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 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 Company Net Income (as defined below) for such calendar year (the “Annual 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 Net Income for such calendar year equals or exceeds 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.” For all purposes of this Employment Agreement, “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, 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 case 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”). 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 Department Performance Percentage and the Company Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar year, the maximum percentages for each of the 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 the calendar year 2008, each of such percentages shall be fifty percent (50%). 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 future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department Performance Percentage and the 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%).

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the following incentive plan 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 Net Income and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (as defined below) “EBITDA”), for such calendar year (the “Annual Net Income 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 Net Income EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual Net Income EBITDA 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, “Company Net Income” shall mean in determining the net income actual EBITDA of the Company and its subsidiaries on a consolidated basisfor each calendar year, 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 case 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 Department Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar year, the The maximum percentages for each percentage of the Department Approved Professional Performance Percentage for Employee shall be thirty percent (the “Department Maximum Performance Percentage”30%) and the maximum percentage of the Approved Company Performance Percentage (the “Company Maximum Performance Percentage”) shall be established by the Compensation Committee for such calendar year within a range of forty seventy percent (40%) and sixty percent (6070%); 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 the calendar year 2008, each of such percentages shall be fifty percent (50%). 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 future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department 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 a. The Parties agree that, following the Termconsummation of the Transaction, the Employee shall be eligible for incentive compensation in accordance with the following THIL will or will cause JVC to establish a long term management equity incentive plan (“MEIP”) pursuant to which the “Incentive Plan”). Shortly after the beginning board of each calendar yeardirectors of THIL or a committee thereof shall be authorized to grant equity awards of THIL, the Company’s Board of Directors will establish a target of the Company Net Income (as defined below) for such calendar year (the “Annual 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 Net Income for such calendar year equals or exceeds ninety reflecting up to five percent (905%) of the Annual Net Income Target for such calendar year. The threshold referred to fully diluted Shares of JVC measured as of the Closing, in the immediately preceding sentence shall hereinafter be referred aggregate, in the form of restricted shares, stock options, stock appreciation rights or other similar equity incentives to as the “Annual Net Income Threshold.” For all purposes members of this Employment Agreement, “Company Net Income” shall mean the net income senior management and key employees of the Company JVC Group. Awards under the MEIP shall be subject to customary vesting and its subsidiaries 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 forfeiture restrictions and its subsidiaries such 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 terms as determined by the Board of Directors or the Executive Compensation Committee board of the Board directors of Directors JVC or a committee thereof. PLK hereby agrees that if the number of Popeyes Restaurants opened by the JVC Group on or prior to December 31, 2026 (net of store closures) exceeds the Cumulative Opening Target (as defined in the Amended and Restated Master Development Agreement) for store openings set forth in the Development Schedule through such date, then PLK shall forfeit for no consideration and surrender to THIL or one or more of its designees, 286,664 Purchaser Shares (as defined in the Purchase Agreement) which is equivalent to two and one-half percent (2.5%) of the Ordinary Shares of JVC as of the closing date of the Transaction. b. THIL shall be solely responsible to pay, or cause to be paid, any transfer, stamp or other similar taxes imposed on PLK as a result of the forfeiture of Purchaser Shares contemplated under Section 6(a) of this Agreement (collectively, “Compensation CommitteeTransfer Taxes”). The amount payable under the Incentive Plan ; and (b) THIL shall be liable to Employee for each full calendar year during the Term shall equal the Base Salary actually paid file, to the Employee for such calendar year multiplied extent required by the sum of the Department Performance Percentage and the Company Performance Percentage (law as determined below) for by THIL in its sole discretion and at THIL’s sole direction, all tax returns and other documentation with respect to any Transfer Taxes (except to the extent such calendar year. Not later than March 15 of each calendar yeartax returns are required by law to be filed by any other Party), the maximum percentages for and each of the Department Performance Percentage (Parties agrees to reasonably cooperate with the “Department Maximum Performance Percentage”) others in the filing of any such tax returns 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 payment of such percentages shall equal one hundred percent Transfer Taxes (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 the calendar year 2008, each of such percentages shall be fifty percent (50%). 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 future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department Performance Percentage and the 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%including without limitation providing all reasonably requested documents in connection therewith). c. Upon the occurrence of an MDA Termination Event (as defined in the Amended and Restated Master Development Agreement), PLK’s obligations under this Section 6 will automatically terminate.

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the 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 Company Net Income (as defined below) for such calendar year (the “Annual 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 Net Income for such calendar year equals or exceeds 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.” For all purposes of this Employment Agreementearnings before taxes, “Company Net Income” shall mean the net income interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently appliedapplied (“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 after 2005 unless the actual 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 adjusted to exclude 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, in each case net of related tax benefit, and (y) other appropriate items additions as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”). 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 Department DPD Performance Percentage and the Company Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar year, the The maximum percentages for each of the Department DPD Performance Percentage (the “Department DPD Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) for the calendar year 2005 are thirty percent (30%) and 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 for such calendar year within a range of forty thirty percent (4030%) and sixty fifty percent (6050%) 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 Department Maximum Performance Percentage or the Company Maximum Performance Percentage for the calendar year 2008, each of such percentages shall be fifty percent (50%). If the Compensation Committee shall not timely establish either or both of the Department DPD Maximum Performance Percentage or the Company Maximum Performance Percentage for any future calendar year during the Termyear, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department DPD Performance Percentage and the 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) The 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) Best in Class Scores, (B) 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 relative weight of the listed performance criteria (items (A) through (D) above) as well as the performance criteria may change for each calendar year and shall be established by the Compensation Committee at the same time as its establishment of the Company Maximum Performance Percentage. The manner in which the percentage for each such category shall be determined for each calendar year shall be 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 DPD 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. (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 4. 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 not later than the later of (x) ninety (90) days after the end of the applicable calendar year or (y) the date of delivery to the Company of the audited financial statements of the Company and its subsidiaries for such calendar year. 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 following incentive plan 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 Net Income and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (as defined below) “EBITDA”), for such calendar year (the “Annual Net Income 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 Net Income EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual Net Income EBITDA 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, “Company Net Income” shall mean in determining the net income actual EBITDA of the Company and its subsidiaries on a consolidated basisfor each calendar year, 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 case 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 Department Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar year, the The maximum percentages for each percentage of the Department Approved Professional Performance Percentage for Employee shall be thirty percent (the “Department Maximum Performance Percentage”30%) and the maximum percentage of the Approved Company Performance Percentage (the “Company Maximum Performance Percentage”) shall be established by the Compensation Committee for such calendar year within a range of forty seventy percent (40%) and sixty percent (6070%); 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 the calendar year 2008, each of such percentages shall be fifty percent (50%). 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 future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department 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

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the following incentive plan 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 Net Income and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (as defined below) “EBITDA”), for such calendar year (the “Annual Net Income 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 Net Income EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual Net Income EBITDA 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, “Company Net Income” shall mean in determining the net income actual EBITDA of the Company and its subsidiaries on a consolidated basisfor each calendar year, 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 case net of related tax benefit, and (y) other appropriate items as determined by the Board of Directors or 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 Department 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%). The Approved Company Performance Percentage shall be a target of seventy percent (70%) with a range of zero percent (0%) to two hundred percent (200%). 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 (example 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 maximum percentages Talent Management Committee shall establish the professional performance criteria for each of the 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 Employee for such calendar year within a range of forty percent (40%) and sixty percent (60%); provided that to be used in calculating the sum of such percentages shall equal one hundred percent (100%) each calendar yearApproved Professional Performance Percentage. If the Compensation Committee shall not timely establish either or both of the Department Maximum Performance Percentage or the Company Maximum Performance Percentage The professional performance criteria for Employee for the calendar year 2008, each of such percentages shall be fifty percent (50%). 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 future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year2013 are set forth on Exhibit A attached hereto. The sum of the Department Performance Percentage and the Company 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. 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 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 herein as the “Incentive PercentageBonus.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).”

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the 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 Company Net Income (as defined below) for such calendar year (the “Annual 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 Net Income for such calendar year equals or exceeds 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.” For all purposes of this Employment Agreementearnings before taxes, “Company Net Income” shall mean the net income interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently appliedapplied (“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 after 2005 unless the actual 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 adjusted to exclude 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, in each case net of related tax benefit, and (y) other appropriate items additions as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”)) in their 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 Department Performance Acquisitions Percentage and the Company Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar year, the The maximum percentages for each of the Department Performance Acquisitions Percentage (the “Department Acquisitions Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) for 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 for such calendar year within a range of forty fifty percent (4050%) to seventy percent (70%) and sixty the Company Maximum Performance Percentage shall be established by the Compensation Committee within a range of thirty percent (6030%) to fifty percent (50%); provided that the sum of such percentages shall equal one hundred and seven percent (100107%) each calendar year. If the Compensation Committee shall not timely establish either or both of the Department Acquisitions Maximum Performance Percentage or the Company Maximum Performance Percentage for the calendar year 2008, each of such percentages shall be fifty percent (50%). 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 future calendar year during the Termyear, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department Performance Acquisitions Percentage and the 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) The Acquisitions Percentage shall be determined for each calendar year during the Term based upon the net increase for such calendar year in reported EBITDA of the Company and its subsidiaries from acquisitions, “tuck-ins”, new operations, management arrangements, and consulting arrangements of the Company and its subsidiaries and affiliates that are closed or initially effective during the respective calendar year (the “Acquisitions EBITDA”). Notwithstanding anything in this Employment Agreement to the contrary, the Acquisitions 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 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 4. 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 not later than the later of (x) ninety (90) days after the end of the applicable calendar year or (y) the date of delivery to the Company of the audited financial statements of the Company and its subsidiaries for such calendar year. 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 following incentive plan 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 Net Income and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (as defined below) “EBITDA”), for such calendar year (the “Annual Net Income 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 Net Income EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual Net Income EBITDA 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, “Company Net Income” shall mean in determining the net income actual EBITDA of the Company and its subsidiaries on a consolidated basisfor each calendar year, 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 case net of related tax benefit, and (y) other appropriate items as determined by the Board of Directors or 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 Department 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%). The Approved Company Performance Percentage shall be a target of seventy percent (70%) with a range of zero percent (0%) to two hundred percent (200%). 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 (example 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 maximum percentages Talent Management Committee shall establish the professional performance criteria for each of the 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 Employee for such calendar year within a range of forty percent (40%) and sixty percent (60%); provided that to be used in calculating 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 Approved Professional Performance Percentage or the Company Maximum Performance Percentage for the calendar year 2008, each of such percentages shall be fifty percent (50%). 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 future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall apply for such calendar yearPercentage. The sum of the Department Performance Percentage and the Company 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. 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 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 herein as the “Incentive PercentageBonus.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).”

Incentive Plan. During the Term, the Employee It shall be eligible for incentive compensation in accordance with the following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target responsibility of the Company Net Income (to establish and make justifiable revisions to pro- duction standards in a fair and equitable manner and to administer the incentive plan as defined below) pro- vided for such calendar year (the “Annual Net Income Target”)in this Article. In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company Net Income for such calendar year equals or exceeds ninety percent (90%) of the Annual Net Income Target for such calendar year. The threshold referred is designed to in the immediately preceding sentence shall hereinafter be referred yield an opportunity to as the “Annual Net Income Threshold.” For all purposes of this Employment Agreement, “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, as adjusted to exclude (x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred increase earnings 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 Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”). 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 Department Performance Percentage and the Company Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar year, the maximum percentages for each of the 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 approximately forty percent (40%) per cent over the base rate effective November Standards estab- lished are based on the capability of the normal qualified experienced operator on the job represents normal) performing according to the methods, conditions, and sixty percent (60%); provided circumstances that exist at the time the study was made for the purpose of establishing the production standard. is understood and agreed that the sum base rate for incentive jobs shall be the negotiat- ed base, which shall be used for the purpose of such percentages calculating incentive earnings. It is fur- ther agreed that incentive earnings shall be calculated so that for each one per cent increase in production in excess of the incentive standard, the employee shall receive an equal percentage increase in pay using the negotiated base rate as a base. There shall be no ceiling on incentive earnings. The Incentive Plan will be applied on an individual basis except for group opera- tions that are dependent upon one hundred percent (100%) each calendar yearanother. If An operation performed or a series of performed progressively on a or parts is considered as one and the Compensation Committee same job. In which case, incentive earnings shall be computed from the control or slowest opera- tion established. The Company will maintain incentive stand- ards only on jobs and operations presently recognized as incentive as per Schedule "A". Any changes, additions, or deletions of jobs and operations presently recognized as incentive will be discussed with the Union prior to implementation. In establishing work standards, the Company will do so on the basis of fairness and equity and these standards will be consistent with the quality of workmanship, of operations and reasonable working capaci- ties of the normal operator. All standards shall ,give due consideration the quality of workmanship required. production standard shall not timely establish either be to be established until it is posted at the incentive information centre. Incentive standards once established will remain un- changed unless there is a change or both accumu- lation of changes in methods, tools, materials, equipment or quality requirements which would change a standard by or more; Or unless mathematical errors in setting standards ▇▇▇▇▇- ▇▇▇▇ revision. Changes of less than shall be accumu- lated and recorded when these changes total or more the standard will be changed. When there a method change of or more, an accumulation of changes of or more, just the elements of the Department Maximum Performance Percentage standards that are changed will be revised. The union will be given a copy of changes or the Company Maximum Performance Percentage for the calendar year 2008, each accumula- tions of such percentages shall be fifty percent (50%)changes. If the Compensation Committee An accepted standard shall not timely establish either be changed merely because of an identification change in name, symbol, or both of number on any materials, parts or operations. Layout Sheets will be updated and kept at the 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 apply for such calendar year. The sum of the Department Performance Percentage and the Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentageincentive information centre.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the following incentive plan 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 Net Income and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (as defined below) “EBITDA”), for such calendar year (the “Annual Net Income 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 Net Income EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual Net Income EBITDA 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, “Company Net Income” shall mean in determining the net income actual EBITDA of the Company and its subsidiaries on a consolidated basisfor each calendar year, 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 case net of related tax benefit, and (y) other appropriate items as determined by the Board of Directors or 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 Department 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%). The Approved Company Performance Percentage shall be a target of seventy percent (70%) with a range of zero percent (0%) to two hundred percent (200%). 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 (example 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 maximum percentages Talent Management Committee shall establish the professional performance criteria for each of the 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 Employee for such calendar year within a range of forty percent (40%) and sixty percent (60%); provided that to be used in calculating 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 Approved Professional Performance Percentage or the Company Maximum Performance Percentage for the calendar year 2008, each of such percentages shall be fifty percent (50%). 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 future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall apply for such calendar yearPercentage. The sum of the Department Performance Percentage and the Company 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. 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 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 herein as the “Incentive PercentageBonus.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).”

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the following incentive plan 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 Net Income and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (as defined below) “EBITDA”), for such calendar year (the “Annual Net Income 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 Net Income EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual Net Income EBITDA 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, “Company Net Income” shall mean in determining the net income actual EBITDA of the Company and its subsidiaries on a consolidated basisfor each calendar year, 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 case net of related tax benefit, and (y) other appropriate items as determined by the Board of Directors or 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 Department 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%). The Approved Company Performance Percentage shall be a target of seventy percent (70%) with a range of zero percent (0%) to two hundred percent (200%). 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 (example 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 maximum percentages Talent Management Committee shall establish the professional performance criteria for each of the 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 Employee for such calendar year within a range of forty percent (40%) and sixty percent (60%); provided that to be used in calculating the sum of such percentages shall equal one hundred percent (100%) each calendar yearApproved Professional Performance Percentage. If the Compensation Committee shall not timely establish either or both of the Department Maximum Performance Percentage or the Company Maximum Performance Percentage The professional performance criteria for Employee for the calendar year 2008, each of such percentages shall be fifty percent (50%). 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 future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year2013 are set forth on Exhibit A attached hereto. The sum of the Department Performance Percentage and the Company 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. 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 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 herein as the “Incentive PercentageBonus.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).”

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 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 Company Net Income (as defined below) for such calendar year (the “Annual 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 Net Income for such calendar year equals or exceeds 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 ThresholdProgram.” For all purposes of this Employment Agreement, “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, 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 case 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”). 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 Department Performance Percentage and the Company Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar year, the maximum percentages for each of the 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 the calendar year 2008, each of such percentages shall be fifty percent (50%). 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 future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department Performance Percentage and the 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%).

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with a written incentive program mutually established by the following 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 calendar year, the Company’s Board of Directors will establish a target maximum incentive that may be earned by the Employee shall be based on the financial performance of the Company Net Income (and its subsidiaries as defined below) for such calendar year (the “Annual Net Income Target”)a whole. In no event shall Employee earn any amount under the Incentive Plan incentive for any calendar year during the Term unless the actual Company Net Income for such calendar year equals or exceeds 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.” For all purposes of this Employment Agreement, “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 appliedapplied (“Net Income”), as adjusted to exclude for the respective calendar year equals or exceeds ninety percent (x90%) 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 Net Income target for the respective calendar year as determined established by the Board of Directors or at the Executive Compensation Committee beginning of the Board of Directors (the “Compensation Committee”)such calendar year. 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 calendar year multiplied by the sum period for which the incentive is determined. The maximum percentage of the Department Performance Percentage and Employee’s Base Salary that the Company Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar year, Employee may earn under the maximum percentages for each of the Department Performance Percentage (the “Department Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) Incentive Plan shall be established by the Compensation Committee for such calendar year within a range of forty percent (40%) of the Base Salary actually paid to the Employee for the period for which the incentive is determined (with the actual percentage to be determined within such range based upon a scale of performance mutually agreed to by the President and sixty percent the Employee on an annual basis). Any annual incentive earned by the Employee for any period shall be paid by the Company to the Employee not later than seventy-four (60%); provided that 74) days after the sum end of such percentages shall equal one hundred percent (100%) each the applicable calendar year. If Any amounts earned by the Compensation Committee shall not timely establish either or both of Employee under the Department Maximum Performance Percentage or the Company Maximum Performance Percentage for the calendar year 2008, each of such percentages Incentive Plan shall be fifty percent (50%). 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 future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department Performance Percentage and the Company Performance Percentage for each calendar year shall be hereinafter referred to herein as the “Incentive PercentageBonus.” For each calendar year The Company may elect to pay all or a portion of the maximum Incentive Percentage 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 one hundred percent 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 (100%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 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 Company Net Income (as defined below) for such calendar year (the “Annual 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 Net Income for such calendar year equals or exceeds 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.” For all purposes of this Employment Agreementearnings before taxes, “Company Net Income” shall mean the net income interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently appliedapplied (“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 after 2005 unless the actual 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 adjusted to exclude 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, in each case net of related tax benefit, and (y) other appropriate items additions as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”). 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 Department DTS Performance Percentage and the Company Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar year, the The maximum percentages for each of the Department DTS Performance Percentage (the “Department DTS Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) for 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 established by the Compensation Committee for such calendar year within a range of forty twenty-five percent (4025%) and sixty fifty percent (6050%) and the Company Maximum Performance Percentage shall be established by the Compensation Committee within a range of fifty percent (50%) 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 Department Maximum Performance Percentage or the Company Maximum Performance Percentage for the calendar year 2008, each of such percentages shall be fifty percent (50%). If the Compensation Committee shall not timely establish either or both of the Department DTS Maximum Performance Percentage or the Company Maximum Performance Percentage for any future calendar year during the Termyear, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department DTS Performance Percentage and the 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) The 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) division EBITDA target, (B) 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 relative weight of the listed performance criteria (items (A) through (C) above) as well as the performance criteria may change for each calendar year and shall be established by the Compensation Committee at the same time as its establishment of the Company Maximum Performance Percentage. The manner in which the percentage for each such category shall be determined for each calendar year shall be 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 DTS 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. (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 4. 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 not later than the later of (x) ninety (90) days after the end of the applicable calendar year or (y) the date of delivery to the Company of the audited financial statements of the Company and its subsidiaries for such calendar year. 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 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 the 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 during the Term 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.” For Subject to the additional adjustments set forth in the immediately following sentence and in Section 3(c)(ii) hereof, for all purposes of this Employment Agreement, “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, 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 case net of related tax benefit, and (y) other appropriate items as determined by the Board Compensation Committee. For purposes of Directors or determining whether the Executive Compensation Committee Annual Net Income Threshold is satisfied for the calendar year 2006 and determining the Financial Performance Percentage (as defined below) for the 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 calendar year 2006 in connection with the cessation of operations of the Board Company and its subsidiaries in the District of Directors Columbia and New Mexico, and (II) any charge or expense for the “Compensation Committee”calendar year 2006 for the Awarded Shares (as defined in Section 3(c)(i) hereof), in each case described in clauses (I) and (II) net of related 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 Department Quality Performance Percentage and the Company Financial Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar year, the The maximum percentages for each of the Department Quality Performance Percentage (the “Department Quality Maximum Performance Percentage”) and the Company Financial Performance Percentage (the “Company Financial Maximum Performance Percentage”) for 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 for such calendar year within a range of forty thirty percent (4030%) and sixty seventy percent (6070%) and the Financial Maximum Performance Percentage shall be established by the Compensation Committee within a range of thirty percent (30%) 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 Department Quality Maximum Performance Percentage or the Company Maximum Performance Percentage for the calendar year 2008, each of such percentages shall be fifty percent (50%). If the Compensation Committee shall not timely establish either or both of the Department Maximum Performance Percentage or the Company Financial Maximum Performance Percentage for any future calendar year during the Termyear, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department Performance Percentage and the 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%).

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 following incentive plan (proper administration of the “Incentive Plan”). Shortly after the beginning of each calendar year, including, without limitation, the Company’s Board combination of Directors will establish 2 or more Incentives in which it makes each Eligible Executive a target 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 Company Net Income corresponding Incentive Notice to the Trustee, as well as a letter of instruction specifying the Shares to be taken by the Trustee in order to implement the Incentive in question. (as defined belowd) for such calendar year (Once an Eligible Executive receives an Incentive Notice in terms of the “Annual Net Income Target”). In no event shall Employee earn any amount under provisions of the Incentive Plan and this Trust Agreement, such Eligible Executive must execute with the Trustee an Adherence Agreement to the Trust on terms substantially similar to those contained in the document attached to this Trust Agreement as Exhibit “B”. For clarity purposes, the execution of the Adhesion Agreement will be a prerequisite for an Eligible Executive to become a Participant of the Incentive Plan and, consequently, a Beneficiary of this Trust Agreement. (e) The Adhesion Agreements may establish various grounds for early termination and/or rescission, depending on the particular circumstances applicable to the Eligible Executive in question, as such grounds are determined by the Managing Director. (f) In addition, in order to be able to 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 calendar year during time instruct the Term unless Trustee to (i) subscribe and pay Shares or, as the actual Company Net Income case may be, pay the acquisition price of such Shares, using for such calendar year equals or exceeds ninety percent (90%) of purpose the Annual Net Income Target for such calendar year. The threshold referred to resources deposited by the Settlor and/or the respective Subsidiary in the immediately preceding sentence shall hereinafter be referred to Cash Account, (ii) receive the Shares thus subscribed and paid or acquired, as the “Annual Net Income Threshold.” For all purposes of this Employment Agreement, “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, 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 case net of related tax benefitmay be, and (yiii) other appropriate items as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”). The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid transfer to the Employee for such calendar year multiplied by the sum of the Department Performance Percentage and the Company Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar yearcorresponding Eligible Executive, the maximum percentages for each of the 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 the calendar year 2008, each of such percentages shall be fifty percent (50%). 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 future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department Performance Percentage and the Company Performance Percentage for each calendar year shall be referred Trust Shares corresponding to herein as the “Incentive Percentagethem.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the 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 Company Net Income (as defined below) for such calendar year (the “Annual 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 Net Income for such calendar year equals or exceeds 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.” For all purposes of this Employment Agreementearnings before taxes, “Company Net Income” shall mean the net income interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently appliedapplied (“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 after 2005 unless the actual 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 adjusted to exclude 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, in each case net of related tax benefit, and (y) other appropriate items additions as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”). 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 Department Performance Percentage and the Company Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar year, the The maximum percentages for each of the Department Performance Percentage (the “Department Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) for 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 established by the Compensation Committee for such calendar year within a range of forty percent (40%) and sixty percent (60%) and the Company Maximum Performance Percentage shall be established by the Compensation Committee 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 the any calendar year 2008, each of such percentages shall be fifty percent (50%). 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 future calendar year during the Termyear, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department Performance Percentage and the 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) The 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) AR DSO Score, (B) 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 relative weight of the listed performance criteria (items (A) through (D) above) as well as the performance criteria may change for each calendar year and shall be established by the Compensation Committee at the same time as its establishment of the Company Maximum Performance Percentage. The manner in which the percentage for each such category shall be determined for each calendar year shall be 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 Department 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. (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 4. 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 not later than the later of (x) ninety (90) days after the end of the applicable calendar year or (y) the date of delivery to the Company of the audited financial statements of the Company and its subsidiaries for such calendar year. 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 following 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 calendar year, the Company’s Board of Directors will establish a target maximum incentive that may be earned by the Employee shall be based on the financial performance of the Company Net Income (and its subsidiaries as defined below) for such calendar year (the “Annual Net Income Target”)a whole. In no event shall Employee earn any amount under the Incentive Plan incentive for any calendar year during the Term unless the actual Company Net Income for such calendar year equals or exceeds 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.” For all purposes of this Employment Agreementearnings before taxes, “Company Net Income” shall mean the net income interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently appliedapplied (“EBITDA”), as adjusted to exclude for the respective calendar year equal or exceed ninety percent (x90%) 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 EBITDA target for the respective calendar year as determined established by the Board of Directors or at the Executive Compensation Committee beginning of the Board of Directors (the “Compensation Committee”)such calendar year. 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 Base Salary payable to Employee for the period January 1, 2005 through March 31, 2005 under the Prior Agreement shall be taken into account. The maximum percentage of the Department Performance Percentage and Employee’s Base Salary that the Company Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar year, Employee may earn under the maximum percentages for each of the Department Performance Percentage (the “Department Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) Incentive Plan shall be established by the Compensation Committee for such calendar year within a range of forty percent (40%) of the Base Salary actually paid to the Employee for the period for which the incentive is determined (with the actual percentage to be determined within such range based upon a scale of performance mutually agreed to by the Chairman and sixty percent the Employee on an annual basis). Any annual incentive earned by the Employee for any period shall be paid by the Company to the Employee not later than ninety (60%); provided that 90) days after the sum end of such percentages shall equal one hundred percent (100%) each the applicable calendar year. If Any amounts earned by the Compensation Committee shall not timely establish either or both of Employee under the Department Maximum Performance Percentage or the Company Maximum Performance Percentage for the calendar year 2008, each of such percentages Incentive Plan shall be fifty percent (50%). 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 future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department Performance Percentage and the Company Performance Percentage for each calendar year shall be hereinafter referred to herein as the “Incentive PercentageBonus.” For each calendar year The Company may elect to pay all or a portion of the maximum Incentive Percentage 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 one hundred percent 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 (100%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.