Common use of Incentive Plan Clause in Contracts

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of 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 such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the Approved Company Performance Percentage shall be seventy percent (70%). The sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%). (i) Not later than March 15 of each calendar year, the Compensation Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target for a calendar year, the Approved Company Performance Percentage for such calendar year shall be seventy percent (70%). Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target for such calendar year. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 3. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four (74) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of 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 Net Income (“EBITDA”), as defined below) for such calendar year (the “Annual EBITDA Net Income Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA Net Income for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Net Income Target for such calendar year. The threshold referred to in the immediately preceding sentence shall hereinafter be referred to as the “Annual Net Income Threshold.” For all purposes of this Employment Agreement, in determining “Company Net Income” shall mean the actual EBITDA net income of the Company and its subsidiaries for on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied, as adjusted to exclude (x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred by the Company and its subsidiaries other than in the ordinary course of business, including but not limited to losses or expenses resulting from redemptions or repayments of indebtedness, or modifications or amendments of the Company’s credit facility, in each calendar yearcase net of related tax benefit, and (y) other appropriate items as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof). The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Department Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The Not later than March 15 of each calendar year, the maximum percentage percentages for each of the Approved Professional Department Performance Percentage (the “Department Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) shall be established by the Compensation Committee for such calendar year within a range of forty percent (40%) and sixty percent (60%); provided that the sum of such percentages shall equal one hundred percent (100%) each calendar year. If the Compensation Committee shall not timely establish either or both of the Department Maximum Performance Percentage or the Company Maximum Performance Percentage for Employee the calendar year 2008, each of such percentages shall be thirty fifty percent (3050%) and ). If the maximum percentage Compensation Committee shall not timely establish either or both of the Approved Company Department Maximum Performance Percentage or the Company Maximum Performance Percentage for any future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall be seventy percent (70%)apply for such calendar year. The sum of the Approved Professional Department Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%). (i) Not later than March 15 of each calendar year, the Compensation Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target for a calendar year, the Approved Company Performance Percentage for such calendar year shall be seventy percent (70%). Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target for such calendar year. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 3. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four (74) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of 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 such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Talent Management Committee of the Board of Directors (the “Compensation Talent Management Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The target amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the ). The Approved Company Performance Percentage shall be a target of seventy percent (70%). The sum ) with a range of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred zero percent (0%) to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one two hundred percent (100200%). Thus making the overall range of payment zero percent (0%) to one hundred-seventy percent (170%) of Base Salary. The Company portion is earned as follows: · Actual EBITDA 95%-99% of budget 10% for each point up to 50% of eligible incentive earned (example 95% budget = 10% incentive, 96%=20% etc. ) · Actual EBITDA 100% of budget 100% of eligible incentive earned · Actual EBITDA over budget 5% incentive for each point up to a maximum 200% of eligible incentive award (iexample 101% of budget = 105% incentive, 102% = 110% etc., 120% of budget and above = 200% incentive) Not later than March 15 of each calendar year, the Compensation Talent Management Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 2013 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target for a calendar year, the Approved Company Performance Percentage for such calendar year shall be seventy percent (70%). Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target for such calendar year. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 3. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four (74) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”

Incentive Plan. During the TermCompany shall assume certain employee stock incentive obligations, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity pursuant to its 1998 Stock Incentive Plan (the “"Stock Incentive Plan”)") to be adopted prior to the Offerings Closing Date, a copy of which is attached hereto as SCHEDULE 2.7. (a) Following the Distribution, the Company intends to issue substitute options under the Stock Incentive Plan (collectively "Substitute Options") in substitution for grants of options to purchase Parent Common Stock granted under Parent's stock option plans as of the Distribution Date (collectively, "Parent Stock Options") which are held by Company Employees on the Distribution Date. Shortly With certain exceptions, Parent Stock Options held by individuals employed by Parent as of the Distribution Date and Parent Stock Options held by individuals who will not continue their employment after the beginning Distribution Date with any of each calendar yearParent, the Company’s Board Company or any of Directors their subsidiaries, including individuals who have retired prior to such date, will establish remain outstanding as Parent Stock Options, with an appropriate antidilution adjustment to reflect the Distribution. (b) The Substitute Options will provide for the purchase of a target number of earnings before taxes, interest, depreciation and amortization shares of the Class A Common Stock of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under "Class A Common Stock") equal to the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for number of shares of Parent Common Stock subject to such calendar year equals or exceeds ninety percent (90%) Parent Stock Options as of the Annual EBITDA Target for such calendar year. For all purposes of this Employment AgreementDistribution Date, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum Ratio (as defined below), rounded down to the nearest whole share. The per share exercise price of the Approved Professional Performance Percentage and Substitute Options will equal the Approved per share exercise price of such Parent Stock Options as of the Distribution Date divided by the Ratio. Solely for its convenience, the Company Performance Percentage (as determined below) for such calendar yearwill pay the holders of the Substitute Options cash in lieu of any fractional share. The maximum percentage other terms and conditions of such Substitute Options will be substantially the same as those of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and surrendered Parent Stock Options subject to the maximum percentage provisions of the Approved Company Performance Percentage shall be seventy percent (70%)Stock Incentive Plan. The sum of "Ratio" means the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%). amount obtained by dividing (i) Not later than March 15 the average of the daily high and low per share prices of the common stock of Parent as listed on the New York Stock Exchange (the "NYSE") during each calendar year, of the Compensation Committee shall establish 30 trading days immediately preceding the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee ex-dividend date for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied Distribution by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. (ii) If the Company average of the daily high and its subsidiaries meet or exceed low per share prices of the Annual EBITDA Target for a calendar year, Class A Common Stock as listed on the Approved Company Performance Percentage for such calendar year shall be seventy percent (70%). Notwithstanding anything in this Employment Agreement to NYSE during each of the contrary, 30 trading days immediately preceding the Approved Company Performance Percentage shall be zero unless the actual Company EBITDA ex-dividend date for the respective calendar year equals or exceeds the Annual EBITDA Target for such calendar year. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 3. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four (74) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive BonusDistribution.”

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with a written incentive program mutually established by the Res-Care, Inc. Non-Equity Incentive Plan Chairman and the Employee on a calendar year basis (the “Incentive Plan”). Shortly after The Incentive Plan shall provide that sixty-five percent (65%) of the beginning 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 each 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, year unless the Company’s Board of Directors will establish a target of 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 such the respective calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals equal or exceeds exceed ninety percent (90%) of the Annual EBITDA Target target for the respective calendar year as established by the Board of Directors at the beginning of such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The amount payable 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 for each full calendar year during the Term shall equal multiplied by the Base Salary actually paid to the Employee for such the period for which the incentive is determined. For purposes of calculating any incentive payment under the Incentive Plan for the calendar year multiplied by 2005, the sum of Base Salary payable to Employee for the Approved Professional Performance Percentage and period January 1, 2005 through March 31, 2005 under the Approved Company Performance Percentage (as determined below) for such calendar yearPrior Agreement shall be taken into account. The maximum percentage of the Approved Professional Performance Percentage for Employee’s Base Salary that the Employee may earn under the Incentive Plan shall be thirty forty percent (30%) and the maximum percentage of the Approved Company Performance Percentage shall be seventy percent (70%). The sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%). (i) Not later than March 15 of each calendar year, the Compensation Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (9040%) of the Annual EBITDA Target for such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target for a calendar year, the Approved Company Performance Percentage for such calendar year shall be seventy percent (70%). Notwithstanding anything in this Employment Agreement Base Salary actually paid to the contrary, Employee for the Approved Company Performance Percentage shall be zero unless period for which the incentive is determined (with the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target for percentage to be determined within such calendar year. After any target or percentage described in this paragraph (b) has been established range based upon a scale of performance mutually agreed to by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 3Chairman and the Employee on an annual basis). Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term period shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of ninety (x) seventy-four (7490) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. 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.

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of 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 such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Talent Management Committee of the Board of Directors (the “Compensation Talent Management Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The target amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the ). The Approved Company Performance Percentage shall be a target of seventy percent (70%). The sum ) with a range of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred zero percent (0%) to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one two hundred percent (100200%). Thus making the overall range of payment zero percent (0%) to one hundred-seventy percent (170%) of Base Salary. The Company portion is earned as follows: • Actual EBITDA 95%-99% of budget 10% for each point up to 50% of eligible incentive earned (example 95% budget = 10% incentive, 96%=20% etc. ) • Actual EBITDA 100% of budget 100% of eligible incentive earned • Actual EBITDA over budget 5% incentive for each point up to a maximum 200% of eligible incentive award (iexample 101% of budget = 105% incentive, 102% = 110% etc., 120% of budget and above = 200% incentive) Not later than March 15 of each calendar year, the Compensation Talent Management Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target for a calendar year, the Approved Company Performance Percentage for such calendar year shall be seventy percent (70%). Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target for such calendar year. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 3. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four (74) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of 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 such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Talent Management Committee of the Board of Directors (the “Compensation Talent Management Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The target amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the ). The Approved Company Performance Percentage shall be a target of seventy percent (70%). The sum ) with a range of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred zero percent (0%) to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one two hundred percent (100200%). Thus making the overall range of payment zero percent (0%) to one hundred-seventy percent (170%) of Base Salary. The Company portion is earned as follows: ·Actual EBITDA 95%-99% of budget 10% for each point up to 50% of eligible incentive earned (example 95% budget = 10% incentive, 96%=20% etc. ) ·Actual EBITDA 100% of budget 100% of eligible incentive earned ·Actual EBITDA over budget 5% incentive for each point up to a maximum 200% of eligible incentive award (iexample 101% of budget = 105% incentive, 102% = 110% etc., 120% of budget and above = 200% incentive) Not later than March 15 of each calendar year, the Compensation Talent Management Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 2013 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target for a calendar year, the Approved Company Performance Percentage for such calendar year shall be seventy percent (70%). Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target for such calendar year. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 3. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four (74) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of 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 such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for the calendar year 2005 unless the actual EBITDA for such calendar year equals or exceeds ninety-one and 11/100 percent (91.11%) of the Annual EBITDA Target for such calendar year. In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term after 2005 unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. The respective thresholds referred to in the two (2) immediately preceding sentences shall hereinafter be referred to as the “Annual EBITDA Threshold.” For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, there shall be added (x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred by the Company and its subsidiaries other than in the ordinary course of business, including but not limited to losses or expenses resulting from redemptions or repayments of indebtedness, or modifications or amendments of the Company’s credit facility, and (y) other appropriate additions as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof). The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Department Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of percentages for the Approved Professional Department Performance Percentage (the “Department Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) for Employee the calendar year 2005 are each fifty percent (50%). For each calendar year commencing after 2005, not later than March 15 of such calendar year, the Department Maximum Performance Percentage shall be thirty established by the Compensation Committee within a range of forty percent (3040%) and sixty percent (60%) and the maximum percentage of the Approved Company Maximum Performance Percentage shall be seventy established by the Compensation Committee within a range of forty percent (7040%) and sixty percent (60%); provided that the sum of such percentages shall equal one hundred percent (100%) each calendar year. If the Compensation Committee shall not timely establish either or both of the Department Maximum Performance Percentage or the Company Maximum Performance Percentage for any calendar year, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Approved Professional Department Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%). (i) Not later than March 15 of each calendar year, the Compensation Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Department Performance Percentage for each calendar year during the Term shall be equal to the sum of four (4) percentages that are each determined based upon the Company functions for which Employee is responsible satisfying certain performance criteria in the following categories: (A) thirty percent (30%) multiplied by AR DSO Score, (B) the ratio of the number of professional performance criteria satisfied by Employee for Front End Scheduling System Score, (C) Arbor Contraxx Management System Score and (D) We Care Software System Score. For the calendar year 2005, the maximum percentage that may be awarded with respect to each category is 12.5%. For each calendar year commencing after 2005, the total number relative weight of professional the listed performance criteria (items (A) through (D) above) as well as the performance criteria may change for the each calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage year and shall be zero unless established by the actual Company EBITDA for Compensation Committee at the respective calendar year equals or exceeds ninety percent (90%) same time as its establishment of the Annual EBITDA Target Company Maximum Performance Percentage. The manner in which the percentage for each such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target category shall be determined for a calendar year, the Approved Company Performance Percentage for such each calendar year shall be seventy percent (70%)established by the Compensation Committee at the same time as its establishment of the Company Maximum Performance Percentage. Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company Department Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target Threshold for such calendar year. (ii) The Company Performance Percentage shall be determined for each calendar year during the Term based upon the Company and its subsidiaries having met or exceeded the Annual EBITDA Threshold for such calendar year. Notwithstanding anything in this Employment Agreement to the contrary, the Company Performance Percentage shall be zero unless the actual EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Threshold for such calendar year. The Company Performance Percentage for each calendar year shall be equal to the Company Maximum Performance Percentage for such calendar year multiplied by the EBITDA Factor (as determined below). The excess of the Annual EBITDA Target over the Annual EBITDA Threshold shall be referred to as the “Incentive Range.” The EBITDA Factor for each calendar year shall be equal to: (A) fifty percent (50%), plus (B) (I) fifty percent (50%), multiplied by (II) (a) the amount by which the actual EBITDA for the calendar year exceeds the Annual EBITDA Threshold (but not more than the Incentive Range), divided by (b) the Incentive Range. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 34. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four ninety (7490) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”

Incentive Plan. During the Term, the 9.1 The Employee shall be eligible for incentive compensation to participate in accordance with the Res-Care, Inc. Non-Equity Ensco International Incorporated 2018 Cash Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of 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 (“EBITDAECIP”), for such calendar year (subject to the “Annual EBITDA Target”)terms of the ECIP as may be amended from time to time. In no event shall Employee earn any amount The Employee’s threshold, target and maximum level of bonus opportunity under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90ECIP will be equal to 55%) , 110% and 220%, respectively, of the Annual EBITDA Target for such calendar yearEmployee’s base salary actually earned by the Employee. For all purposes of this Employment Agreementthe year in which the Commencement Date occurs any bonus will be apportioned between base salary actually earned by the Employee as Chief Executive Officer and base salary actually earned by the Employee as Chairman. The Board may, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring discretion, increase or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by decrease the Company or a subsidiary thereofEmployee’s bonus opportunity levels. The actual amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied under the ECIP each year, if any, will be calculated based on the level of achievement of the performance goals established by the sum Company under the ECIP for the year in question and the terms of the Approved Professional Performance Percentage ECIP, and will be subject to time pro-rating where the Approved Employee is not employed by the Company Performance Percentage (as determined below) for such calendar year. The maximum percentage the whole of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the Approved Company Performance Percentage shall be seventy percent (70%). The sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%). (i) Not later than March 15 of each calendar year, the Compensation Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target for a calendar year9.2 Save as expressly provided in this Agreement, the Approved Company Performance Percentage terms and conditions of the Long-Term Incentive Plans remain in full force and effect. 9.3 The Employee’s 2016 performance unit awards under the Parent Company’s 2012 Long-Term Incentive Plan shall vest prior to Closing. As a consequence of the Employee’s loss of office as President and Chief Executive Officer of the Parent Company, the Employee agrees to waive with effect from the Commencement Date his 2017, 2018 and 2019 (if any) unvested cash performance unit awards and his 2019 (if any) unvested RSU Awards granted under the Long-Term Incentive Plans in exchange for such calendar year payment of $5,000,000 (five million United States Dollars) (less income tax and National Insurance contributions) by way of compensation which shall be seventy percent (70%). Notwithstanding anything payable after Closing. 9.4 The Employee’s 2016, 2017 and 2018 unvested RSU Awards will continue and will vest in this Employment Agreement full on expiry of the Term subject to and in accordance with the contraryrules of the Long-Term Incentive Plans and subject to clause 20.4, the Approved Company Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target for such calendar year. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage 20.5 and 20.6. 9.5 Any bonus payments shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 3. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four (74) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonuspensionable.”

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of 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 such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Talent Management Committee of the Board of Directors (the “Compensation Talent Management Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The target amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the ). The Approved Company Performance Percentage shall be a target of seventy percent (70%). The sum ) with a range of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred zero percent (0%) to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one two hundred percent (100200%). Thus making the overall range of payment zero percent (0%) to one hundred-seventy percent (170%) of Base Salary. The Company portion is earned as follows: · Actual EBITDA 95%-99% of budget 10% for each point up to 50% of eligible incentive earned (example 95% budget = 10% incentive, 96%=20% etc. ) · Actual EBITDA 100% of budget 100% of eligible incentive earned · Actual EBITDA over budget 5% incentive for each point up to a maximum 200% of eligible incentive award (iexample 101% of budget = 105% incentive, 102% = 110% etc., 120% of budget and above = 200% incentive) Not later than March 15 of each calendar year, the Compensation Talent Management Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target for a calendar year, the Approved Company Performance Percentage for such calendar year shall be seventy percent (70%). Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target for such calendar year. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 3. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four (74) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”

Incentive Plan. During the Term, the Employee shall be eligible for to participate in a DST annual incentive compensation award program ("Program") beginning, on a prorata basis, with the 2007 performance year of any such applicable Program, and under such terms, as determined from time to time by the DST Board of Directors ("DST Board") or the Compensation Committee or other appropriate committee of the DST Board (the "DST Compensation Committee"). Payment to Employee of an annual bonus ("Annual Incentive") may depend on achievement of DST International, DST or other goals as the DST Compensation Committee determines, including without limitation a combination of DST International, DST or other goals. Subject to the terms of the Program, Employee's Threshold, Target and Maximum opportunity levels (if and to the extent applicable under the Program structure upon which Employee's Annual Incentive is based) shall be the following percentages of Base Salary as of the beginning of each year: Threshold Target Maximum --------- ------ ------- 50% 100% 150% Any payout upon goal achievement may consist of any combination of cash, deferred cash or other award components selected by the DST Compensation Committee. Employee understands that the Company's board, the DST Board or the DST Compensation Committee may change, revoke or terminate a Program or Employee's participation therein at any time; provided that, while the Program is in effect, Employee's Threshold, Target and Maximum Annual Incentive percentages (if and to the extent applicable under the Program structure upon which Employee's Annual Incentive is based) will not be reduced below the percentages shown above. The terms of Employee's participation in a Program are established by the Company's board, the DST Board, or the DST Compensation Committee and not by this Agreement. The actual amount of any Annual Incentive earned will be based upon meeting specific corporate or business unit goals set in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of 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 such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the Approved Company Performance Percentage shall be seventy percent (70%). The sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive PercentageProgram.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%). (i) Not later than March 15 of each calendar year, the Compensation Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target for a calendar year, the Approved Company Performance Percentage for such calendar year shall be seventy percent (70%). Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target for such calendar year. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 3. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four (74) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”

Incentive Plan. During (a) The Incentive Plan implemented through this Trust Agreement consists of three different options: (i) Stock Option; (ii) Restricted Shares and (iii) Performance Related Restricted Shares. (b) As set forth in the TermIncentive Plan, the Employee Managing Director shall be eligible have broad powers to, among other matters: (i) select Participants from among the Eligible Executives, (ii) specify, approve and deliver Incentive Notices, (iii) determine, from time to time, the number of Shares subject to each Incentive; (iv) determine the terms and conditions of each Incentive, (v) determine compliance with or satisfaction of the Release Requirements, and (vi) make any other determinations and formulate any procedures it deems necessary or advisable for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (proper administration of the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of 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 such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, the combination of 2 or more Incentives in which it makes each Eligible Executive a Participant. (c) On each occasion that the Managing Director determines the participation of an Eligible Executive in the Incentive Plan, it shall deliver a copy of the corresponding Incentive Notice to give effect on the Trustee, as well as a pro forma basis letter of instruction specifying the Shares to any acquisition of stock or assets of other persons be taken by the Company or a subsidiary thereof. The amount payable under Trustee in order to implement the Incentive in question. (d) Once an Eligible Executive receives an Incentive Notice in terms of the provisions of the Incentive Plan to Employee for each full calendar year during and this Trust Agreement, such Eligible Executive must execute with the Term shall equal the Base Salary actually paid Trustee an Adherence Agreement to the Employee for such calendar year multiplied by Trust on terms substantially similar to those contained in the sum document attached to this Trust Agreement as Exhibit “B”. For clarity purposes, the execution of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) Adhesion Agreement will be a prerequisite for such calendar year. The maximum percentage an Eligible Executive to become a Participant of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage Incentive Plan and, consequently, a Beneficiary of the Approved Company Performance Percentage shall be seventy percent (70%). The sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%)this Trust Agreement. (ie) Not later than March 15 of each calendar yearThe Adhesion Agreements may establish various grounds for early termination and/or rescission, depending on the Compensation Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year particular circumstances applicable to the total number of professional performance criteria for Eligible Executive in question, as such grounds are determined by the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar yearManaging Director. (iif) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target for a calendar yearIn addition, the Approved Company Performance Percentage for such calendar year shall in order to be seventy percent (70%). Notwithstanding anything in this Employment Agreement able to the contrary, the Approved Company Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target for such calendar year. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 3. Any annual incentive earned by the Employee under implement the Incentive Plan with all Eligible Executives, including personnel of entities that Vista directly or indirectly controls (each such entity, a “Subsidiary”), the Managing Director may at any time instruct the Trustee to (i) subscribe and pay Shares or, as the case may be, pay the acquisition price of such Shares, using for any calendar year during such purpose the Term shall be paid resources deposited by the Company Settlor and/or the respective Subsidiary in cash the Cash Account, (ii) receive the Shares thus subscribed and paid or acquired, as the case may be, and (iii) transfer to the Employee in corresponding Eligible Executive, the year following the year for which it is earned, and not later than the later of (x) seventy-four (74) days after the end of the applicable calendar year or (y) the date of date of delivery Trust Shares corresponding to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonusthem.”

Incentive Plan. 1. During the Termterm of this Agreement, the Employee shall Employer will maintain an incentive earnings plan based on standard times for each position in the Distribution Centers which involves repetitive job tasks directly relating to the flow of merchandise within a Distribution Center. The Employer may change the incentive standards and in doing so will use a time study of existing, non-probationary employees performing the duties of the position. Incentive standards will allow a reasonably experienced and reasonably skilled employee working with good effort and following the prescribed methods to earn an incentive payment above the employee’s base straight time hourly pay for the employee’s performance of his job. The Employer will continue the current standards unless any modifications are made pursuant to this Article. 2. The Employer will maintain written job methods for all jobs to which an incentive earning plan applies, and job standards will be eligible established according to the method described in this Article. The Employer may use a qualified industrial engineer to establish job standards and to document changes in methods, materials or equipment which may result in an adjustment to the job standards. 3. The Union reserves the right to have a Union time study engineer review new or changed job standards as they relate to incentive rates when the Employer makes such changes, or if the department average is regularly below standard. The study will be paid for by the Union. The study will be conducted at a mutually agreed upon time which will not interfere with the Employer’s operations. Upon the Union’s request, the parties will discuss any job standards the Employer has set for incentive compensation earnings plan positions, but the Union waives any right to grieve or otherwise challenge the terms of the incentive earnings plan maintained by the Employer. 4. The Employer and the Union agree that a new operation, changed operation or different machinery may temporarily affect an Employee’s earnings while in the process of learning and adjusting thereto. The Employer, therefore, agrees that in the absence of a retraining incentive, to pay an Employee thus affected his base straight time hourly incentive rate until a new incentive rate is fixed in accordance with provisions of this Article, if the Res-Care, Inc. Non-Equity Incentive Plan (job will have an incentive rate assigned to it. In the “Incentive Plan”). Shortly after the beginning of each calendar yearalternative, the Company’s Board Employer may use a retraining incentive which shall be so fixed as to enable the Employee reasonably to maintain his base straight time hourly incentive rate while in the process of Directors will establish a target of earnings before taxes, interest, depreciation learning and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid adjusting to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the Approved Company Performance Percentage shall be seventy percent (70%). The sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentagenew operation, changed operation or different machinery.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%). (i) Not later than March 15 of each calendar year, the Compensation Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target for a calendar year, the Approved Company Performance Percentage for such calendar year shall be seventy percent (70%). Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target for such calendar year. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 3. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four (74) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with a written incentive program mutually established by the Res-Care, Inc. Non-Equity Incentive Plan President and the Employee on a calendar year basis (the “Incentive Plan”). Shortly after The Incentive Plan shall provide that sixty-five percent (65%) of the beginning maximum incentive that may be earned by the Employee shall be based on goals mutually established by the President and the Employee and thirty-five percent (35%) of each 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, year unless the Company’s Board of Directors will establish a target of earnings before taxes, interest, depreciation and amortization net income of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDANet Income”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the Approved Company Performance Percentage shall be seventy percent (70%). The sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%). (i) Not later than March 15 of each calendar year, the Compensation Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target for a calendar year, the Approved Company Performance Percentage for such calendar year shall be seventy percent (70%). Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company Performance Percentage shall be zero unless the actual Company EBITDA Net Income target for the respective calendar year equals or exceeds as established by the Annual EBITDA Target for Board of Directors at the beginning of such calendar year. After any target or All incentive payments under the Incentive Plan shall be determined annually, and shall be calculated by reference to the incentive percentage described in this paragraph (b) has been established earned by the CompanyEmployee multiplied by the Base Salary actually paid to the Employee for the period for which the incentive is determined. The maximum percentage of the Employee’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage Base Salary that the Employee may earn under the Incentive Plan shall not be increased or decreased for such calendar year for purposes of this paragraph forty percent (b) or for purposes of paragraph (c40%) of this Section 3the Base Salary actually paid to the Employee for the period for which the incentive is determined (with the actual percentage to be determined within such range based upon a scale of performance mutually agreed to by the President and the Employee on an annual basis). Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term period shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four (74) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. 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.

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of 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 such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for the calendar year 2005 unless the actual EBITDA for such calendar year equals or exceeds ninety-one and 11/100 (91.11%) of the Annual EBITDA Target for such calendar year. In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term after 2005 unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. The respective thresholds referred to in the two (2) immediately preceding sentences shall hereinafter be referred to as the “Annual EBITDA Threshold.” For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, there shall be added (x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred by the Company and its subsidiaries other than in the ordinary course of business, including but not limited to losses or expenses resulting from redemptions or repayments of indebtedness, or modifications or amendments of the Company’s credit facility, and (y) other appropriate additions as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof). The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional DTS Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of percentages for the Approved Professional DTS Performance Percentage (the “DTS Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) for Employee the calendar year 2005 are each fifty percent (50%). For each calendar year commencing after 2005, not later than March 15 of such calendar year, the DTS Maximum Performance Percentage shall be thirty established by the Compensation Committee within a range of twenty-five percent (3025%) and fifty percent (50%) and the maximum percentage of the Approved Company Maximum Performance Percentage shall be seventy established by the Compensation Committee within a range of fifty percent (7050%) and seventy-five percent (75%); provided that the sum of such percentages shall equal one hundred percent (100%) each calendar year. If the Compensation Committee shall not timely establish either or both of the DTS Maximum Performance Percentage or the Company Maximum Performance Percentage for any calendar year, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Approved Professional DTS Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%). (i) Not later than March 15 of each calendar year, the Compensation Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional DTS Performance Percentage for each calendar year during the Term shall be equal to the sum of three (3) percentages that are each determined based upon the Division for Training Services of the Company satisfying certain performance criteria in the following categories: (A) thirty percent (30%) multiplied by division EBITDA target, (B) the ratio of the number of professional performance criteria satisfied by Employee for Job Corps Center aggregate rating target, and (C) internal division growth. For the calendar year 2005, the maximum percentage that may be awarded with respect to each category is 25% for (A) and 12.5% for each of (B) and (C). For each calendar year commencing after 2005, the total number relative weight of professional the listed performance criteria (items (A) through (C) above) as well as the performance criteria may change for the each calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage year and shall be zero unless established by the actual Company EBITDA for Compensation Committee at the respective calendar year equals or exceeds ninety percent (90%) same time as its establishment of the Annual EBITDA Target Company Maximum Performance Percentage. The manner in which the percentage for each such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target category shall be determined for a calendar year, the Approved Company Performance Percentage for such each calendar year shall be seventy percent (70%)established by the Compensation Committee at the same time as its establishment of the Company Maximum Performance Percentage. Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company DTS Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target Threshold for such calendar year. (ii) The Company Performance Percentage shall be determined for each calendar year during the Term based upon the Company and its subsidiaries having met or exceeded the Annual EBITDA Threshold for such calendar year. Notwithstanding anything in this Employment Agreement to the contrary, the Company Performance Percentage shall be zero unless the actual EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Threshold for such calendar year. The Company Performance Percentage for each calendar year shall be equal to the Company Maximum Performance Percentage for such calendar year multiplied by the EBITDA Factor (as determined below). The excess of the Annual EBITDA Target over the Annual EBITDA Threshold shall be referred to as the “Incentive Range.” The EBITDA Factor for each calendar year shall be equal to: (A) fifty percent (50%), plus (B) (I) fifty percent (50%), multiplied by (II) (a) the amount by which the actual EBITDA for the calendar year exceeds the Annual EBITDA Threshold (but not more than the Incentive Range), divided by (b) the Incentive Range. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 34. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four ninety (7490) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of 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 such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for the calendar year 2005 unless the actual EBITDA for such calendar year equals or exceeds ninety-one and 11/100 percent (91.11%) of the Annual EBITDA Target for such calendar year. In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term after 2005 unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. The respective thresholds referred to in the two (2) immediately preceding sentences shall hereinafter be referred to as the “Annual EBITDA Threshold.” For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, there shall be added (x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred by the Company and its subsidiaries other than in the ordinary course of business, including but not limited to losses or expenses resulting from redemptions or repayments of indebtedness, or modifications or amendments of the Company’s credit facility, and (y) other appropriate additions as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof). The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional DPD Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of percentages for the Approved Professional DPD Performance Percentage (the “DPD Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) for Employee shall be the calendar year 2005 are thirty percent (30%) and the maximum percentage of the Approved Company Performance Percentage shall be seventy percent (70%), respectively. For each calendar year commencing after 2005, not later than March 15 of such calendar year, the DPD Maximum Performance Percentage shall be established by the Compensation Committee within a range of thirty percent (30%) and fifty percent (50%) and the Company Maximum Performance Percentage shall be established by the Compensation Committee within a range of fifty percent (50%) and seventy percent (70%); provided that the sum of such percentages shall equal one hundred percent (100%) each calendar year. If the Compensation Committee shall not timely establish either or both of the DPD Maximum Performance Percentage or the Company Maximum Performance Percentage for any calendar year, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Approved Professional DPD Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%). (i) Not later than March 15 of each calendar year, the Compensation Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional DPD Performance Percentage for each calendar year during the Term shall be equal to the sum of four (4) percentages that are each determined based upon the Division for Persons with Disabilities of the Company satisfying certain performance criteria in the following categories: (A) thirty percent (30%) multiplied by Best in Class Scores, (B) the ratio of the number of professional performance criteria satisfied by Employee for Stability and Turnover Rates, (C) DSO and Bad Debt Percentage and (D) Workers Compensation and Auto Claims. For the calendar year 2005, the maximum percentage that may be awarded with respect to each category is 7.5%. For each calendar year commencing after 2005, the total number relative weight of professional the listed performance criteria (items (A) through (D) above) as well as the performance criteria may change for the each calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage year and shall be zero unless established by the actual Company EBITDA for Compensation Committee at the respective calendar year equals or exceeds ninety percent (90%) same time as its establishment of the Annual EBITDA Target Company Maximum Performance Percentage. The manner in which the percentage for each such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target category shall be determined for a calendar year, the Approved Company Performance Percentage for such each calendar year shall be seventy percent (70%)established by the Compensation Committee at the same time as its establishment of the Company Maximum Performance Percentage. Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company DPD Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target Threshold for such calendar year. (ii) The Company Performance Percentage shall be determined for each calendar year during the Term based upon the Company and its subsidiaries having met or exceeded the Annual EBITDA Threshold for such calendar year. Notwithstanding anything in this Employment Agreement to the contrary, the Company Performance Percentage shall be zero unless the actual EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Threshold for such calendar year. The Company Performance Percentage for each calendar year shall be equal to the Company Maximum Performance Percentage for such calendar year multiplied by the EBITDA Factor (as determined below). The excess of the Annual EBITDA Target over the Annual EBITDA Threshold shall be referred to as the “Incentive Range.” The EBITDA Factor for each calendar year shall be equal to: (A) sixty percent (60%), plus (B) (I) forty percent (40%), multiplied by (II) (a) the amount by which the actual EBITDA for the calendar year exceeds the Annual EBITDA Threshold (but not more than the Incentive Range), divided by (b) the Incentive Range. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 34. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four ninety (7490) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”

Incentive Plan. During Commencing January 1, 2006 and during the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) will establish a target of earnings before taxesthe Company Net Income (as defined below) for such calendar year (the “Annual Net Income Target”). The Compensation Committee has previously established the Annual Net Income Target for the calendar year 2006. In no event shall Employee earn any amount under the Incentive Plan for any calendar year unless the actual Company Net Income for such calendar year equals or exceeds a threshold equal to ninety percent (90%) of the Annual Net Income Target for such calendar year. The threshold referred to in the immediately preceding sentence shall hereinafter be referred to as the “Annual Net Income Threshold.” Subject to the additional adjustments set forth in the immediately following sentence and in Section 3(c)(ii) hereof, interestfor all purposes of this Employment Agreement, depreciation and amortization “Company Net Income” shall mean the net income of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied applied, as adjusted to exclude (“EBITDA”)x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred by the Company and its subsidiaries other than in the ordinary course of business, including but not limited to losses or expenses resulting from redemptions or repayments of indebtedness, or modifications or amendments of the Company’s credit facility, in each case net of related tax benefit, and (y) other appropriate items as determined by the Compensation Committee. For purposes of determining whether the Annual Net Income Threshold is satisfied for such the calendar year 2006 and determining the Financial Performance Percentage (as defined below) for the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year 2006, in calculating Company Net Income as determined in the immediately preceding sentence there shall also be excluded (I) the losses incurred during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) 2006 in connection with the cessation of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA operations of the Company and its subsidiaries in the District of Columbia and New Mexico, and (II) any charge or expense for the calendar year 2006 for the Awarded Shares (as defined in Section 3(c)(i) hereof), in each calendar year, the Executive Compensation Committee case described in clauses (I) and (II) net of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereofrelated tax benefit. The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Quality Performance Percentage and the Approved Company Financial Performance Percentage (as determined below) for such calendar year. The maximum percentage of percentages for the Approved Professional Quality Performance Percentage (the “Quality Maximum Performance Percentage”) and the Financial Performance Percentage (the “Financial Maximum Performance Percentage”) for Employee the calendar year 2006 are fifty percent (50%) and fifty percent (50%), respectively. For each calendar year commencing after 2006, not later than March 15 of such calendar year, the Quality Maximum Performance Percentage shall be established by the Compensation Committee within a range of thirty percent (30%) and seventy percent (70%) and the maximum percentage of the Approved Company Financial Maximum Performance Percentage shall be established by the Compensation Committee within a range of thirty percent (30%) and seventy percent (70%). The ; provided that the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year such percentages shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be equal one hundred percent (100%). (i) Not later than March 15 each calendar year. If the Compensation Committee shall not timely establish either or both of each the Quality Maximum Performance Percentage or the Financial Maximum Performance Percentage for any calendar year, the Compensation Committee shall establish respective percentages that were applicable for the professional performance criteria for Employee for such prior calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target apply for such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target for a calendar year, the Approved Company Performance Percentage for such calendar year shall be seventy percent (70%). Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target for such calendar year. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 3. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four (74) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of 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 such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the Approved Company Performance Percentage shall be seventy percent (70%). The sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%). (i) Not later than March 15 of each calendar year, the Compensation Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. (ii) If the Company and its subsidiaries meet or exceed the Annual EBITDA Target for a calendar year, the Approved Company Performance Percentage for such calendar year shall be seventy percent (70%). Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target for such calendar year. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 3. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four (74) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”Professional

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of 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 such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for the calendar year 2005 unless the actual EBITDA for such calendar year equals or exceeds ninety-one and 11/100 percent (91.11%) of the Annual EBITDA Target for such calendar year. In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term after 2005 unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. The respective thresholds referred to in the two (2) immediately preceding sentences shall hereinafter be referred to as the “Annual EBITDA Threshold.” For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, there shall be added (x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred by the Company and its subsidiaries other than in the ordinary course of business, including but not limited to losses or expenses resulting from redemptions or repayments of indebtedness, or modifications or amendments of the Company’s credit facility, and (y) other appropriate additions as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereoftheir respective reasonable discretion. The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Acquisitions Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of percentages for the Approved Professional Acquisitions Percentage (the “Acquisitions Maximum Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) for Employee the calendar year 2005 are seventy percent (70%) and thirty percent (30%), respectively. For each calendar year commencing after 2005, not later than March 15 of such calendar year, the Acquisitions Maximum Percentage shall be established by the Compensation Committee within a range of fifty percent (50%) to seventy percent (70%) and the Company Maximum Performance Percentage shall be established by the Compensation Committee within a range of thirty percent (30%) to fifty percent (50%); provided that the sum of such percentages shall equal one hundred and seven percent (107%) each calendar year. If the maximum percentage Compensation Committee shall not timely establish either or both of the Approved Acquisitions Maximum Percentage or the Company Maximum Performance Percentage for any calendar year, the respective percentages that were applicable for the prior calendar year shall be seventy percent (70%)apply for such calendar year. The sum of the Approved Professional Performance Acquisitions Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred and seven percent (100107%). (i) Not later than March 15 of each calendar year, the Compensation Committee The Acquisitions Percentage shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage. The professional performance criteria for Employee for the calendar year 2011 are set forth on Exhibit A attached hereto. The Approved Professional Performance Percentage determined for each calendar year during the Term shall be equal to (A) thirty percent (30%) multiplied by (B) based upon the ratio of the number of professional performance criteria satisfied by Employee for the calendar year to the total number of professional performance criteria for the calendar year. However, notwithstanding anything in this Employment Agreement to the contrary, the Approved Professional Performance Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target net increase for such calendar year. (ii) If year in reported EBITDA of the Company and its subsidiaries meet from acquisitions, “tuck-ins”, new operations, management arrangements, and consulting arrangements of the Company and its subsidiaries and affiliates that are closed or exceed initially effective during the Annual EBITDA Target for a calendar year, the Approved Company Performance Percentage for such respective calendar year shall be seventy percent (70%the “Acquisitions EBITDA”). Notwithstanding anything in this Employment Agreement to the contrary, the Approved Company Performance Acquisitions Percentage shall be zero unless the actual Company EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Target Threshold for such calendar year. The Acquisitions Percentage for each calendar year shall be equal to seventy-seven percent (77%) multiplied by the Acquisitions Factor (as determined below). Not later than March 15 of each calendar year of the Term, the Compensation Committee shall establish a range of performance for the Employee for such calendar year, measured by Acquisitions EBITDA, with the lowest level of performance being designated by the Compensation Committee as the “Acquisitions Minimum Target” for such calendar year and highest targeted level of performance being designated by the Compensation Committee as the “Acquisitions Incentive Target”. The excess of the Acquisitions Incentive Target over the Acquisitions Minimum Target shall be referred to as the “Acquisitions Incentive Range.” The Acquisitions Factor shall be equal to: (A) ninety percent (90%), plus (B) (I) twenty percent (20%), multiplied by (II) (a) the amount by which the actual Acquisitions EBITDA for the calendar year exceeds the Acquisitions Minimum Target (but not more than the Acquisitions Incentive Range), divided by (b) the Acquisitions Incentive Range. (ii) The Company Performance Percentage shall be determined for each calendar year during the Term based upon the Company and its subsidiaries having met or exceeded the Annual EBITDA Threshold for such calendar year. Notwithstanding anything in this Employment Agreement to the contrary, the Company Performance Percentage shall be zero unless the actual EBITDA for the respective calendar year equals or exceeds the Annual EBITDA Threshold for such calendar year. The Company Performance Percentage for each calendar year shall be equal to the Company Maximum Performance Percentage for such calendar year multiplied by the EBITDA Factor (as determined below). The excess of the Annual EBITDA Target over the Annual EBITDA Threshold shall be referred to as the “Incentive Range.” The EBITDA Factor for each calendar year shall be equal to: (A) sixty percent (60%), plus (B) (I) forty percent (40%), multiplied by (II) (a) the amount by which the actual EBITDA for the calendar year exceeds the Annual EBITDA Threshold (but not more than the Incentive Range), divided by (b) the Incentive Range. After any target or percentage described in this paragraph (b) has been established by the Company’s Board of Directors or the Compensation Committee, as applicable, for any calendar year, such target or percentage shall not be increased or decreased for such calendar year for purposes of this paragraph (b) or for purposes of paragraph (c) of this Section 34. Any annual incentive earned by the Employee under the Incentive Plan for any calendar year during the Term shall be paid by the Company in cash to the Employee in the year following the year for which it is earned, and not later than the later of (x) seventy-four ninety (7490) days after the end of the applicable calendar year or (y) the date of date of delivery to the Company of the audited consolidated financial statements of the Company and its subsidiaries for such calendar year, provided that Employee remains employed through December 31 of the year for which the incentive bonus is earned. Any amounts earned by the Employee under the Incentive Plan shall be hereinafter referred to as the “Incentive Bonus.”