EXHIBIT 10.2


 


EMPLOYMENT
AGREEMENT


 


                THIS
EMPLOYMENT AGREEMENT (“Employment Agreement”) is made on the
Execution Date (as defined below) and effective as of January 15, 2007,
between RES-CARE, INC., a Kentucky corporation
(the “Company”), and RICHARD L. TINSLEY (the
“Employee”).


 


                RECITALS:


 


                WHEREAS, the Company has a need for a Chief
Development Officer, and the Employee has substantial experience in the
development of additional business and revenues; and


 


                WHEREAS, the Company and the Employee have reached
agreement on the terms and conditions under which Employee will perform
services for the Company.


 


                AGREEMENT:


 


                NOW, THEREFORE, in consideration
of the premises and the mutual agreements set forth herein, the parties agree
as follows:


 


                1.             Employment and Term.  The Company hereby employs the Employee, and
the Employee accepts such employment, upon the terms and conditions herein set
forth for an initial term commencing on January 15, 2007 (the “Commencement
Date”), and ending on December 31, 2010, subject to earlier termination
only in accordance with the express provisions of this Employment Agreement (“Initial
Term”).  At the option of the Company and
with the consent of the Employee, this Employment Agreement may be extended for
successive periods of one (1) year each (the “Additional Term(s)”) on the
same terms and conditions.  The Company’s
option to extend this Employment Agreement for any Additional Term shall be
exercisable by written notice to Employee no later than thirty (30) days prior
to the end of the Initial Term or any then effective Additional Term.  The Initial Term and any effective Additional
Terms shall be collectively referred to as the “Term.”  For purposes of this Employment Agreement,
the term “Execution Date” shall mean the later of (i) the date this
Employment Agreement is signed by the Employee and (ii) the date this
Employment Agreement is signed on behalf of the Company.


 


                2.             Duties.


 


                (a)           Employment as Chief Development Officer.  During the Term, the Employee shall serve as the
Chief Development Officer of the Company. 
The Employee shall, subject to the supervision and control of the
President and Chief Executive Officer of the Company (“President”), (i) develop
additional business and revenues for the Company and its subsidiaries,
including, as appropriate, identifying, locating, analyzing, negotiating, and
arranging for the acquisition of new business of the Company and its 


 

















 


subsidiaries
through the acquisition of equity interests in or the assets of existing
enterprises, joint venture arrangements, management agreements or consulting
agreements; (ii) negotiate for and oversee the disposition of assets,
businesses and/or operations of the Company and its subsidiaries; and (iii) perform
such other duties and exercise such powers over and with regard to the business
of the Company, its subsidiaries, affiliates and their operations as may be
prescribed from time to time by the President, including, without limitation,
serving as an officer and/or director of one or more subsidiaries or affiliates
of the Company, if elected to such positions, without any further salary or
other compensation.


 


                (b)           Time and Effort. 
The Employee shall devote Employee’s best efforts and all of Employee’s
business time, energies and talents exclusively to the business of the Company
and to no other business during the Term; provided, however, that subject to
the restrictions in Section 7 hereof, the Employee may (i) invest
Employee’s personal assets in such form or manner as will not require Employee’s
services in the operation of the affairs of the entities in which such
investments are made and (ii) subject to satisfactory performance of the
duties described in Section 2(a) hereof, devote such time as may be
reasonably required for Employee to continue to maintain Employee’s current
level of participation in various civic and charitable activities.


 


                (c)           Employee Certification of Eligibility.  Not less frequently than annually and upon
the termination of the Employee’s employment hereunder for any reason other
than Employee’s death, the Employee shall execute and deliver to the President
and/or any other authorized officer designated by the Company a certificate
(ResCare Annual Employment Re-Certification Eligibility Form) confirming, to
the best of the Employee’s knowledge, that the Employee remains eligible for
employment with the Company.  This same
certificate will certify that the Employee has complied with applicable laws,
regulations and Company policies regarding the provision of services to clients
and billings to its paying agencies, Company policies on training, Drug and
Alcohol-Free Program, Prohibition of Harassment, Affirmative Action Equal
Employment Opportunity and Violence in the Workplace.  This statement shall state that the Employee
is not aware of any such violation by other employees, independent contractors,
vendors, or other individuals performing services for the Company and its
subsidiaries that they did not report as appropriate.


 


                3.             Compensation and Benefits.


 


                (a)           Base Salary. 
The Company shall pay to the Employee during the Term an annual salary
(the “Base Salary”), which initially shall be $190,000.  The Base Salary shall be due and payable in
substantially equal bi-weekly installments or in such other installments as may
be necessary to comport with the Company’s normal pay periods for all
employees.  The Base Salary may be
adjusted from time to time for changes in the Employee’s responsibilities.


 


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                Provided that this Employment
Agreement or Employee’s employment hereunder shall not have been terminated for
any reason, the Base Salary shall be increased, effective as of the first day
of each January, commencing January 1, 2008, by the greater of (i) five
percent (5%), and (ii) the percentage by which the Consumer Price Index
for all Urban Consumers (CPI-U), All-Items, 1982-1984=100, as published by the
Bureau of Labor Statistics (the “CPI”) established for the month of December immediately
preceding the date on which the adjustment is to be made exceeds the CPI
published for the month of December of the immediately preceding
year.  If the Bureau of Labor Statistics
suspends or terminates its publication of the CPI, the parties agree that a
reasonably comparable price index shall be substituted for the CPI.


 


                (b)           Incentive
Plan.  During the Term, the Employee
shall be eligible for incentive compensation in accordance with a written
incentive program mutually established by the President and the Employee on a
calendar year basis (the “Incentive Plan”). 
The Incentive Plan shall provide that sixty-five percent (65%) of the
maximum incentive that may be earned by the Employee shall be based on goals
mutually established by the President and the Employee and thirty-five percent
(35%) of the maximum incentive that may be earned by the Employee shall be
based on the financial performance of the Company and its subsidiaries as a
whole.  In no event shall Employee earn
any incentive for any calendar year unless the net income of the Company and
its subsidiaries on a consolidated basis, determined in accordance with
generally accepted accounting principles consistently applied (“Net Income”),
for the respective calendar year equals or exceeds ninety percent (90%) of the
Net Income target for the respective calendar year as established by the Board
of Directors at the beginning of such calendar year.  All incentive payments under the Incentive
Plan shall be determined annually, and shall be calculated by reference to the
incentive percentage earned by the Employee multiplied by the Base Salary
actually paid to the Employee for the period for which the incentive is
determined.  The maximum percentage of
the Employee’s Base Salary that the Employee may earn under the Incentive Plan
shall be forty percent (40%) of the Base Salary actually paid to the Employee
for the period for which the incentive is determined (with the actual
percentage to be determined within such range based upon a scale of performance
mutually agreed to by the President and the Employee on an annual basis).  Any annual incentive earned by the Employee
for any period shall be paid by the Company to the Employee not later than
seventy-four (74) days after the end of the applicable calendar year.  Any amounts earned by the Employee under the
Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”  The Company may elect to pay all or a portion
of the Incentive Bonus earned by Employee for any period in cash and/or options
to purchase shares of Company common stock. 
In the event the Company elects to pay all or a portion of any Incentive
Bonus so earned by Employee in options to purchase shares of Company common
stock, such options shall be issued on the date that the Incentive Bonus so
earned is payable, at an exercise price based on the closing sale price of
Company common stock as reported on the Nasdaq National Market on such date (or
if such date is not a trading date for the Company common stock, on the
immediately preceding trading date).  All
of such options shall vest and be exercisable on the date consistent with other
grants under the Incentive Plan to similarly situated employees of the Company.


 


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                (c)           Restricted
Stock Award.


 


                (i)            The
restricted shares of common stock of the Company awarded under this paragraph (c) (collectively,
the “Restricted Shares”) shall be awarded pursuant to and, to the extent not
expressly inconsistent herewith, governed by the Company stock option and
incentive compensation plan as in effect as the effective date of the
respective award (the “Stock Plan”).  The
number of Restricted Shares shall be adjusted in accordance with the terms of
the Stock Plan for stock splits, stock dividends, recapitalizations and the
like.  Until and only to the extent the
Restricted Shares shall vest as provided herein, all stock certificates
evidencing the Restricted Shares owned by Employee shall be held by the Company
for the benefit of Employee.  As and to
the extent any Restricted Shares shall vest as provided herein, the Company
will promptly deliver certificates representing such vested shares to Employee.


 


                (ii)           Effective on the Execution Date, the Company shall award
to Employee 5,000 restricted shares of common stock of the Company. The
restricted shares awarded as provided in the preceding sentence shall be
referred to as the “Restricted Shares.”   
The Restricted Shares shall be subject to vesting as provided
below.  Provided Employee shall continue
to be employed hereunder, one-fourth (1/4) of the Restricted Shares shall vest
on June 1, 2007, an additional one-fourth (1/4) of the Restricted Shares
shall vest on June 1, 2008, an additional one-fourth (1/4) of the
Restricted Shares shall vest on June 1, 2009, and the final one-fourth (1/4)
of the Restricted Shares shall vest on June 1, 2010.


 


                (iii)          Notwithstanding any provision in this paragraph (c) to
the contrary, all of the Restricted Shares that have not been previously vested
shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee
shall die, (B) Employee shall be subject to a “permanent disability” as
described in Section 4(b) hereof, or (C) a Change of Control (as
defined below) has occurred with respect to the Company. A “Change of Control”
for purposes of this subparagraph (iii) shall have the same meaning as
that term is given in the Stock Plan.


 


                (d)           Participation in Benefit Plans.  During the Term, Employee shall be entitled
to participate in all employee benefit plans and programs (including but not
limited to paid time off policies, retirement and profit sharing plans, health
insurance, etc.) provided by the Company under which the Employee is eligible
in accordance with the terms of such plans and programs, subject to all
applicable and customary waiting and vesting periods.  The Company reserves the right to amend,
modify or terminate in their entirety any of such programs and plans.


 


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                (e)           Out-of-Pocket Expenses.  The Company shall promptly pay the ordinary,
necessary and reasonable expenses incurred by the Employee in the performance
of the Employee’s duties hereunder (or if such expenses are paid directly by
the Employee shall promptly reimburse Employee for such payment), consistent
with the reimbursement policies adopted by the Company from time to time and
subject to the prior written approval by the President.


 


(f)            Withholding
of Taxes; Income Tax Treatment.  If,
upon the payment of any compensation or benefit to the Employee under this Employment
Agreement (including, without limitation, in connection with payment of any
bonus, stock award or benefit), the Company determines in its discretion that
it is required to withhold or provide for the payment in any manner of taxes,
including but not limited to, federal income or social security taxes, state
income taxes or local income taxes, the Employee agrees that the Company may
satisfy such requirement by:


 


                (i)            withholding an amount necessary to satisfy such
withholding requirement from the Employee’s compensation or benefit; or


 


                (ii)           conditioning the payment or transfer of such compensation
or benefit upon the Employee’s payment to the Company of an amount sufficient
to satisfy such withholding requirement.


 


The Employee
agrees that Employee will treat all of the amounts payable pursuant to this
Employment Agreement as compensation for income tax purposes.


 


                4.             Termination.  The Employee’s employment hereunder may be
terminated under this Employment Agreement as follows, subject to the Employee’s
rights pursuant to Section 5 hereof:


 


                (a)           Death.  The
Employee’s employment hereunder shall terminate upon Employee’s death.


 


                (b)           Disability. 
The Employee’s employment shall terminate hereunder at the earlier of (i) immediately
upon the Company’s determination (conveyed by a Notice of Termination (as
defined in paragraph (f) of this Section 4)) that the Employee is
permanently disabled, and (ii) the Employee’s absence from Employee’s
duties hereunder for 180 days.  “Permanent
disability” for purposes of this Employment Agreement shall mean the onset of a
physical or mental disability which prevents the Employee from performing the
essential functions of the Employee’s duties hereunder, which is expected to
continue for 180 days or more, subject to any reasonable accommodation required
by state and/or federal disability anti-discrimination laws, including, but not
limited to, the Americans With Disabilities Act of 1990, as amended.


 


                (c)           Cause.  The
Company may terminate the Employee’s employment hereunder for Cause.  For purposes of this Employment Agreement,
the Company shall 


 


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have “Cause” to
terminate the Employee’s employment because of the Employee’s personal
dishonesty, intentional misconduct, breach of fiduciary duty involving personal
profit, failure to perform Employee’s duties hereunder, conviction of, or plea
of nolo  contendere to, any law, rule or regulation (other
than traffic violations or similar offenses) or breach of any provision of this
Employment Agreement.


 


                (d)           Without Cause. 
The Company may terminate the Employee’s employment under this
Employment Agreement at any time without Cause (as defined in paragraph (c) of
this Section 4) by delivery of a Notice of Termination specifying a date
of termination at least thirty (30) days following delivery of such notice.


 


                (e)           Voluntary Termination.  By not less than thirty (30) days prior
written notice to the President, Employee may voluntarily terminate Employee’s
employment hereunder.


 


                (f)            Notice of Termination.  Any termination of the Employee’s employment
by the Company during the Term pursuant to paragraphs (b), (c) or (d) of
this Section 4 shall be communicated by a Notice of Termination from the
Company to the Employee.  Any termination
of the Employee’s employment by the Employee during the Term pursuant to
paragraph (e) of this Section 4 shall be communicated by a Notice of
Termination from Employee to the Company. 
For purposes of this Employment Agreement, a “Notice of Termination”
shall mean a written notice which shall indicate the specific termination
provision in this Employment Agreement relied upon and in the case of any
termination for Cause shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee’s
employment.


 


                (g)           Date of Termination.  The “Date of Termination” shall, for purposes
of this Employment Agreement, mean:  (i) if
the Employee’s employment is terminated by Employee’s death, the date of
Employee’s death; (ii) if the Employee’s employment is terminated on
account of disability pursuant to Section 4(b) above, thirty (30)
days after Notice of Termination is given (provided that the Employee shall
not, during such 30-day period, have returned to the performance of Employee’s
duties on a full-time basis), (iii) if the Employee’s employment is
terminated by the Company for Cause pursuant to Section 4(c) above,
the date specified in the Notice of Termination, (iv) if the Employee’s
employment is terminated by the Company without Cause, pursuant to Section 4(d) above,
the date specified in the Notice of Termination, (v) if the Employee’s
employment is terminated voluntarily pursuant to Section 4(e) above,
the date specified in the Notice of Termination, and (vi) if the Employee’s
employment is terminated by reason of an election by either party not to extend
the Term, the last day of the then effective Term.


 


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                5.             Compensation upon Termination or During Disability.


 


                (a)           Death.  If
the Employee’s employment shall be terminated by reason of Employee’s death
during the Term, the Employee shall continue to receive installments of
Employee’s then current Base Salary until the date of Employee’s death, shall
receive any earned but unpaid Incentive Bonus for any calendar year ending
prior to the date of Employee’s death.


 


                (b)           Disability. 
If the Employee’s employment shall be terminated by reason of Employee’s
disability during the Term, the Employee shall continue to receive installments
of Employee’s then current Base Salary while actively at work and until the
earlier of (i) the date of termination in accordance with Section 4(b) of
this Employment Agreement or (ii) the date that short or long-term
disability payments to the Employee commence under any plan or program then
provided and funded by the Company.  If
the Employee’s installments of Base Salary cease by reason of clause (ii) of
the preceding sentence but the benefits payable under any such disability plan
or program do not provide 100% replacement of the Employee’s installments of
Base Salary during such period, the Employee shall be paid at regular payroll
intervals until the provisions of clause (i) of the preceding sentence
becomes effective, an amount equal to the difference between the periodic
installments of Employee’s then current Base Salary that would have otherwise
been payable and the disability benefit paid from such disability plan or
program.  In the event of any such
termination, the Employee shall also receive any earned but unpaid Incentive
Bonus for any calendar year prior to the Date of Termination.  Upon termination due to death prior to a
termination as specified in the preceding provisions of this paragraph (b), the
payment provisions of this paragraph (b) shall no longer apply and Section 5(a) above
shall apply.


 


                (c)           Cause.  If
the Employee’s employment shall be terminated for Cause, the Employee shall
continue to receive installments of Employee’s then current Base Salary only
through the Date of Termination and the Employee shall not be entitled to
receive any Incentive Bonus (other than any earned but unpaid Incentive Bonus
for any prior calendar year), and shall not be eligible for any severance
payment of any nature.


 


                (d)           Without Cause. 
If the Employee’s employment is terminated without Cause, and such
Notice of Termination is given within six (6) months after the
Commencement Date, the Employee shall continue to receive installments of
Employee’s then current Base Salary until the Date of Termination and for four (4) months
thereafter and the Employee shall not be entitled to receive any Incentive
Bonus.  If the Employee’s employment
shall be terminated without Cause and such Notice of Termination is given more
than six (6) months after the Commencement Date, the Employee shall
continue to receive installments of Employee’s then current Base Salary until
the Date of Termination and for twelve (12) months thereafter and the Employee
shall also be entitled to receive any earned but unpaid Incentive Bonus for any
calendar year ending prior to the Date of Termination.


 


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                (e)           Expiration of Term. 
If the Employee’s employment shall be terminated by reason of expiration
of the Term (irrespective of which party elected not to extend the Term), the
Employee shall continue to receive installments of Employee’s then current Base
Salary until the Date of Termination and the Company shall pay the Employee any
earned Incentive Bonus for the last calendar year of the Term.


 


                (f)            Voluntary Termination.  If the Employee’s employment shall be
terminated pursuant to Section 4(e) hereof, the Employee shall
continue to receive installments of Employee’s then current Base Salary until
the Date of Termination and the Employee shall not be entitled to receive any
then unpaid Incentive Bonus (other than any earned but unpaid Incentive Bonus
for any calendar year ending prior to the date Employee gives Notice of
Termination), and shall not be entitled to any severance payment of any nature.


 


                (g)           No Further Obligations after Payment.  After all payments, if any, have been made to
the Employee pursuant to the applicable provisions of paragraphs (a) through
(f) of this Section 5, the Company shall have no further obligations
to the Employee under this Employment Agreement other than the provision of any
employee benefits required to be continued under applicable law.


 


                6.             Duties Upon Termination.  Upon the termination of Employee’s employment
hereunder for any reason whatsoever (including but not limited to the failure
of the parties hereto to agree to the extension of this Employment Agreement
pursuant to Section 1 hereof), Employee shall promptly (a) comply
with Employee’s obligation to deliver an executed exit interview document as
provided in accordance with Company policy, and (b) return to the Company
any property of the Company or its subsidiaries then in Employee’s possession
or control, including without limitation, any Confidential Information (as
defined in Section 7(d)(iii) hereof) and whether or not constituting
Confidential Information, any technical data, performance information and
reports, sales or marketing plans, documents or other records, and any manuals,
drawings, tape recordings, computer programs, discs, and any other physical
representations of any other information relating to the Company, its
subsidiaries or affiliates or to the Business (as defined in Section 7(d)(iv) hereof)
of the Company.  Employee hereby
acknowledges that any and all of such documents, items, physical
representations and information are and shall remain at all times the exclusive
property of the Company.


 


                7.             Restrictive Covenants.


 


                (a)           Acknowledgments. 
Employee acknowledges that (i) Employee’s services hereunder are of
a special, unique and extraordinary character and that Employee’s position with
the Company places Employee in a position of confidence and trust with the
operations of the Company, its subsidiaries and affiliates (collectively, the “Res-Care
Companies”) and allows Employee access to Confidential Information, (ii) the
Company has provided Employee with a unique opportunity as Chief Development
Officer of the Company, (iii) the nature and periods of the restrictions
imposed by the covenants contained in this Section 7 are fair, reasonable
and necessary to protect and preserve for 


 


8

















 


the Company the
benefits of Employee’s employment hereunder, (iv) the Res-Care Companies
would sustain great and irreparable loss and damage if Employee were to breach
any of such covenants, (v) the Res-Care Companies conduct and are
aggressively pursuing the conduct of their business actively in and throughout
the entire Territory (as defined in paragraph (d)(ii) of this Section 7),
and (vi) the Territory is reasonably sized because the current Business of
the Res-Care Companies is conducted throughout such geographical area, the
Res-Care Companies are aggressively pursuing expansion and new operations
throughout such geographic area and the Res-Care Companies require the entire
Territory for profitable operations.


 


                (b)           Confidentiality and Non-disparagement Covenants.
Having acknowledged the foregoing, Employee covenants that without limitation
as to time, (i) commencing on the Commencement Date, Employee will not
directly or indirectly disclose or use or otherwise exploit for Employee’s own
benefit, or the benefit of any other Person (as defined in paragraph (d)(v) of
this Section 7), except as may be necessary in the performance of Employee’s
duties hereunder, any Confidential Information, and (ii) commencing on the
Date of Termination, Employee will not disparage or comment negatively about
any of the Res-Care Companies, or their respective officers, directors,
employees, policies or practices, and Employee will not discourage anyone from
doing business with any of the Res-Care Companies and will not encourage anyone
to withdraw their employment with any of the Res-Care Companies.


 


                (c)           Covenants. 
Having acknowledged the statements in Section 7(a) hereof,
Employee covenants and agrees with the Res-Care Companies that Employee will
not, directly or indirectly, from the Commencement Date until the Date of
Termination, and for a period of twelve (12) months thereafter, directly or
indirectly (i) offer employment to, hire, solicit, divert or appropriate
to Employee or any other Person, any business or services (similar in nature to
the Business) of any Person who was an employee or an agent of any of the
Res-Care Companies at any time during the last twelve (12) months of Employee’s
employment hereunder; or (ii) own, manage, operate, join, control, assist,
participate in or be connected with, directly or indirectly, as an officer,
director, shareholder, partner, proprietor, employee, agent, consultant,
independent contractor or otherwise, any Person which is, at the time, directly
or indirectly, engaged in the Business of the Res-Care Companies within the
Territory.  The Employee further agrees
that from the Commencement Date until the Date of Termination, Employee will
not undertake any planning for or organization of any business activity that
would be competitive with the Business. 
Notwithstanding the foregoing, Employee agrees that if this Employment
Agreement shall be terminated by reason of expiration of the Term (irrespective
of which party elected not to extend the Term), the covenants in this paragraph
(c) shall survive the expiration thereof until twelve (12) months after
the last day of employment of Employee by any Res-Care Company.


 


                (d)           Definitions. 
For purposes of this Employment Agreement:


 


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                (i)            For purposes of this Section 7, “termination of
Employee’s employment” shall include any termination pursuant to paragraphs
(b), (c), (d) and (e) of Section 4 hereof, the termination of
such Employee’s employment by reason of the failure of the parties hereto to
agree to the extension of this Agreement pursuant to Section 1 hereof or
the voluntary termination of Employee’s employment hereunder.


 


                (ii)           The “Territory” shall mean the forty-eight (48) contiguous
states of the United States, the United States Virgin Islands, Puerto Rico and
all of the Provinces of Canada.


 


                (iii)          “Confidential Information” shall mean any business
information relating to the Res-Care Companies or to the Business (whether or
not constituting a trade secret), which has been or is treated by any of the
Res-Care Companies as proprietary and confidential and which is not generally
known or ascertainable through proper means. 
Without limiting the generality of the foregoing, so long as such
information is not generally known or ascertainable by proper means and is
treated by the Res-Care Companies as proprietary and confidential, Confidential
Information shall include the following information regarding any of the
Res-Care Companies:


 


(1)                          any patent, patent application,
copyright, trademark, trade name, service mark, service name, “know-how” or
trade secrets;


 


(2)                          customer lists and information relating
to (i) any client of any of the Res-Care Companies or (ii) any client
of the operations of any other Person for which operations any of the Res-Care
Companies provides management services;


 


(3)                          supplier lists, pricing policies,
consulting contracts and competitive bid information;


 


(4)                          records, operational methods and Company
policies and procedures, including manuals and forms;


 


(5)                          marketing data, plans and strategies;


 


(6)                          business acquisition, development, expansion
or capital investment plan or activities;


 


(7)                          software and any other confidential
technical programs;


 


(8)                          personnel information, employee payroll
and benefits data;


 


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(9)                          accounts receivable and accounts payable;


 


(10)                    other financial information, including
financial statements, budgets, projections, earnings and any unpublished
financial information; and


 


(11)                    correspondence and communications with
outside parties.


 


                (iv)          The “Business” of the Res-Care Companies shall mean the
business of providing training or job placement services as provided in the
Company’s Employment and Training Services Group, youth treatment or services,
home care or periodic services to the elderly, services to persons with mental
retardation and other developmental disabilities, including but not limited to
persons who have been dually diagnosed, services to persons with acquired brain
injuries, or providing management and/or consulting services to third parties
relating to any of the foregoing.


 


                (v)           The term “Person” shall mean an individual, a partnership,
an association, a corporation, a trust, an unincorporated organization, or any
other business entity or enterprise.


 


                (e)           Injunctive Relief, Invalidity of any Provision.  Employee acknowledges that Employee’s breach
of any covenant contained in this Section 7 will result in irreparable
injury to the Res-Care Companies and that the remedy at law of such parties for
such a breach will be inadequate. 
Accordingly, Employee agrees and consents that each of the Res-Care
Companies in addition to all other remedies available to them at law and in
equity, shall be entitled to seek both preliminary and permanent injunctions to
prevent and/or halt a breach or threatened breach by Employee of any covenant
contained in this Section 7.  If any
provision of this Section 7 is invalid in part or in whole, it shall be
deemed to have been amended, whether as to time, area covered, or otherwise, as
and to the extent required for its validity under applicable law and, as so
amended, shall be enforceable.  The
parties further agree to execute all documents necessary to evidence such
amendment.


 


                (f)            Advice to Future Employers.  If Employee, in the future, seeks or is
offered employment by any other Person, Employee shall provide a copy of this Section 7
to the prospective employer prior to accepting employment with that prospective
employer.


 


                8.             Entire Agreement;
Modification; Waiver. 
This Employment Agreement constitutes the entire agreement between the
parties pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations, and understandings of
the parties.  No supplement,
modification, or amendment of this Employment Agreement shall be binding unless
executed in writing by all parties hereto (other than as provided in the next
to last sentence of Section 7(e) hereof).  No waiver of any of the provisions of this
Employment 


 


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Agreement will be
deemed, or will constitute, a waiver of any other provision, whether or not
similar, nor will any waiver constitute a continuing waiver.  No waiver will be binding unless executed in
writing by the party making the waiver.


 


                9.             Successors and Assigns;
Assignment.  This
Employment Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, executors, legal representatives,
successors and assigns; provided, however, that this Employment
Agreement is intended to be personal to the Employee and the rights and
obligations of the Employee hereunder may not be assigned or transferred by
Employee.


 


                10.           Notices.  All notices, requests, demands and other
communications required or permitted to be given or made under this Employment
Agreement, or any other agreement executed in connection therewith, shall be in
writing and shall be deemed to have been given on the date of delivery
personally or upon deposit in the United States mail postage prepaid by
registered or certified mail, return receipt requested, to the appropriate
party or parties at the following addresses (or at such other address as shall
hereafter be designated by any party to the other parties by notice given in
accordance with this Section):


 


To the Company:


 


Res-Care, Inc.


10140 Linn Station Road


Louisville, Kentucky
40223


Attn:       Ralph G. Gronefeld, Jr.


                President and Chief Executive Officer


 


To the Employee:


 


Richard L. Tinsley


2108 Highland Springs
Place


Louisville, Kentucky 40245


 


                11.           Execution in Counterparts.  This Employment Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same document.


 


                12.           Further Assurances.  The parties each hereby agree to execute and
deliver all of the agreements, documents and instruments required to be
executed and delivered by them in this Employment Agreement and to execute and
deliver such additional instruments and documents and to take such additional
actions as may reasonably be required from time to time in order to effectuate
the transactions contemplated by this Employment Agreement.


 


                13.           Severability of Provisions.  The invalidity or unenforceability of any
particular provision of this Employment Agreement shall not affect the other
provisions hereof and this 


 


12

















 


Employment
Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.


 


                14.           Governing Law;
Jurisdiction; Venue.  This
Employment Agreement is executed and delivered in, and shall be governed by,
enforced and interpreted in accordance with the laws of, the Commonwealth of
Kentucky.  The parties hereto agree that
the federal or state courts located in Kentucky shall have the exclusive
jurisdiction with regard to any litigation relating to this Employment
Agreement and that venue shall be proper only in Jefferson County, Kentucky,
the location of the principal office of the Company.


 


                15.           Tense; Captions.  In construing this Employment Agreement,
whenever appropriate, the singular tense shall also be deemed to mean the
plural, and vice versa, and the captions contained in this Employment Agreement
shall be ignored.


 


                16.           No Conflict;
Indemnification.  Employee
represents, warrants and covenants to the Company that the execution of this
Employment Agreement and the performance by Employee of services for the
Company as contemplated herein will not violate any agreement or covenant to
which the Employee is a party or is bound. 
The representations, warranties and covenants in this Section 16
are a material condition to the execution of this Employment Agreement and the
obligations of the Company herein. 
During the Term, Employee will perform his services hereunder in a
manner that does not violate any such agreement, including any confidentiality
covenants contained therein.  Employee
agrees to indemnify and hold harmless the Res-Care Companies from any breach of
the representations, warranties and covenants in this Section 16.


 


                17.           Survival.  The provisions of Sections 5, 6, 7 and
16 hereof shall survive the termination, for any reason, of this Employment
Agreement, in accordance with their terms.


 


[The
remainder of this page is intentionally blank — signatures begin on next
page.]


 


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                IN
WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as
of the dates set forth below.


 


 


	
   

  	
   

  	
   

  	
  RES-CARE, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  March 24, 2007

  	
   

  	
  By:

  	
  /s/ Ralph G. Gronefeld, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Ralph G.
  Gronefeld, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  March 19, 2007

  	
   

  	
  /s/ Richard L. Tinsley

  
	
   

  	
   

  	
   

  	
  Richard L. Tinsley

  



 


 


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