.   Employee also hereby irrevocably transfers and assigns to the applicable member or  members of the Company or its Affiliates, and waives and agrees never to assert during  or after the term of this Agreement, any and all moral or other rights Employee may have  to claim authorship of a Work, to object to or prevent any modification of any Work, to  control the publication or dissemination of any Work and any similar rights in any  country in the world.               (f)   Non-Disparagement.  Employee will not at any time publish or  communicate disparaging or derogatory statements or opinions about the Company or its  Affiliates, including but not limited to, disparaging or derogatory statements or opinions  about the Company’s or its Affiliates’ management, products or services to any third  party, including on social media sites.  For the avoidance of doubt, it shall not be a breach  of this Section 7(f) for Employee to testify truthfully in any judicial or administrative  proceeding or to make statements or allegations in legal filings that are based on  Employee’s reasonable belief and are not made in bad faith.               (g)   Enforcement.  Employee acknowledges that the covenants and  agreements of this Section 7 (the “Covenants”) herein are of a special and unique  character, which gives them peculiar value, the loss of which cannot be reasonably or  adequately compensated for in an action at law.  Employee further acknowledges that any  breach or threat of breach by Employee of any of the Covenants will result in irreparable                                       14 





 






    injury to the Company and its Affiliates for which money damages could not be adequate  to compensate the Company and its Affiliates.  Therefore, in the event of any such breach  or threatened breach, each of the Company and LogistiCare shall be entitled, in addition  to all other rights and remedies which the Company or LogistiCare may have at law or in  equity, to seek an injunction and other equitable relief in aid of arbitration issued by any  competent court enjoining and restraining Employee and/or all other Persons involved  therein from committing a breach or continuing such breach.  The remedies granted to the  Company and LogistiCare in this Agreement are cumulative and are in addition to  remedies otherwise available to the Company and LogistiCare at law or in equity.  The  Covenants are independent of any other provision of this Agreement, and the existence of  any claim or cause of action which Employee or any such other Person may have against  the Company or LogistiCare shall not constitute a defense or bar to the enforcement of  any of the Covenants.  If the Company is obliged to resort to litigation to enforce any of  the Covenants which has a fixed term, then such term shall be extended for a period of  time equal to the period during which a breach of such Covenant was occurring,  beginning on the date of a final court order (without further right of appeal) holding that  such a breach occurred, or, if later, the last day of the original fixed term of such  Covenant.               (h)   Acknowledgements.  Employee expressly acknowledges that the  Covenants are a material part of the consideration bargained for by the Company and  LogistiCare and, without the agreement of Employee to be bound by the Covenants, the  Company and LogistiCare would not have agreed to enter into this Agreement.   Employee further acknowledges and agrees that the Business of the Company and its  services are highly competitive, and that the Covenants are reasonable and necessary to  protect the Company’s legitimate business interests.  In addition, Employee  acknowledges that in the event Employee’s employment with the Company and  LogistiCare terminates, she will still be able to earn a livelihood without violating this  Agreement, and that the Covenants are material conditions to Employee’s employment  and continued employment hereunder.               (i)   Scope.  If any portion of any Covenant or its application is  construed to be invalid, illegal or unenforceable, then the remaining portions and their  application shall not be affected thereby, and shall be enforceable without regard thereto.   If any of the Covenants is determined to be unenforceable because of its scope, duration,  geographical area or similar factor, then the court or other trier of fact making such  determination shall modify, reduce or limit such scope, duration, area or other factor, and  enforce such Covenant to the extent it believes such factor(s) to be lawful and  appropriate.               (j)   Costs; Expenses in the Event of Breach.  In the event that  Employee breaches or attempts to breach the Covenants, the Company and LogistiCare  shall be entitled to reimbursement from Employee for all costs and expenses associated                                       15 





 






    with any successful action or arbitration to enforce any of the Covenants, including but  not limited to reasonable attorneys’ fees and costs of litigation.  Should the Company file  an action against Employee relating to a breach of the Covenants, and a court or arbitrator  of competent jurisdiction determines that Employee did not breach any of the Covenants,  Employee shall be entitled to reimbursement from the Company of all costs and expenses  associated with defending against such action asserting a breach, including reasonable  attorneys’ fees and costs.         8.    Section 409A of the Code.               (a)   Applicability of Section 409A.  Amounts payable under this  Agreement are intended either to be exempt from the rules of Section 409A of the Code  or to satisfy those rules and shall be construed accordingly.  Each payment in a series of  payments hereunder shall be deemed to be a separate payment for purposes of Section  409A of the Code.  Neither the Company nor its Affiliates shall be liable to Employee  with respect to any Agreement-related adverse tax consequences arising under Section  409A or other provision of the Code.               (b)   Violations of 409(A).  If any provision of this Agreement  contravenes any regulations or Treasury guidance promulgated under Code Section 409A  or could cause an amount payable hereunder to be subject to the interest and penalties  under Code Section 409A, such provision of the Agreement shall be deemed  automatically modified to maintain, to the maximum extent practicable, the original  intent of the applicable provision without violating the provisions of Code Section 409A.   A termination of employment shall not be deemed to have occurred for purposes of any  provision of this Agreement providing for the payment of any amounts or benefits upon  or following a termination of employment unless such termination is also a “separation  from service” within the meaning of Code Section 409A and, for purposes of any such  provision of this Agreement, references to a “termination,” “termination of employment”  or like terms shall mean separation from service.  If the timing of Employee’s execution,  delivery and non-revocation of a General Release could impact the calendar year in  which any payment under this Agreement that is subject to Section 409A will be made,  such payment will be made in the later calendar year.               (c)   Specified Employee.  Notwithstanding any provisions of this  Agreement to the contrary, if Employee is a “specified employee” (as such term is  defined for purposes of Code Section 409A), no payment of amounts not exempt from  Code Section 409A shall be made under Section 6 hereof prior to the date that is six  (6) months after the date of Employee’s Separation From Service or, if earlier,  Employee’s date of death, to the extent such six (6) month delay in payment is required  to comply with Code Section 409A, and following any applicable six (6) month delay, all  such delayed payments will be paid in a single lump sum on the earliest permissible  payment date.                                         16 





 






          9.    Miscellaneous.               (a)   Indulgences, Etc.  Neither the failure, nor any delay, on the part of  either party to exercise any right, remedy, power or privilege under this Agreement shall  operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy,  power or privilege preclude any other or further exercise of the same, or of any other  right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or  privilege with respect to any occurrence be construed as a waiver of such right, remedy,  power or privilege with respect to any other occurrence.  No waiver shall be effective  unless it is in writing and is signed by the party asserted to have granted such waiver.               (b)   Controlling Law; Consent to Arbitration; Service of Process.                     (i)   This Agreement and all questions relating to its validity,        interpretation, performance and enforcement (including, without limitation,        provisions concerning limitations of actions), shall be governed by and construed        in accordance with the laws of the State of Delaware (notwithstanding any        conflict-of-laws doctrines of such state or other jurisdiction to the contrary), and        without the aid of any canon, custom or rule of law requiring construction against        the draftsman.                     (ii)  Except to the extent provided for in Section 7 above        (relating to injunctive relief and other equitable remedies in aid of arbitration), the        Company, LogistiCare and Employee agree that any claim, dispute or controversy        arising under or in connection with this Agreement, or otherwise in connection        with Employee’s employment by the Company or LogistiCare or termination of        Employee’s employment (including, without limitation, any such claim, dispute        or controversy arising under any federal, state or local statute, regulation or        ordinance or any of the Company’s employee benefit plans, policies or programs)        shall be resolved solely and exclusively by binding, confidential, arbitration.  The        arbitration shall be held in Atlanta, Georgia (or at such other location as shall be        mutually agreed by the parties).  The arbitration shall be conducted in accordance        with the National Rules for the Resolution of Employment Disputes of the        American Arbitration Association (the “AAA”) in effect at the time of the        arbitration, except that the single arbitrator shall be selected by alternatively        striking from a list of five arbitrators supplied by the AAA.  All fees and expenses        of the arbitration, including a transcript if either requests, shall initially be borne        equally by the parties (subject to any award of attorneys’ fees and expenses made        pursuant to Paragraph 7(j)), however, all costs for the services of the arbitrator        shall be borne solely by the Company.                     (iii) Each party is responsible for the fees and expenses of its        own attorneys, experts, witnesses, and preparation and presentation of proofs and        post-hearing briefs (unless the party prevails on a claim for which attorneys’ fees                                       17 





 






          are recoverable under this contract or under law).  In rendering a decision, the        arbitrator shall apply all legal principles and standards that would govern if the        dispute were being heard in court.  This includes the availability of all remedies        that the parties could obtain in court.  In addition, all statutes of limitation and        defenses that would be applicable in court, will apply to the arbitration        proceeding.  The decision of the arbitrator shall be set forth in writing, and be        binding and conclusive on all parties.  Any action to enforce or vacate the        arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable,        and otherwise by applicable state law.  If any of the Company or Employee        improperly pursues any claim, dispute or controversy against the other in a        proceeding other than the arbitration provided for herein, the responding party        shall be entitled to dismissal or injunctive relief regarding such action and        recovery of all costs, losses and attorney’s fees related to such action.                     (iv)  Each of the parties hereto hereby consents to process being        served in any suit, action or proceeding of any nature, by the mailing of a copy        thereof by registered or certified first-class mail, postage prepaid, return receipt        requested, to them at their respective addresses set forth in Section 9(c) hereof.         Each of the parties hereto hereby irrevocably waives, to the fullest extent        permitted by applicable law, all claims of error by reason of any such service        pursuant to the terms hereof (but does not waive any right to assert lack of subject        matter jurisdiction) and agrees that such service shall (A) be deemed in every        respect effective service of process in any such suit, action or proceeding and        (B) to the fullest extent permitted by applicable law, be taken and held to be valid        personal service.                     (v)   Nothing in this Section 9(b) shall affect the right of any        party hereto to serve process in any manner permitted by law or affect the right of        any party to bring proceedings against any other party in the courts of any        jurisdiction or jurisdictions in order to seek equitable relief, including injunctive        relief or to enforce an arbitration award.               (c)   Notices.  All notices, requests, demands and other communications  required or permitted under this Agreement shall be in writing and shall be deemed to  have been duly given, made and received only when delivered (personally, by courier  service such as Federal Express, or by other messenger) or five (5) business days  following deposit in the United States mails, registered or certified mail, postage prepaid,  return receipt requested, addressed as set forth below.                     (i)   If to Employee, at the address most recently contained in                          the Company’s records (which Employee shall update as                          necessary)                     (ii)  If to the Company or LogistiCare:                                       18 





 






                            The Providence Service Corporation                           1275 Peachtree Street NE, Sixth Floor                          Atlanta, Georgia                          Attention: Chief Executive Officer         Any party may alter the addresses to which communications or copies are to be  sent by giving notice of such change of address in conformity with the provisions of this  Section for the giving of notice.               (d)   Assignment of Agreement.  The rights and obligations of both  parties under this Agreement shall inure to the benefit of and shall be binding upon their  heirs, successors and assigns.  The Company and LogistiCare may assign or otherwise  transfer their respective rights and obligations under this Agreement, including but not  limited to all Covenants contained in Section 7 above, to any successor or affiliated  business or corporation whether by sale of stock, merger (in which case the Company’s,  LogistiCare’s and Employee’s rights and obligations will be owed to or from, as the case  may be, the surviving entity by operation of law without the need for further writing),  consolidation, sale of assets or otherwise.  This Agreement may not, however, be  assigned by Employee to a third party, nor may Employee delegate Employee’s duties  under this Agreement.               (e)   Execution in Counterparts.  This Agreement may be executed in  counterparts, including by facsimile or other electronic transmission, each of which shall  be deemed to be an original as against any party whose signature appears thereon, and all  of which shall together constitute one and the same instrument.  This Agreement shall  become binding when one or more counterparts hereof, individually or taken together,  shall bear the signatures of all of the parties reflected hereon as the signatories.               (f)   Provisions Separable.  The provisions of this Agreement are  independent of and separable from each other, and no provision shall be affected or  rendered invalid or unenforceable by virtue of the fact that for any reason any other or  others of them may be invalid or unenforceable in whole or in part.               (g)   Entire Agreement; Amendment.  This Agreement contains the  entire understanding among the parties hereto with respect to the subject matter hereof,  and supersedes all prior and contemporaneous agreements and understandings between  the parties, inducements or conditions, express or implied, oral or written, except as  herein contained.  The express terms hereof control and supersede any course of  performance and/or usage of the trade inconsistent with any of the terms hereof.  This  Agreement may not be modified or amended other than by an agreement in writing  executed by both parties hereto. Notwithstanding anything to the contrary, the Company  may terminate this agreement and have no obligations hereunder (and Employee will not  become an employee of the Company or LogistiCare or be appointed to the office of GC)  if, following the completion of a customary background check of the Employee, the                                       19 





 






    Board determines, in its sole discretion, that the results of such background check are not  satisfactory for an executive level employee or the Company’s GC.  In the event of a  termination of this Agreement by the Company pursuant to the preceding sentence, this  Agreement shall be void ab initio and of no force or effect.               (h)   Section Headings.  The Section headings in this Agreement are for  convenience only; they form no part of this Agreement and shall not affect its  interpretation.               (i)   Gender, Etc.  Words used herein, regardless of the number and  gender specifically used, shall be deemed and construed to include any other number,  singular or plural, and any other gender, masculine, feminine or neuter, as the context  indicates is appropriate.               (j)   Independent Review and Consultation.  Employee is hereby  advised to consult with an attorney before signing this Agreement.  Employee  acknowledges that it is Employee’s decision whether or not to do so.               (k)   Number of Days.  In computing the number of days for purposes  of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays;  provided, however, that if the final day of any time period falls on a Saturday, Sunday or  holiday on which entities which are provincially regulated are or may elect to be closed,  then the final day shall be deemed to be the next day which is not a Saturday, Sunday or  such holiday.                             [signature page follows]                                                  20