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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Employment Agreement") is made and entered
into this 13th day of April, 1997, between RES-CARE, INC., a Kentucky
corporation (the "Company"), and XXXX X. XXXX (the "Employee").
RECITALS:
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WHEREAS, the Company has a need for additional business and revenues in
the operation or management of facilities, residences and programs in its
Division for Persons with Disabilities;
WHEREAS, the Employee has substantial experience in development
matters; 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 May 1, 1997, and ending on April 30,
2000, subject to earlier termination only in accordance with the express
provisions of this Employment Agreement ("Initial Term"). This Employment
Agreement shall be automatically extended on a year-to-year basis (May 1 through
April 30 of each successive year), unless sooner terminated in accordance with
the express provisions of this Employment Agreement ("Additional Terms"), upon
the expiration of the Initial Term or any Additional Term, unless prior to the
commencement of a sixty (60) day period expiring at the end of such Initial Term
or any Additional Term, the Company or the Employee shall have given written
notice to the other stating that the term of this Employment Agreement shall not
be extended. For purposes of this Employment Agreement, the term "Term" shall
mean the Initial Term plus all Additional Terms.
2. DUTIES.
(a) EMPLOYMENT AS EXECUTIVE VICE PRESIDENT OF DEVELOPMENT. During
the Term, the Employee shall serve as the Executive Vice President of
Development of the
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Company. The Employee shall, subject to the supervision and control of the
President and Chief Executive Officer of the Company (the "President") and the
Board of Directors of the Company (the "Board"), develop additional business
and revenues for the Company's Division for Persons with Disabilities,
including, as appropriate, identifying, locating, analyzing, negotiating, and
arranging for the acquisition of new business for 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. The Employee shall also perform such additional duties
as may be prescribed from time to time by the President or the Board,
including, without limitation, serving as an officer 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 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.
3. COMPENSATION.
(a) BASE SALARY. The Company shall pay to the Employee during the
Term a fixed, annual salary (the "Base Salary"), which initially shall be
$150,000. 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 year of the Term, in
proportion to the increase in the Consumer Price Index "All-Items" category, as
published by the Bureau of Labor Statistics (the "CPI") established for the
month of April immediately preceding the date on which the adjustment is to be
made over that established for the month of April 1997. 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) ANNUAL BONUS PLAN. The Employee shall participate with the
other executive officers of the Company in the Annual Bonus Plan established
by the Board, and in connection therewith shall be eligible for an annual
bonus of up to twenty-five percent (25%) of his Base Salary (as adjusted by
the CPI for the year of the Term for which the bonus is determined), in
accordance with and based upon the mutually agreeable performance goals
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established for the Employee by the President and the Employee and as such
Annual Bonus Plan shall be modified by the Board from time to time.
(c) PARTICIPATION IN BENEFIT, INSURANCE, VACATION AND SICK LEAVE
PLANS. Employee shall be entitled to participate in the standard Company
benefit package which is to be implemented generally as reflected in Company's
Flex-Care Employee guide currently in effect, as modified by the Company from
time to time, subject to any eligibility, coverage, qualification or other
limitations or restrictions applicable to such benefits. Employee acknowledges
that the Company is in the process of modifying its Flex-Care Plan. During the
Initial Term and each Additional Term, Employee will be entitled to three (3)
weeks of vacation, which vacation may be utilized as earned. Employee will
accrue ten (10) days of sick leave for each year of employment. The Employer
reserves the right to amend or modify in their entirety or any of the
above-mentioned fringe benefit programs.
(d) PARTICIPATION IN STOCK OPTION PLAN. Employee shall be
entitled to participate in the Company stock option plan which is applicable
to its managerial employees. Provided Employee continues to be employed
hereunder, on the fourth (4th) Thursday of each June commencing in 1998,
Employee shall be granted options to purchase 25,000 shares of Company common
stock (with such maximum number of shares to be equitably adjusted for stock
splits, stock dividends, recapitalizations and the like) for the preceding
twelve (12) month period. Provided Employee shall continue to be employed
hereunder, any stock options granted to Employee pursuant to this paragraph
(d) shall vest and be exercisable immediately on the date of grant and such
options shall have an exercise price based upon the closing sale price of
Company common stock as reported on the NASDAQ National Market System on the
respective date of grant.
(e) PARTICIPATION IN RETIREMENT AND PROFIT SHARING PLANS.
Employee shall be eligible to participate in any retirement and/or profit
sharing plans applicable to the Company's managerial employees, as modified by
the Company from time to time, subject to customary vesting and waiting
periods.
(f) ADDITIONAL BENEFITS. As additional consideration for the
execution of this Employment Agreement and the continuing services of Employee
hereunder, the Company agrees to provide to Employee the following additional
benefits:
(i) COMPANY LOAN. Upon the execution of this Employment
Agreement, the Company will loan to Employee the principal sum of
$15,000, and the Employee will execute and deliver to the Company
the promissory note in the form attached hereto as Exhibit A (the
"Initial Note"). Subject to the provisions of this paragraph (i),
the Initial Note shall have a final maturity date of April 30,
2000, at which time the entire principal balance and any accrued
and unpaid interest shall be payable. Interest shall accrue and
be payable annually on April 30 of each year on the outstanding
principal balance at the Prime Rate (as defined below), as
adjusted as and
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when the Prime Rate is adjusted. The "Prime Rate" means at any
time the interest rate per annum most recently designated or
announced by PNC Bank, Kentucky, Inc. ("Bank") as its "prime
rate" in effect at its principal office in Louisville, Kentucky,
it being expressly understood and agreed that such term does not
necessarily mean or imply that it is the lowest or best rate then
available from the Bank. Provided Employee is employed by the
Company on April 30 of each year of the Initial Term, $5,000 of
the principal balance of the Initial Note and all of the accrued
and unpaid interest on the Initial Note as of such date shall be
forgiven and discharged by the Company. In addition, if Employee
is terminated (A) without Cause (as defined in Section 4(c)
hereof) or (B) within three (3) months after the occurrence of a
Change of Control (as defined in Section 5(d) hereof) applicable
to the Company, the entire principal balance and all accrued and
unpaid interest on the Initial Note shall be forgiven and
discharged by the Company. The entire principal balance and all
accrued and unpaid interest of the Initial Note (other than
amounts which may have been previously forgiven and discharged
pursuant to this paragraph (i)) shall be immediately due and
payable upon Employee's voluntary termination or termination by
the Company for Cause.
(ii) MOVING EXPENSES. Employee will promptly move
his residence from the San Diego, California area to the
Louisville, Kentucky metropolitan area. Employee will be
reimbursed by the Company for his reasonable and necessary
expenses in connection with the relocation of his residence
pursuant to the Company's standard relocation policy except that
the $5,000 cap on expense reimbursement in such policy shall be
waived by the Company. The Company shall also pay the customary
closing costs of Employee in connection with the sale of the
Employee's existing residence in San Diego, California (the
"Existing Residence"), which closing costs shall consist of any
reasonable and customary title examination and/or survey
expenses, sellers' agent's commission, and escrow and document
preparation fees. The Company shall also pay the customary
closing costs of Employee in connection with his purchase of a
new residence in the Louisville, Kentucky metropolitan area,
which closing costs shall consist of any reasonable and customary
title examination and/or survey expenses and escrow and document
preparation fees.
(iii) EDUCATIONAL EXPENSES. Employee is enrolled in
the two (2) year Masters of Business Administration Program at
the University of Phoenix. Employee's enrollment and
participation in such program shall be eligible for reimbursement
under the Company's tuition reimbursement plan, subject to all of
the customary rules and restrictions of such plan, except that
the limitation on maximum reimbursements under such plan shall be
waived by the Company.
(iv) LOSS ON SALE OF EXISTING RESIDENCE. Employee
has received an appraisal of the Existing Residence of $255,000
as of December 1996. To the extent the sales price of the
Existing Residence is less than $255,000 (the "Sale Shortfall"),
the
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Company will lend to Employee, on the date of the closing of his
sale of the Existing Residence (the "Closing Date") an amount
equal to the lesser of (A) the Sale Shortfall or (B) $15,000. In
connection with any such loan, Employee will execute and deliver
to the Company a promissory note in the form attached as Exhibit
B (the "Residence Note") which shall provide for a maturity date
of three (3) years after the Closing Date, at which time the
entire principal balance, plus accrued interest at the Prime
Rate, would be payable. In addition, the entire principal balance
and all accrued and unpaid interest of the Residence Note shall
be immediately due and payable upon Employee's termination for
any reason or the termination of this Employment Agreement for
any reason, including the failure of the parties to extend the
same. The parties agree that if this Employment Agreement is
extended beyond the Initial Term, the parties shall discuss the
possibility of (x) an extension of the maturity date of the
Residence Note, and/or (y) a schedule for the forgiveness and
discharge of all or a portion of the Residence Note.
(g) OUT-OF-POCKET EXPENSES. The Company shall promptly pay
the ordinary, necessary and reasonable expenses incurred by Employee in the
performance of Employee's duties hereunder (or if such expenses are paid
directly by Employee shall promptly reimburse him for such payment),
consistent with the reimbursement policies adopted by the Board from
time-to-time. Provided, however, such payment or reimbursement shall be
subject to prior written approval by the President.
(h) 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 exercise of
any option or the discharge of any obligation under the Initial Note), 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.
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:
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(a) DEATH. The Employee's employment hereunder shall
terminate upon his death.
(b) DISABILITY. If, as a result of the Employee's incapacity
due to physical or mental illness, the Employee shall have been absent from his
duties hereunder on a full-time basis for 180 consecutive calendar days, and
within thirty (30) days after written Notice of Termination is given (which may
occur no earlier than thirty (30) days before, but at any time after, the end of
such 180-day period), the Employee shall not have returned to the performance of
his duties hereunder on a full-time basis, the Company may terminate the
Employee's employment hereunder.
(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. By appropriate action of the Board, the
Company shall have the right to terminate the Employee's employment under this
Employment Agreement at any time without Cause (as defined in Subsection
4(c)).
(e) VOLUNTARY TERMINATION. By not less than thirty (30)
days prior written notice to the President, Employee may voluntarily terminate
his employment hereunder.
(f) NOTICE OF TERMINATION. Any termination during the term
of this Employment Agreement of the Employee's employment hereunder (other
than termination pursuant to Section 4(a) above) shall be communicated by
written Notice of Termination to the Employee hereto (except in the case of
termination as described in Section 4(e) above written Notice of Termination
shall be delivered by the Employee). For purposes of this Employment
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Employment Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Employee's employment under the
provision so indicated.
(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
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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 Employer without Cause, pursuant to Section 4(d) above,
thirty (30) days after Notice of Termination is given, (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, the Employee shall continue to receive his full Base
Salary until the date of his death and a Cash Bonus, prorated based upon the
number of full months that have elapsed from the immediately preceding May 1
until the date of his death (plus any earned but unpaid Cash Bonus for a prior
period).
(b) DISABILITY. During any period that the Employee fails to
perform his duties hereunder as a result of incapacity due to physical or
mental illness, the Employee shall continue to receive his full Base Salary
until the Date of Termination and shall be entitled to receive a Cash Bonus,
prorated based upon the number of full months that have elapsed from the
immediately preceding May 1 until the Date of Termination (plus any earned but
unpaid Cash Bonus for a prior period). Upon termination due to death prior to
a termination as specified in the preceding sentence, Section 5(a) above shall
apply.
(c) CAUSE. If the Employee's employment shall be terminated for
Cause, the Company shall, through the Date of Termination, continue to pay the
Employee his full Base Salary but the Employee shall not be entitled to
receive a Cash Bonus (other than any earned but unpaid Cash Bonus for a prior
period), and shall not be eligible for any severance payment of any nature.
(d) WITHOUT CAUSE. If the Employee's employment shall be
terminated without Cause, and such Notice of Termination shall have been given
after a Change of Control (as defined below) shall be applicable to the
Company, the Employee shall continue to receive his full Base Salary until the
Date of Termination and for one (1) year after the Date of Termination. In all
other cases in which the Employee's employment shall be terminated without
Cause, the Employee shall continue to receive his full Base Salary until the
Date of Termination and for six (6) months after the Date of Termination. In
all cases in which Employee's employment shall be terminated without Cause,
the Employee shall also be entitled to receive a Cash Bonus, prorated based
upon the number of full months that have elapsed from the immediately
preceding May 1 until the Date of Termination (plus any earned but unpaid Cash
Bonus for a prior period). A "Change of Control" shall be applicable to the
Company --
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(i) if any person shall acquire more than fifty percent
(50%) of the common capital stock of the Company through a tender
offer, exchange offer or otherwise;
(ii) if the Company shall be a party to a binding
agreement to any merger, consolidation or reorganization in which
any person who on the date hereof does not own more than ten
percent (10%) of the issued and outstanding common capital stock
of the Company acquires, beneficially or of record, more than
fifty percent (50%) of such stock; or
(iii) there shall be a sale of all or substantially
all of the assets of the Company.
(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 Company shall, through the Date of
Termination, continue to pay the Employee his full Base Salary and the Company
shall pay the Employee his Cash Bonus for the last year of the Term.
(f) VOLUNTARY TERMINATION. If the Employee's employment shall be
terminated pursuant to Section 4(e) hereof, the Company shall, through the
Date of Termination, continue to pay the Employee his full Base Salary but the
Employee shall not be entitled to receive a Cash Bonus (other than any earned
but unpaid Cash Bonus for a period), 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 any 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 2 hereof), Employee shall promptly return to the
Company any Confidential Information (as defined in Section 7(c)(ii) hereof) and
whether or not constituting Confidential Information, any technical data,
performance information and reports, sales or marketing plans, documents or
other records, rolodexes, 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(c)(iii) hereof) of the Company. Employee hereby
acknowledges that any and all of such documents, items, physical representations
and information area 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 will place him in a position of confidence and trust
with the operations of the Company, its subsidiaries and affiliates
(collectively, the "Res-Care Companies") and will allow him access to
Confidential Information, (ii) the Company has provided Employee with a unique
opportunity as its Executive Vice President of Development, (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)(i) 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 COVENANT. Having acknowledged the foregoing,
Employee covenants that without limitation as to time, he will not directly or
indirectly disclose or use or otherwise exploit for his own benefit, or the
benefit of any other person, except as may be necessary in the performance of
his duties hereunder, any Confidential Information.
(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 date hereof until the Date of
Termination of Employee's employment hereunder, and for a period of one (1)
year thereafter, directly or indirectly (i) 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, in competition within the Territory with the
Business of the Res-Care Companies.
(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), (d) and (e) of Section 5 hereof, the termination
of such Employee's employment by reason of the
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failure of the parties hereto to agree to the extension of this
Agreement pursuant to Section 2 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 and Puerto Rico.
(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 xxxx,
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 or entity
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;
(9) accounts receivable and accounts payable;
(10) other financial information, including
financial statements,
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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 juvenile treatment or services, 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,
training services, or providing management and/or consulting
services to third parties relating to 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.
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 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.
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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.
00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx,
President and Chief Executive Officer
To the Employee:
----------------
Xxxx X. Xxxx
00000 Xxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
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. 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.
15. TENSE; CAPTIONS. In construing this Employment Agreement,
whenever
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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.
IN WITNESS WHEREOF, the parties hereto have executed this
Employment Agreement on the day and year set forth above.
RES-CARE, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Xxxxxx X. Xxxxx
President and Chief Executive Officer
/s/ Xxxx X. Xxxx
---------------------------------------------
Xxxx X. Xxxx
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