EXHIBIT 10.3


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT
(“Employment Agreement”) is made effective as of April 1, 2005, between RES-CARE, INC., a Kentucky corporation (the “Company”), and DAVID S. WASKEY (the “Employee”).


 


RECITALS:


 


WHEREAS, the Company and
Employee previously entered into that certain Employment Agreement dated March 14,
2003 (the “Prior Agreement”);


 


WHEREAS, the initial term
of the Prior Agreement is scheduled to expire on December 31, 2005;


 


WHEREAS, the Employee has
accepted additional responsibilities as the Chief Compliance Officer of the
Company and its subsidiaries;


 


WHEREAS, the Company
recognizes that the Employee’s contribution to the growth and success of the
Company has been substantial and wishes to offer the Employee a new long-term
employment agreement which will supersede the Prior Agreement; and


 


WHEREAS, the Company and
the Employee have reached agreement on the terms and conditions of such
agreement.


 


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 April 1, 2005 (the “Commencement Date”), and ending on December 31,
2007, 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.”


 

















 


2.                                       Duties.


 


(a)           Employment as General Counsel and
Chief Compliance Officer.  During the
Term, the Employee shall serve as the General Counsel and Chief Compliance
Officer of the Company and its subsidiaries, with the responsibility for
advising the Company and providing management and oversight of the legal
matters of the Company and its subsidiaries, and the responsibility for
monitoring and directing all programs and functions involving compliance with
federal, state and local laws, rules and regulations and governmental,
national and/or regional accreditation requirements, and creating, improving,
monitoring and directing all internal compliance for all of the operations of
the Company and its subsidiaries.  The
Employee shall, subject to the supervision and control of the Chairman,
President and Chief Executive Officer of the Company (the “Chairman”), perform
such additional duties as may be prescribed from time to time by the Chairman,
including, without limitation, serving as an officer or director of the Company
and/or one or more subsidiaries or affiliates of the Company, if elected to
such positions, without any additional salary or other compensation.


 


(b)           Time and Effort.  The Employee shall devote his best efforts on
a full-time basis and all of his business time, energies and talents
exclusively to the business of the Company and to no other business during the
Term of this Employment Agreement; provided, however, that subject to the
restrictions in Section 7 hereof, the Employee may (i) invest his personal
assets in such form or manner as will not require his 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 him to continue to maintain
his 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 Chairman 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.


 


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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
$175,000.  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.


 


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, 2006 by 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 Chairman 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 Chairman 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 earnings before taxes, interest, depreciation
and amortization of the Company and its subsidiaries on a consolidated basis,
determined in accordance with generally accepted accounting principles
consistently applied (“EBITDA”), for the respective calendar year equal or
exceed ninety percent (90%) of the EBITDA 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.  For purposes of
calculating any incentive payment under the Incentive Plan for the calendar
year 2005, the Base Salary payable to Employee for the period January 1,
2005 through March 31, 2005 under the Prior Agreement shall be taken into
account.  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 Chairman and the Employee on an annual basis).  Any annual incentive earned by the Employee
for any 


 


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period shall be paid by
the Company to the Employee not later than ninety (90) 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.


 


(c)           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.  The Company reserves the right to amend,
modify or terminate in their entirety any of such programs and plans.


 


(d)           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 him 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 Chairman.


 


(e)           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 the payment of any bonus 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
he will treat all of the amounts payable pursuant to this Employment Agreement
as compensation for income tax purposes.


 


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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 his 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 his 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 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 his 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 Chairman, Employee may voluntarily terminate his 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.


 


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(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 his death, the date of his 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 his 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.


 


5.                                       Compensation upon
Termination or During Disability.


 


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


 


(b)           Disability.  If the Employee’s employment shall be
terminated by reason of his disability during the Term, the Employee shall
continue to receive installments of his 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 his 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
his then current Base Salary only through the Date of Termination and the
Employee shall not be entitled to receive any 


 


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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, the Employee shall continue to receive installments of his then
current Base Salary until the Date of Termination and for one (1) year
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.


 


(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 his 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 his 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 benefit plan required to be continued
under applicable law or by its terms.


 


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 his 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.


 


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                7.                                       Restrictive Covenants.


 


(a)                                  Acknowledgments. 
Employee acknowledges that (i) his services hereunder are of a
special, unique and extraordinary character and that his position with the
Company places him in a position of confidence and trust with the operations of
the Company, its subsidiaries and affiliates (collectively, the “Res-Care
Companies”) and allows him access to Confidential Information, (ii) the
Company has provided Employee with a unique opportunity as General Counsel and
Chief Compliance Officer, (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 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, he will not directly or indirectly disclose or use or
otherwise exploit for his 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 his duties hereunder, any Confidential
Information, and (ii) commencing on the Date of Termination, he will not
disparage or comment negatively about any of the Res-Care Companies, or their
respective officers, directors, employees, policies or practices, and he 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 he will not, directly or
indirectly, from the Commencement Date until the Date of Termination, and for a
period of one (1) year thereafter, directly or indirectly (i) offer
employment to, hire, solicit, divert or appropriate to himself 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, he will not undertake any
planning for or organization of any business activity that would be competitive
with the Business.  


 


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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 one (1) year after the last day of
employment of Employee by any Res-Care Company.


 


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


 


(i)                                     For purposes of this Section 7, “termination
of Employee’s employment” shall include any termination pursuant to paragraphs
(b), (c) and (d) 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, compliance and/or operational
methods and Company policies and procedures, including manuals and forms;


 


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(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;


 


(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 Division for Training Services, 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 his 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.


 


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(f)                                    Advice to Future Employers.  If
Employee, in the future, seeks or is offered employment by any other Person, he
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, including but not limited
to the Prior Agreement.  Notwithstanding
the foregoing, the termination of the Prior Agreement shall not affect Employee’s
rights to any unpaid Performance Incentive (as defined in the Prior Agreement)
that may have been earned by Employee for the calendar year 2004.  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 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 him.


 


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:                    Ronald G. Geary,


                                                Chairman, President and Chief Executive
Officer


 


To the Employee:


 


David S. Waskey


2327 Saratoga Drive


Louisville, Kentucky 40205


 


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


 


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


 




	
   

  	
   

  	
  RES-CARE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ronald G. Geary

  
	
   

  	
   

  	
   

  	
       Ronald G. Geary

  
	
   

  	
   

  	
   

  	
       Chairman, President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David S. Waskey

  
	
   

  	
   

  	
  David S. Waskey

  






 


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