EX-10.1





 Exhibit 10.1 

TRANSITION AGREEMENT AND RELEASE 

This TRANSITION AGREEMENT AND RELEASE (this “Agreement”) is effective as of July 31, 2019 (the “Effective
Date”), by and between Addus HealthCare, Inc., an Illinois corporation (the “Company”), and James Zoccoli, an individual domiciled in the State of Texas (the “Employee”). The Company and Employee are
hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.” 

WHEREAS, Employee has served as the Chief Information Officer of the Company, pursuant to an Employment and Non-Competition Agreement, as amended and restated on November 5, 2018 (the “Employment Agreement”); 

WHEREAS, Employee intends to retire from employment and has provided notice of his intent to terminate his employment under the
Employment Agreement without Good Reason prior to the expiration of the Employment Term (as defined therein), pursuant to, and in accordance with, Section 7(b) of the Employment Agreement; 

WHEREAS, the Company, however, desires to continue to employ Employee in a reduced,
non-executive role from and after the Effective Date until July 31, 2020 in order for Employee to perform certain transition services for the Company as set forth in this Agreement (the
“Transition Services”); 
 WHEREAS, in exchange for the additional promises set forth herein, Employee has agreed to
perform the Transition Services, and the Company has agreed to employ Employee; and 
 WHEREAS, Employee acknowledges that, as a
result of Employee’s Section 7(b) resignation, Employee is not entitled to any Severance Pay and would not be entitled to any portion of the bonus described in Section 3(b) of the Employment Agreement absent Employee’s execution
of this Agreement. 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties,
intending to be legally bound, agree as follows: 
  

	 	1.	 Term of Employment. 



The Company hereby employs the Employee, and the Employee hereby accepts employment by the Company for the period commencing as of the
Effective Date and ending on July 31, 2020 (the “Transition Term”). 
  

	 	2.	 Employment Duties. 



During the Transition Term, Employee shall provide services to accomplish the orderly transition of Employee’s former duties and
responsibilities with the Company and such other special projects as requested by the Company from time to time (the “Transition Services”).    During the Transition Term, Employee shall report directly to the
Chief Executive Officer (the “CEO”) of the Company. 

  
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	 	3.	 Compensation. 



The Company will pay the Employee certain amounts as separation benefits as follows during the Transition Term: 

 

	 	(a)	 Separation Payments. During the Transition Term, the Company will continue to pay Employee
amounts consistent with the rate of compensation set forth in Section 3(a) of the Employment Agreement (the “Separation Payments”). The Separation Payments shall be paid in accordance with the normal payroll practice of the
Company and subject to applicable withholdings and deductions. 


  

	 	(b)	 Other Separation Compensation. In exchange for Employee’s execution of and performance under
this Agreement and his strict compliance with the covenants incorporated by reference into Section 6 below, the Company agrees to pay Employee an amount equal to the pro rata portion of the bonus Employee would have received for 2019, if any,
had Employee continued in his executive employment with the Company through the payment date at his prior annual salary rate of $360,000 per year and not given notice of resignation prior thereto, with such pro rata portion being seven-twelfths of
the bonus the Compensation Committee would otherwise have awarded based on the quantitative and qualitative factors described on Exhibit B of the Employment Agreement (the “Pro Rata Separation Bonus”). The payment described
in this Section 3(b) shall hereinafter be referred to collectively with the Separation Payments as the “Separation Benefits.” Employee acknowledges that Employee shall not be eligible to receive any other bonus other than the
Pro Rata Separation Bonus, if any, and that Employee would not be entitled to a Pro Rata Separation Bonus without this Agreement. 


  

	 	(c)	 Equity Awards. Employee has previously received stock options and restricted stock awards
pursuant to the Employment Agreement. Such equity awards shall continue to vest during the Transition Term. However, Employee shall not be eligible for any other stock option or restricted stock awards during the Transition Term.



  

	 	(d)	 Eligibility for Separation Pay and Benefits Generally. Employee’s entitlement to:
(i) the Separation Payments, (ii) continued vesting of equity awards, and (iii) health benefits (set forth in Section 5, below) is expressly conditioned on Employee timely executing and delivering an effective general release in
a form acceptable to the Company in its discretion before the Effective Date of this Agreement and not revoking such release. Employee’s entitlement to the Pro Rata Separation Bonus above is expressly conditioned on Employee timely executing
and delivering the general release attached hereto as Exhibit 1 on March 1, 2020 and not revoking such release. 


  

	 	4.	 Reserved. 



  
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	 	5.	 Benefits. 



During the Transition Term, Employee shall continue to receive the same health benefits Employee received under Section 5(d) of the
Employment Agreement. 
  

	 	6.	 Employee Covenants. 



Employee acknowledges that Employee has previously executed an Employment Agreement, which includes in Section 9 thereof certain non-competition, non-solicitation, non-disclosure, and non-disparagement covenants, as well as
covenants to return Company property; confidentiality and other acknowledgement provisions; and remedies for any breach of Section 9 of the Employment Agreement. Employee promises to adhere to all the terms of Section 9 of the Employment
Agreement, which shall remain in full force and effect following execution of this Agreement and which are hereby incorporated by reference as originally executed and acknowledged by both Parties, provided, however, that nothing incorporated herein
shall prevent Employee from making a good-faith, truthful report to a government agency with oversight responsibility of the Company or from otherwise participating in a government investigation. For an avoidance of doubt, all remedies for any
breach of Section 9 of the Employment Agreement are also hereby incorporated by reference. 
  

	 	7.	 Prior Agreement. 



Except as otherwise provided herein, including, without limitation with respect to Section 6 hereof, this Agreement supersedes and is in
lieu of any and all other employment arrangements between Employee and the Company or its predecessor or any subsidiary, and any and all such employment agreements and arrangements are hereby terminated and deemed of no further force or effect. 

 

	 	8.	 Assignment. 



Neither this Agreement nor any rights or duties of Employee hereunder shall be assignable by Employee, and any such purported assignment by him
shall be void. The Company may assign all or any of its rights hereunder. 

  
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	 	9.	 Notices. 



Unless specified in this Agreement, all notices and other communications hereunder shall be in writing and shall be deemed given upon receipt
or refusal thereof if delivered personally, sent by overnight courier service, mailed by registered or certified mail (return receipt requested), postage prepaid, or emailed to the other Party’s email address on the Company’s computer
network. Notice to the respective Parties, if mailed or sent by overnight courier service, shall be to the following addresses: 
  

	 	(a)	 if to Employee, to: 



James “Zeke” Zoccoli 

2114 Rheims Drive 
 Carrollton, TX
75006 
 With a copy, which shall not constitute notice, to: 

Quilling Selander Lownds Winslett & Moser, P.C. 

2001 Bryan Street, Suite 1800 

Dallas, TX 75201 
 Attention: Jim
Hunter Birch 
 Telephone: (214) 880.1806 

E-mail: jbirch@qslwm.com 
  

	 	(b)	 if to the Company, to: 



Addus HealthCare, Inc. 
 6801
Gaylord Parkway 
 Suite 110 

Frisco, TX 75034 
 Attention: CEO

 with a copy, which shall not constitute notice, to: 

Bass Berry & Sims PLC 

150 Third Avenue South 
 Suite
2800 
 Nashville, TN 37201 

Attention: David Cox, Esq. 

Telephone: (615) 742-6299 

Facsimile: (615) 742-2864 

E-mail: dcox@bassberry.com 

Any Party may change its address for notice by giving all other Parties notice of such change pursuant to this Section 9. 

 

	 	10.	 Amendment. 



This Agreement may not be changed, modified, or amended except in writing signed by both Parties to this Agreement. 

 

	 	11.	 Waiver of Breach. 



The waiver by either Party of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent
breach by either Party. 

  
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	 	12.	 Invalidity of Any Provision. 



The provisions of this Agreement are severable, it being the intention of the Parties that, should any provision hereof be invalid or
unenforceable, such invalidity or enforceability of any provisions shall not affect the remaining provisions hereof, but the same shall remain in full force and effect as if such invalid or unenforceable provision or provisions were omitted. 

 

	 	13.	 409A Compliance. 



This Agreement is intended to comply with or be exempt from Code §409A, and accordingly, to the maximum extent permitted, this Agreement
shall be interpreted to be in compliance with or exempt from Code §409A. Notwithstanding any other provision to the contrary, a termination of employment with the Company shall not be deemed to have occurred for purposes of any provision of
this Agreement providing for the payment of “deferred compensation” (as such term is defined in §409A) upon or following a termination of employment unless such termination is also a “separation from service” from the
Company within the meaning of Code §409A and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this agreement, references to a “separation,”
“termination,” “termination of employment or like terms shall mean “separation from service.” If Employee is a specified employee within the meaning of that term under Code §409A, then with regard to any payment that is
considered non-qualified deferred compensation under Code §409A and payable on account of a separation from service, such payment shall be made on the date which is the earlier of (i) the expiration
of the six (6)-month period measured from the date of such separation from service, and (ii) the date of Employee’s death (the “Delay Period”) to the extent required under Code §409A. Upon the expiration of the Delay
Period, all payments delayed shall be paid to Employee in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein. To the extent any reimbursements or
in-kind benefits under this Agreement constitute non-qualified deferred compensation for purposes of Code §409A, (i) all such expenses or other reimbursements
under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to such reimbursement or in kind benefits is not subject to
liquidation or exchange for another benefit and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. For purposes of Code §409A, Employee’s right to receive any installment payment pursuant to this Agreement
shall be treated as a right to receive a series of separate and distinct payments. In no event shall any payment under this Agreement that constitutes non-qualified deferred compensation for purposes of Code
§409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Code §409A. 
  

	 	14.	 Governing Law. 



This Agreement shall be governed by, and construed, interpreted, and enforced in accordance with, the laws of the State of Texas as applied to
agreements entirely entered into and performed in Texas by Texas residents exclusive of the conflict of laws provisions of any other state. 

  
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	 	15.	 Arbitration. 



Except as set forth below, any controversy or claim arising out of or relating to this Agreement (including, without limitation, as to
arbitrability and any disputes with respect to the Employee’s employment with the Company or the termination of such employment), or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association in effect as of the date of filing of the arbitration administered by a person authorized to practice law in the State of Texas and mutually selected by the Company and Employee (the “Arbitrator”). If the
Company and Employee are unable to agree upon the Arbitrator within fifteen (15) days, they shall each select an arbitrator within fifteen (15) days, and the arbitrators selected by the Company and Employee shall appoint a third arbitrator
to act as the Arbitrator within fifteen (15) days (at which point the Arbitrator alone shall judge the controversy or claim). The arbitration hearing shall commence within ninety (90) calendar days after the Arbitrator is selected, unless
the Company and Employee mutually agree to extend this time period. The arbitration shall take place in Dallas, Texas. The Arbitrator will have full power to give directions and make such orders as the Arbitrator deems just. Nonetheless, the
Arbitrator explicitly shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement except pursuant to Section 12. The Arbitrator shall issue a written decision that sets
forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based within thirty (30) days after the conclusion of the arbitration hearing. The agreement to arbitrate will be specifically enforceable. The
award rendered by the Arbitrator shall be final and binding (absent fraud or manifest error), and any arbitration award may be enforced by judgment entered in any court of competent jurisdiction. The Company and Employee shall each pay one-half (1/2) of the fees of the Arbitrator. Notwithstanding anything set forth above to the contrary, in the event that the Company seeks injunctive relief and/or specific performance to remedy a breach, evasion,
violation, or threatened violation of this Agreement, Employee irrevocably waives his right, if any, to have any such dispute decided by arbitration or in any jurisdiction or venue other than a state or federal court in the State of Texas. For any
such action, Employee further irrevocably consents to the personal jurisdiction of the state and federal courts in the State of Texas. 
  

	 	16.	 WAIVER OF JURY TRIAL. 



NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL IN ANY
LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH
ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION 19 HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND
THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THIS SECTION 16 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. 

  
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	 	20.	 Attorneys’ Fees. 



If either Party is required to enforce any of his or its rights under this Agreement, including, without limitation, any right under
Section 6 hereof, the prevailing party shall be entitled to recover from the other Party all attorneys’ fees, court costs, and other reasonable expenses incurred in connection with the enforcement of those rights. 

 

	 	21.    Survival.	 



Notwithstanding anything herein to the contrary, obligations under this Agreement which by their nature would continue beyond the termination
of this Agreement, including without limitation those obligations contained in Section 6, shall survive termination or expiration of this Agreement for any reason. 

[Remainder of Page Intentionally Left Blank] 

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

			
	ADDUS HEALTHCARE, INC.
		
	By:	 	 /s/ R. Dirk Allison

	Name:	 	R. Dirk Allison
	Title:	 	President & Chief Executive Officer
	
	JAMES ZOCCOLI
	
	 /s/ James Zoccoli

	James Zoccoli



  
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 Exhibit 1 

GENERAL RELEASE 
 In
consideration of the Pro Rata Separation Bonus described in the Transition Agreement and Release by and between Addus HealthCare, Inc., an Illinois corporation (the “Company”), and James Zoccoli, an individual domiciled in the State
of Texas (the “Employee”) (the “Transition Agreement”), and as required by Section 3(b) thereof, Employee hereby agrees to the following general release (the “Release”). The Company and
Employee are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.” 

1.    Release. 

(a) Employee hereby waives, releases, and forever discharges the Company, its subsidiaries, business units, affiliates, parent
companies, predecessors, successors, and its respective officers, directors, employees, agents, and legal counsel (collectively, the “Released Parties”) from any and all claims, causes of action, demands, damages, costs, expenses,
liabilities, grievances, or other losses, whether known or unknown, that in anyway arise from, grow out of, or are related to Employee’s employment with the Company, Employee’s termination of employment with the Company, or events that
occurred before the date Employee executes this Release. Employee understands that the general release of claims contained in this Section 1 does not, however, waive any claim or cause of action that may arise after this
Release is executed by Employee or any rights regarding the Separation Benefits provided for in Sections 3 and 5 of the Transition Agreement. 

(b) Without limiting the generality of the foregoing, this general release of claims is intended to and shall release the
Released Parties from any and all claims arising under federal, state, or local law prohibiting employment discrimination and all claims arising out of any legal restrictions on the Company’s right to terminate its employees, including any
breach of contract claims. This general release of claims also specifically releases the Released Parties from all claims under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act (ADEA), the National
Labor Relations Act (NLRA), the Employment Retirement Income Security Act (ERISA), the Americans with Disabilities Act (ADA), the Uniformed Services Employment and Reemployment Rights Act (USERRA), the Genetic Information Nondiscrimination Act
(GINA), and the Equal Pay Act (EPA), as well as all other applicable federal, state, or local codes, laws, regulations, and ordinances concerning Employee’s employment. This general release of claims shall not apply to claims that cannot be
waived as a matter of law, including certain wage claims under the Fair Labor Standards Act (FLSA) or other state laws, claims under any applicable workers’ compensation laws, or claims under unemployment compensation laws. 

2.    No Current Claims; Covenant Not to Sue. Employee represents and warrants that Employee has not filed
any complaint(s) or charge(s) against the Company or any of the other Released Parties with the Equal Employment Opportunity Commission (“EEOC”) or the state 

  
 9 













 
commission empowered to investigate claims of employment discrimination, the Department of Labor, the Office of Federal Contract Compliance Programs, or with any other local, state, or federal
agency or court. Employee acknowledges and understands, however, that nothing in this Release shall prevent Employee from filing a charge of discrimination with the EEOC or a comparable state agency, but Employee agrees that should Employee obtain
damages, or should the EEOC or any other third party obtain damages or other relief on Employee’s behalf, arising out of a claim concerning Employee’s employment with the Company, Employee will completely waive and forego the receipt of
all such damages or other relief. Other than as authorized by the second sentence of this Section 2, Employee covenants and agrees not to file, commence, or initiate, whether directly or indirectly, any complaint or charge
of any nature, whether related to employment discrimination or not, at any time hereafter against any of the Released Parties, and if any court, tribunal, or agency assumes or has assumed jurisdiction over any such complaint or charge, Employee
shall promptly request in writing that the court, tribunal, or agency dismiss the matter. If Employee breaches this covenant not to sue, Employee hereby agrees to pay all of the reasonable costs and attorneys’ fees actually incurred by the
Released Parties in defending against such claims, together with any further damages as may result, directly or indirectly, from that breach. 

3.    No Admission of Wrongdoing or Liability. It is understood and agreed that this Release is in
compromise of all existing, potential, or disputed claims. Nothing contained in this Release will constitute, or be construed as or is intended to be, an admission or an acknowledgment by the Released Parties of any wrongdoing or liability, all such
wrongdoing and liability being expressly denied. 
 4.    Reserved. 

5.    Restrictive Covenants. Employee acknowledges that Employee has previously executed a Transition
Agreement, which incorporates by reference in Section 6 thereof certain non-competition, non-solicitation,
non-disclosure, and non-disparagement covenants, as well as covenants to return Company property; confidentiality and other acknowledgement provisions; and remedies for
any breach of Section 6 of the Transition Agreement. Employee acknowledges and understands that the restrictive covenants included in Section 6 of the Transition Agreement survive the termination
or expiration of the Transition Agreement and shall remain in full force and effect following the execution of this Release. 

6.    Disclosure. Employee acknowledges and warrants that Employee is not aware of, or that Employee has
fully disclosed to the Company, in writing, any matters for which Employee was responsible or that came to Employee’s attention as an employee of the Company that might give rise to, evidence, or support any claim of illegal conduct, regulatory
violation, unlawful discrimination, or other cause of action against the Company. 
 7.    Company
Property. Employee represents and covenants that Employee has returned, or will return to Company, upon Company’s request and in no event any later than the July 31, 2020, all property of the Company, including but not limited to
all keys to the Company’s offices, all equipment of any type, all documents, client lists, vendor lists, sales data or sales materials, customer preferences, marketing materials, product cost information, written


  
 10 













 
information, forms, formulae, Company plan documents, Company legal documents, work-related e-mails, password access codes, and any other items relating to
the Company’s business that Employee generated or received from the Company (or any entity affiliated with the Company), as well as any records and copies of the same, which are in Employee’s possession or control, including but not
limited to all originals, copies, derivations, and summaries of any of the Company’s confidential or proprietary information and/or trade secrets. Employee agrees to destroy any and all Company documents, including but not limited to e-mails and documents that Employee may have stored on Employee’s personal computers or other electronic devices of any kind. 

8.    Remedies. Employee understands and agrees that if Employee breaches any term of this Release,
including, without limitation, any obligation under Section 5 hereof, Employee shall be subject, upon petition to any court of competent jurisdiction, to any remedy available to the Company at law or in equity, including
the disgorgement and recoupment of any consideration given under this Release and the Transition Agreement; temporary, preliminary, and permanent injunctive relief enjoining Employee from any such breach or threatened breach, without the necessity
of proving the inadequacy of monetary damages or the posting of any bond or security; damages; and pursuant to Section 17 hereof, payment of all reasonable attorney’s fees incurred by the Company. 

9.    Binding Effect. This Release will be binding upon and inure to the benefit of the Parties and their
respective officers, directors, employees, agents, legal counsel, heirs, successors, and assigns. 

10.    Governing Law. This Release will be governed by and construed and enforced in accordance with the
laws of the State of Texas, without regard to its choice of law rules. 
 11.    Notice. All notices,
demands, or other communications hereunder shall be in writing and shall be deemed to have been duly given and received (i) if delivered personally, (ii) three (3) business days after being mailed, certified mail, return receipt requested,
(iii) one (1) business day after being sent by nationally recognized overnight delivery service, or (iv) if sent via facsimile or similar electronic transmission during normal business hours, as evidenced by mechanical confirmation of such
facsimile or other electronic transmission: 
  

	 	(a)	 if to Employee, to: 



James “Zeke” Zoccoli 

2114 Rheims Drive 

Carrollton, TX 75006 

With a copy, which shall not constitute notice, to: 

Quilling Selander Lownds Winslett & Moser, P.C. 

2001 Bryan Street, Suite 1800 

Dallas, TX 75201 

Attention: Jim Hunter Birch 

Telephone: (214) 880.1806 

E-mail: jbirch@qslwm.com 

  
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	 	(b)	 if to the Company, to: 



Addus HealthCare, Inc. 

6801 Gaylord Parkway 

Suite 110 

Frisco, TX 75034 

Attention: CEO 

with a copy, which shall not constitute notice, to: 

Bass Berry & Sims PLC 

150 Third Avenue South 

Suite 2800 

Nashville, TN 37201 

Attention: David Cox, Esq. 

Telephone: (615) 742-6299 

Facsimile: (615) 742-2864 

E-mail: dcox@bassberry.com 

Any Party may change its address for notice by giving all other Parties notice of such change pursuant to this Section 11. 

12.    Counterparts. This Release may be executed in one or more counterparts, each of which shall be deemed
an original and all of which together shall be considered one and the same Release. Counterpart signature pages to this Release transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”)
form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature. 

13.    No Waiver. Should the Company fail to require strict compliance with any term or condition of this
Release, such failure shall not be deemed a waiver of such terms or conditions, nor shall the Company’s failure to enforce any right it may have preclude it from thereafter enforcing its rights under this Release. 

14.    Entire Agreement. This Release, together with the Transition Agreement, contains the entire
understanding of the Parties as to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof. 

15.    No Oral Modification. This Release may not be amended or modified except by an agreement in writing
signed by both Parties. 

  
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 16.    Severability. If a court of competent jurisdiction
should rule that any provision of this Release is invalid, illegal, or unenforceable in any respect, such ruling shall not affect the validity and enforceability of any other provision thereof, and this Release shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein. 
 17.    Attorneys’ Fees. The
Parties agree that in the event it becomes necessary to seek judicial remedies for the breach or threatened breach of this Release, the prevailing party will be entitled, in addition to all other remedies, to recover from the non-prevailing party reasonable attorneys’ fees and costs. 

18.    Section 409A Compliance. The intent of the parties is that payments and benefits under this Release
comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Release shall
be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest, or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code
Section 409A. The Parties acknowledge that the provisions of Section 13 of the Transition Agreement are hereby incorporated herein. 

19.    Consideration and Revocation Period. Employee acknowledges that Employee has a period of sixty
(60) days after Employee’s receipt of this Release in which to consider entering into this Release (the “Consideration Period”). Employee has the right to sign this Release sooner than the expiration of the Consideration
Period. If Employee does so, Employee acknowledges that Employee waives the right to the full 60-day Consideration Period. Employee may also revoke the signed Release at any time during a seven (7) day
period following Employee’s execution of this Release, (the “Revocation Period”) by providing written notice of revocation in accordance with Section 11 of this Release. The notice must be received by
the Company no later than the seventh day after signing this Release. 
 20.    Agreement Knowing and
Voluntary. Employee is advised that Employee has the right to and should consult with an attorney of Employee’s choice, at Employee’s expense, during the Consideration and/or Revocation Periods. By signing this Release, Employee
acknowledges that Employee has had an adequate opportunity to consult with an attorney and consider this Release. Employee further acknowledges that Employee has carefully read and fully understands all the provisions of this Release, specifically
including the General Release of Claims included in Section 1 of this Release. Employee acknowledges that Employee is fully satisfied with the terms and conditions of this Release, including, without limitation, the Pro
Rata Separation Bonus received, or to be received, by Employee from the Company. Finally, Employee also acknowledges that Employee is voluntarily entering into this Release without any threat or coercion. If Employee chooses to revoke this Release
within the Revocation Period, the Release shall become null and void, and Employee shall not be entitled to any of the Pro Rata Separation Bonus and shall, to the extent already received, immediately return such Pro Rata Separation Bonus to the
Company, as further required by Section 3(d) of the Transition Agreement. Should Employee not exercise Employee’s right to revoke this Release within seven (7) days of the date of execution, this Release shall be
held in full force and effect, and each Party shall be obligated to comply with its requirements. 

  
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 [Remainder of Page Intentionally Left Blank] 

  
 14 













 IN WITNESS WHEREOF, the Parties have executed this Release as of the date below. 

 

									
	Dated:	 	  
	 		 	  

		 		 		 	James Zoccoli	 	
				
	Dated:	 	  
	 		 	ADDUS HEALTHCARE, INC.
				
		 		 		 	  

					
		 		 		 	By:	 	 R. Dirk Allison

					
		 		 		 	Title:	 	 Chief Executive Officer



  
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