EX-10.2



 






EXHIBIT 10.2




RES-CARE, INC.

2005 OMNIBUS INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK AWARD AGREEMENT




     THIS AWARD AGREEMENT, pursuant to the Res-Care, Inc. 2005 Omnibus Incentive Compensation Plan
(the “Plan”), is executed this ___day of ___, 200___, (the “Effective Date”) between
Res-Care, Inc. (the “Corporation”) and ___(the “Participant”).



     WHEREAS, the Board of Directors (the “Board”) and the Executive Compensation Committee of the
Board (the “Committee”) have determined that it is in the best interest of the Corporation and
appropriate to the stated purposes of the Plan that the Corporation grant to the Participant an
award of restricted stock of the Corporation pursuant and subject to the terms and conditions of
the Plan and of Participant’s Employment Agreement with the Corporation dated ___, 2005
(the “Employment Agreement”).



     NOW, THEREFORE, in consideration of the premises and mutual covenants in this Agreement, the
parties agree as follows:




	 	1.	 	INCORPORATION OF THE PLAN. This Agreement and the Restricted Shares
granted are and shall be in all respects subject to the terms and conditions of the
Plan, a copy of which Optionee acknowledges receiving at the time of the execution
hereof. The rights of Optionee and the obligations of the Corporation hereunder are
subject to the terms and conditions of the Plan, including, without limitation, those
dealing with the payment of federal, state and local taxes, and of this Award
Agreement. Any decision made, or action taken, by the Board or the Committee arising
out of or in connection with the interpretation and administration of the Plan shall be
final and conclusive. All capitalized terms used in this Agreement not otherwise
defined herein shall have the meanings set forth in the Plan, unless a different
meaning is plainly required by the context.
	 
	 	2.	 	RESTRICTED STOCK GRANT. Pursuant to the terms of Participant’s
Employment Agreement, Corporation hereby grants to the Participant
___(___) shares of the common stock of Corporation, no par value
(the “Restricted Shares”) in exchange for the continued employment of the Participant
by the Corporation. The Restricted Shares granted hereunder shall be fully paid and
nonassessable, in the manner set forth in the Plan.
	 
	 	3.	 	RESTRICTED PERIOD.






a) With respect to ___shares [1/3 of total award (the “Annual Fixed
Restricted Shares”)] the Restricted Shares shall be subject to forfeiture during the
period beginning with the Effective Date and ending five (5) years thereafter (the
“Restricted Period”) provided, however, that the Annual Fixed Restricted Shares
shall vest, and no longer be subject to the restrictions contained herein, in
accordance with the following schedule:


 









 







	 	 	 	 	 
	Date On or After Which	 	Number	 
	Restricted Shares Vest	 	of Shares that Vest	 
	 
	 	 	—	 
	 
	 	 	—	 
	 
	 	 	—	 







b) With respect to ___shares (the “Annual Performance Restricted Shares”)
[2/3 of the Award] the Annual Performance Restricted Shares shall be subject to
forfeiture during the period beginning with the Effective Date and ending on the
March 15 after the fifth anniversary of the award (the “Performance Restricted
Period”); provided however, that if the Trailing EBITDA Test as defined in the
Participant’s Employment Agreement has been met on each of the vesting dates, the
Restricted Shares shall vest in accordance with the following schedule:



	 	 	 	 	 
	Date On or After Which	 	Number	 
	Restricted Shares Vest	 	of Shares that Vest	 
	March 15, 2008
	 	 	—	 
	March 15, 2009
	 	 	—	 
	March 15, 2010
	 	 	—	 







If the Trailing EBITDA Test is not met as to any one of the dates above, the shares
that would have vested on that date shall be forfeited as of that date.




c) Upon such vesting, that portion of the Restricted Shares shall no longer be
Restricted Shares hereunder. During the Restricted Period, except as otherwise
provided herein, any still-Restricted Shares shall be forfeited in the case of any
voluntary or involuntary termination of such Participant’s service as an employee of
the Corporation for any reason. Upon forfeiture for any reason, the Participant
shall have no further rights under the Plan or this Award Agreement as to such
forfeited Restricted Shares. Notwithstanding the above, the forfeiture provisions
shall lapse, shall be of no further force or effect, and the Restricted Shares shall
immediately vest, upon the happening of any of the following while the Participant
is still employed by the Corporation:




	 	•	 	the death of the Participant;
	 
	 	•	 	Permanent disability of Participant as defined in the Employment
Agreement; or
	 
	 	•	 	Change in Control of the Corporation as defined in the Plan.






	 	4.	 	ISSUANCE; TRANSFER RESTRICTIONS. During the Restricted Period, the
Participant may not sell, transfer, pledge, assign, hypothecate or otherwise dispose of
Restricted Shares other than by will or the laws of descent and distribution. Any
attempt by a Participant to sell, transfer, pledge, assign, hypothecate or otherwise
dispose of Restricted Shares during the Restricted Period shall be null and void and of no effect. Upon issuance of the Restricted
Shares, the Participant shall be the owner of all the shares represented by the





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certificate or otherwise designated for Participant. Subject to the forfeiture
provisions, the Participant shall have all the rights of a shareholder with respect
to such shares, including the right to vote the Restricted Shares and to receive all
dividends and other distributions paid with respect to them. The certificate, if
any, issued for the Restricted Shares or the account in which the shares are held
shall be imprinted or designated with the following legend (which legend shall be in
addition to any other restrictive legends required by applicable securities laws and
regulations and any shareholders’ or other agreement that the Restricted Shares are
subject to):


The Securities represented by this certificate are considered
restricted shares and are subject to, and may not be sold,
 exchanged,
transferred, pledged, assigned, hypothecated, or otherwise disposed of
except in compliance with, the Res-Care, Inc. 2005 Omnibus Incentive
Compensation Plan document dated April 26, 2005 and corresponding Award
Agreement dated __________, 200__, by and between the Corporation and
the shareholder, copies of which will be provided upon request.





	 	5.	 	SHARES IN ESCROW. By execution of this Award Agreement, the Participant
agrees that the shares shall be deposited by the Corporation’s transfer agent with the
Secretary of the Corporation or his/her designee. At the expiration of the Restricted
Period, the restrictions in this Award Agreement shall, except as otherwise
specifically provided in the Award Agreement, expire and the Corporation shall, subject
to the provisions of this Award Agreement, deliver the shares to the Participant free
of the restrictions. Such delivery shall be, at Participant’s discretion, either in
certificate form or by electronic delivery to Participant’s brokerage account. 
	 
	 	6.	 	SECTION 83(b) ELECTION. If the Participant files an election under
Internal Revenue Code (the “Code”) Section 83(b), the Participant shall
contemporaneously furnish the Secretary of the Corporation or his/her designee a copy
of the election.
	 
	 	7.	 	TAX WITHHOLDING. Participant must make arrangements satisfactory to the
Committee to pay to the Corporation any federal, state or local taxes required to be
withheld with respect to an Award issued under the Plan at the earlier of (i) the
making of an 83(b) election as provided in Section 6, or (ii) upon vesting of the
Restricted Shares in accordance with this Agreement, based in each case upon the
Committee’s determination of Fair Market Value of the shares taxable at each such date.
If a Participant fails to tender or tender in full a check for such tax withholding,
the Corporation has the right to deduct any such taxes from any payment of any kind
otherwise due to the Participant, including payment of salary or bonus owed to
Participant.
	 
	 	8.	 	ADJUSTMENT PROVISIONS. The aggregate number of Restricted Shares
granted hereunder and subject to restriction from time to time shall be proportionately
adjusted as described in Section 3.2 of the Plan.





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	 	9.	 	EMPLOYMENT OF PARTICIPANT. Neither the adoption of the Plan nor the
granting of any Restricted Shares under the Plan shall be deemed to create a contract
of employment or impose any obligation on the Corporation as employer to continue the
employment of a Participant. In the absence of a written contract to the contrary, a
Participant’s employment with the Corporation shall be, and continue to be, “at will”,
terminable for any reason or for no reason by either the Participant or the
Corporation, with or without notice. If the Participant has a written employment
agreement with the Corporation, the terms and conditions of the employment agreement
shall remain unaffected by this Award and the Participant’s employment status shall
continue to be governed exclusively by the employment agreement.
	 
	 	10.	 	NOT INTENDED TO BE DEFERRED COMPENSATION. This Agreement is intended to
award restricted stock that is not deferred compensation within the meaning of Section
409A of the Code, and it shall be interpreted and administered consistent with this
intent. Therefore, neither the Committee nor Participant shall have or exercise
discretion in a way that would delay the inclusion of income of the Restricted Shares
Award hereunder (other than the vesting schedule set forth in Section 3), including,
but not limited to, substitution of other Restricted Shares, or extension of the
Restricted Period as set forth herein.
	 
	 	11.	 	REPRESENTATIONS. The Corporation has registered the issuance of the
shares. The Participant agrees to comply with all applicable SEC rules, including Rule
144 of the Securities Act of 1933, the Corporation’s applicable securities trading
policy and all reporting obligations concerning trades of the Corporation’s stock.
	 
	 	12.	 	ENTIRE AGREEMENT. This Agreement and the Plan constitute the entire
understanding and agreement between the Corporation and Participant with regard to all
matters herein. There are no other agreements, conditions or representations, oral or
written, expressed or implied with regard thereto. This Agreement may be amended only
in writing, signed by all of the parties.





	 	 	 	 	 
	 
	 	Res-Care, Inc.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Ronald G. Geary
	 
	 	 	 	 
	 
	 	Title: Chairman, President and Chief
Executive Officer
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	Participant

	 
	 	 	 	 
	 
	 	 
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 






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