Common use of Incentive Plan Clause in Contracts

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of earnings before taxes, interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the Approved Company Performance Percentage shall be seventy percent (70%). The sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of earnings before taxes, interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied Net Income (“EBITDA”), as defined below) for such calendar year (the “Annual EBITDA Net Income Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA Net Income for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Net Income Target for such calendar year. The threshold referred to in the immediately preceding sentence shall hereinafter be referred to as the “Annual Net Income Threshold.” For all purposes of this Employment Agreement, in determining “Company Net Income” shall mean the actual EBITDA net income of the Company and its subsidiaries for on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied, as adjusted to exclude (x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred by the Company and its subsidiaries other than in the ordinary course of business, including but not limited to losses or expenses resulting from redemptions or repayments of indebtedness, or modifications or amendments of the Company’s credit facility, in each calendar yearcase net of related tax benefit, and (y) other appropriate items as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof). The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Department Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The Not later than March 15 of each calendar year, the maximum percentage percentages for each of the Approved Professional Department Performance Percentage (the “Department Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) shall be established by the Compensation Committee for such calendar year within a range of forty percent (40%) and sixty percent (60%); provided that the sum of such percentages shall equal one hundred percent (100%) each calendar year. If the Compensation Committee shall not timely establish either or both of the Department Maximum Performance Percentage or the Company Maximum Performance Percentage for Employee the calendar year 2008, each of such percentages shall be thirty fifty percent (3050%) and ). If the maximum percentage Compensation Committee shall not timely establish either or both of the Approved Company Department Maximum Performance Percentage or the Company Maximum Performance Percentage for any future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall be seventy percent (70%)apply for such calendar year. The sum of the Approved Professional Department Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of earnings before taxes, interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Talent Management Committee of the Board of Directors (the “Compensation Talent Management Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The target amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the ). The Approved Company Performance Percentage shall be a target of seventy percent (70%) 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 sum 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 Talent Management Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage and the Percentage. The Approved Company 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 a written incentive program mutually established by the Res-Care, Inc. Non-Equity Incentive Plan President and the Employee on a calendar year basis (the “Incentive Plan”). Shortly after The Incentive Plan shall provide that sixty-five percent (65%) of the beginning maximum incentive that may be earned by the Employee shall be based on goals mutually established by the President and the Employee and thirty-five percent (35%) of each the maximum incentive that may be earned by the Employee shall be based on the financial performance of the Company and its subsidiaries as a whole. In no event shall Employee earn any incentive for any calendar year, year unless the Company’s Board of Directors will establish a target of earnings before taxes, interest, depreciation and amortization net income of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDANet Income”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such respective calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target Net Income target for the respective calendar year as established by the Board of Directors at the beginning of such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The amount payable All incentive payments under the Incentive Plan shall be determined annually, and shall be calculated by reference to the incentive percentage earned by the Employee for each full calendar year during the Term shall equal multiplied by the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of period for which the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar yearincentive is determined. The maximum percentage of the Approved Professional Performance Percentage for Employee’s Base Salary that the Employee may earn under the Incentive Plan shall be thirty forty percent (3040%) 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 the maximum percentage 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 (74) days after the end of the Approved Company Performance Percentage applicable calendar year. Any amounts earned by the Employee under the Incentive Plan shall be seventy percent (70%). The sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be 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 a written incentive program mutually established by the Res-Care, Inc. Non-Equity Incentive Plan Chairman and the Employee on a calendar year basis (the “Incentive Plan”). Shortly after The Incentive Plan shall provide that sixty-five percent (65%) of the beginning maximum incentive that may be earned by the Employee shall be based on goals mutually established by the Chairman and the Employee, and thirty-five percent (35%) of each the maximum incentive that may be earned by the Employee shall be based on the financial performance of the Company and its subsidiaries as a whole. In no event shall Employee earn any incentive for any calendar year, year unless the Company’s Board of Directors will establish a target of earnings before taxes, interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such the respective calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals equal or exceeds exceed ninety percent (90%) of the Annual EBITDA Target target for the respective calendar year as established by the Board of Directors at the beginning of such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The amount payable All incentive payments under the Incentive Plan shall be determined annually, and shall be calculated by reference to the incentive percentage earned by the Employee for each full calendar year during the Term shall equal multiplied by the Base Salary actually paid to the Employee for such the period for which the incentive is determined. For purposes of calculating any incentive payment under the Incentive Plan for the calendar year multiplied by 2005, the sum of Base Salary payable to Employee for the Approved Professional Performance Percentage and period January 1, 2005 through March 31, 2005 under the Approved Company Performance Percentage (as determined below) for such calendar yearPrior Agreement shall be taken into account. The maximum percentage of the Approved Professional Performance Percentage for Employee’s Base Salary that the Employee may earn under the Incentive Plan shall be thirty forty percent (3040%) 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 the maximum percentage 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 (90) days after the end of the Approved Company Performance Percentage applicable calendar year. Any amounts earned by the Employee under the Incentive Plan shall be seventy percent (70%). The sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be 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 Res-Care, Inc. Non-Equity Incentive Plan following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of the earnings before taxes, interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for the calendar year 2005 unless the actual EBITDA for such calendar year equals or exceeds ninety-one and 11/100 (91.11%) of the Annual EBITDA Target for such calendar year. In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term after 2005 unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. The respective thresholds referred to in the two (2) immediately preceding sentences shall hereinafter be referred to as the “Annual EBITDA Threshold.” For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, there shall be added (x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred by the Company and its subsidiaries other than in the ordinary course of business, including but not limited to losses or expenses resulting from redemptions or repayments of indebtedness, or modifications or amendments of the Company’s credit facility, and (y) other appropriate additions as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof). The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional DTS Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of percentages for the Approved Professional DTS Performance Percentage (the “DTS Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) for Employee the calendar year 2005 are each fifty percent (50%). For each calendar year commencing after 2005, not later than March 15 of such calendar year, the DTS Maximum Performance Percentage shall be thirty established by the Compensation Committee within a range of twenty-five percent (3025%) and fifty percent (50%) and the maximum percentage of the Approved Company Maximum Performance Percentage shall be seventy established by the Compensation Committee within a range of fifty percent (7050%) and seventy-five percent (75%); provided that the sum of such percentages shall equal one hundred percent (100%) each calendar year. If the Compensation Committee shall not timely establish either or both of the DTS Maximum Performance Percentage or the Company Maximum Performance Percentage for any calendar year, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Approved Professional DTS Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).

Incentive Plan. During the Term, the Employee It shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of earnings before taxes, interest, depreciation and amortization responsibility of the Company to establish and its subsidiaries make justifiable revisions to pro- duction standards in a fair and equitable manner and to administer the incentive plan as pro- vided for in this Article. Incentive Plan is designed to yield an opportunity to increase earnings by approximately forty (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 circumstances that exist at the time the study was made for the purpose of establishing the production standard. is understood and agreed that the base rate for incentive jobs shall be the negotiat- ed base, which shall be used for the purpose of 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 another. An operation performed or a series of performed progressively on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such calendar year (or parts is considered as one and the “Annual EBITDA Target”)same job. In no event which case, incentive earnings shall Employee earn any amount under be computed from the Incentive Plan for any calendar year during 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 Term unless Union prior to implementation. In establishing work standards, the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) 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 Annual EBITDA Target for such calendar yearnormal operator. For all purposes All standards shall ,give due consideration the quality of this Employment Agreementworkmanship required. production standard shall not 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 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 determining setting standards xxxxx- xxxx revision. Changes of less than shall be accumu- lated and recorded when these changes total or more the actual EBITDA standard will be changed. When there a method change of or more, an accumulation of changes of or more, just the elements of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion standards that 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 thereofchanged will be revised. The amount payable under union will be given a copy of changes or accumula- tions of changes. An accepted standard shall not be changed merely because of an identification change in name, symbol, or number on any materials, parts or operations. Layout Sheets will be updated and kept at the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the Approved Company Performance Percentage shall be seventy percent (70%). The sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive 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 Res-Care, Inc. Non-Equity Incentive Plan following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of the earnings before taxes, interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for the calendar year 2005 unless the actual EBITDA for such calendar year equals or exceeds ninety-one and 11/100 percent (91.11%) of the Annual EBITDA Target for such calendar year. In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term after 2005 unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. The respective thresholds referred to in the two (2) immediately preceding sentences shall hereinafter be referred to as the “Annual EBITDA Threshold.” For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, there shall be added (x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred by the Company and its subsidiaries other than in the ordinary course of business, including but not limited to losses or expenses resulting from redemptions or repayments of indebtedness, or modifications or amendments of the Company’s credit facility, and (y) other appropriate additions as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof). The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Department Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of percentages for the Approved Professional Department Performance Percentage (the “Department Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) for Employee the calendar year 2005 are each fifty percent (50%). For each 44 calendar year commencing after 2005, not later than March 15 of such calendar year, the Department Maximum Performance Percentage shall be thirty established by the Compensation Committee within a range of forty percent (3040%) and sixty percent (60%) and the maximum percentage of the Approved Company Maximum Performance Percentage shall be seventy established by the Compensation Committee within a range of forty percent (7040%) and sixty percent (60%); provided that the sum of such percentages shall equal one hundred percent (100%) each calendar year. If the Compensation Committee shall not timely establish either or both of the Department Maximum Performance Percentage or the Company Maximum Performance Percentage for any calendar year, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Approved Professional Department Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of the earnings before taxes, interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for the calendar year 2005 unless the actual EBITDA for such calendar year equals or exceeds ninety-one and 11/100 percent (91.11%) of the Annual EBITDA Target for such calendar year. In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term after 2005 unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. The respective thresholds referred to in the two (2) immediately preceding sentences shall hereinafter be referred to as the “Annual EBITDA Threshold.” For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, there shall be added (x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred by the Company and its subsidiaries other than in the ordinary course of business, including but not limited to losses or expenses resulting from redemptions or repayments of indebtedness, or modifications or amendments of the Company’s credit facility, and (y) other appropriate additions as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereoftheir respective reasonable discretion. The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Acquisitions Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of percentages for the Approved Professional Acquisitions Percentage (the “Acquisitions Maximum Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) for Employee the calendar year 2005 are seventy percent (70%) and thirty percent (30%), respectively. For each calendar year commencing after 2005, not later than March 15 of such calendar year, the Acquisitions Maximum Percentage shall be established by the Compensation Committee within a range of fifty percent (50%) to seventy percent (70%) and the Company Maximum Performance Percentage shall be established by the Compensation Committee within a range of thirty percent (30%) to fifty percent (50%); provided that the sum of such percentages shall equal one hundred and seven percent (107%) each calendar year. If the maximum percentage Compensation Committee shall not timely establish either or both of the Approved Acquisitions Maximum Percentage or the Company Maximum Performance Percentage for any calendar year, the respective percentages that were applicable for the prior calendar year shall be seventy percent (70%)apply for such calendar year. The sum of the Approved Professional Performance Acquisitions Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred and seven percent (100107%).

Incentive Plan. During the Term, the Employee shall be eligible for to participate in a DST annual incentive compensation award program ("Program") beginning, on a prorata basis, with the 2007 performance year of any such applicable Program, and under such terms, as determined from time to time by the DST Board of Directors ("DST Board") or the Compensation Committee or other appropriate committee of the DST Board (the "DST Compensation Committee"). Payment to Employee of an annual bonus ("Annual Incentive") may depend on achievement of DST International, DST or other goals as the DST Compensation Committee determines, including without limitation a combination of DST International, DST or other goals. Subject to the terms of the Program, Employee's Threshold, Target and Maximum opportunity levels (if and to the extent applicable under the Program structure upon which Employee's Annual Incentive is based) shall be the following percentages of Base Salary as of the beginning of each year: Threshold Target Maximum --------- ------ ------- 50% 100% 150% Any payout upon goal achievement may consist of any combination of cash, deferred cash or other award components selected by the DST Compensation Committee. Employee understands that the Company's board, the DST Board or the DST Compensation Committee may change, revoke or terminate a Program or Employee's participation therein at any time; provided that, while the Program is in effect, Employee's Threshold, Target and Maximum Annual Incentive percentages (if and to the extent applicable under the Program structure upon which Employee's Annual Incentive is based) will not be reduced below the percentages shown above. The terms of Employee's participation in a Program are established by the Company's board, the DST Board, or the DST Compensation Committee and not by this Agreement. The actual amount of any Annual Incentive earned will be based upon meeting specific corporate or business unit goals set in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of earnings before taxes, interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the Approved Company Performance Percentage shall be seventy percent (70%). The sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive PercentageProgram.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of earnings before taxes, interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Talent Management Committee of the Board of Directors (the “Compensation Talent Management Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The target amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the ). The Approved Company Performance Percentage shall be a target of seventy percent (70%) 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 sum 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 Talent Management Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage and the Percentage. The Approved Company 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 Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of earnings before taxes, interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Talent Management Committee of the Board of Directors (the “Compensation Talent Management Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The target amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the ). The Approved Company Performance Percentage shall be a target of seventy percent (70%) 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 sum 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 Talent Management Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage and Percentage. The professional performance criteria for Employee for the calendar year 2013 are set forth on Exhibit A attached hereto. The Approved Company 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 Commencing January 1, 2006 and during the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) will establish a target of earnings before taxesthe Company Net Income (as defined below) for such calendar year (the “Annual Net Income Target”). The Compensation Committee has previously established the Annual Net Income Target for the calendar year 2006. In no event shall Employee earn any amount under the Incentive Plan for any calendar year unless the actual Company Net Income for such calendar year equals or exceeds a threshold equal to ninety percent (90%) of the Annual Net Income Target for such calendar year. The threshold referred to in the immediately preceding sentence shall hereinafter be referred to as the “Annual Net Income Threshold.” Subject to the additional adjustments set forth in the immediately following sentence and in Section 3(c)(ii) hereof, interestfor all purposes of this Employment Agreement, depreciation and amortization “Company Net Income” shall mean the net income of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied applied, as adjusted to exclude (“EBITDA”)x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred by the Company and its subsidiaries other than in the ordinary course of business, including but not limited to losses or expenses resulting from redemptions or repayments of indebtedness, or modifications or amendments of the Company’s credit facility, in each case net of related tax benefit, and (y) other appropriate items as determined by the Compensation Committee. For purposes of determining whether the Annual Net Income Threshold is satisfied for such the calendar year 2006 and determining the Financial Performance Percentage (as defined below) for the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year 2006, in calculating Company Net Income as determined in the immediately preceding sentence there shall also be excluded (I) the losses incurred during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) 2006 in connection with the cessation of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA operations of the Company and its subsidiaries in the District of Columbia and New Mexico, and (II) any charge or expense for the calendar year 2006 for the Awarded Shares (as defined in Section 3(c)(i) hereof), in each calendar year, the Executive Compensation Committee case described in clauses (I) and (II) net of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereofrelated tax benefit. The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Quality Performance Percentage and the Approved Company Financial Performance Percentage (as determined below) for such calendar year. The maximum percentage of percentages for the Approved Professional Quality Performance Percentage (the “Quality Maximum Performance Percentage”) and the Financial Performance Percentage (the “Financial Maximum Performance Percentage”) for Employee the calendar year 2006 are fifty percent (50%) and fifty percent (50%), respectively. For each calendar year commencing after 2006, not later than March 15 of such calendar year, the Quality Maximum Performance Percentage shall be established by the Compensation Committee within a range of thirty percent (30%) and seventy percent (70%) and the maximum percentage of the Approved Company Financial Maximum Performance Percentage shall be established by the Compensation Committee within a range of thirty percent (30%) and seventy percent (70%). The ; provided that the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year such percentages shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be equal one hundred percent (100%)) each calendar year. If the Compensation Committee shall not timely establish either or both of the Quality Maximum Performance Percentage or the Financial Maximum Performance Percentage for any calendar year, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year.

Incentive Plan. During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of earnings before taxes, interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Talent Management Committee of the Board of Directors (the “Compensation Talent Management Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The target amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the ). The Approved Company Performance Percentage shall be a target of seventy percent (70%) 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 sum 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 Talent Management Committee shall establish the professional performance criteria for Employee for such calendar year to be used in calculating the Approved Professional Performance Percentage and Percentage. The professional performance criteria for Employee for the calendar year 2013 are set forth on Exhibit A attached hereto. The Approved Company 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 Res-Care, Inc. Non-Equity Incentive Plan following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of the earnings before taxes, interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for the calendar year 2005 unless the actual EBITDA for such calendar year equals or exceeds ninety-one and 11/100 percent (91.11%) of the Annual EBITDA Target for such calendar year. In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term after 2005 unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. The respective thresholds referred to in the two (2) immediately preceding sentences shall hereinafter be referred to as the “Annual EBITDA Threshold.” For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, there shall be added (x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred by the Company and its subsidiaries other than in the ordinary course of business, including but not limited to losses or expenses resulting from redemptions or repayments of indebtedness, or modifications or amendments of the Company’s credit facility, and (y) other appropriate additions as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof). The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional DPD Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of percentages for the Approved Professional DPD Performance Percentage (the “DPD Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) for Employee shall be the calendar year 2005 are thirty percent (30%) and the maximum percentage of the Approved Company Performance Percentage shall be seventy percent (70%), respectively. For each calendar year commencing after 2005, not later than March 15 of such calendar year, the DPD Maximum Performance Percentage shall be established by the Compensation Committee within a range of thirty percent (30%) and fifty percent (50%) and the Company Maximum Performance Percentage shall be established by the Compensation Committee within a range of fifty percent (50%) and seventy percent (70%); provided that the sum of such percentages shall equal one hundred percent (100%) each calendar year. If the Compensation Committee shall not timely establish either or both of the DPD Maximum Performance Percentage or the Company Maximum Performance Percentage for any calendar year, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Approved Professional DPD Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).