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Exhibit 10.3
AMENDMENT TO
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EMPLOYMENT AGREEMENT
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THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made this 4th
day of August, 1997, between RES-CARE, INC., a Kentucky corporation (the
"Company"), and XXXXXXX X. XXXXX (the "Employee").
RECITALS:
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WHEREAS, the Company and the Employee executed that certain Employment
Agreement dated as of January 1, 1997 (the "Employment Agreement"); and
WHEREAS, the Board of Directors of the Company recognizes that the
Employee's contribution to the growth and success of the Company has been
substantial and wishes to modify the Employment Agreement to accelerate the
granting of certain options to purchase shares of Company common stock.
AGREEMENT:
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NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
1. Section 3(d) of the Employment Agreement is deleted in its entirety
and the following is substituted therefor:
(d) PARTICIPATION IN STOCK OPTION PLAN. Employee shall be entitled
to participate in the Company stock option plan which is
applicable to its managerial employees. On August 15, 1997, Em
ployee shall be granted options to purchase 25,000 shares of
Company common stock, which options shall vest and be
exercisable on August 15, 1998 if Employee is then employed
hereunder. Provided Em ployee continues to be employed
hereunder, on August 15, 1998, Employee shall be granted
options to purchase 50,000 shares of Company common stock, and
provided Employee continues to be employed hereunder, 25,000
of such options shall vest and be exercisable on August 15,
1999 and the remaining 25,000 of such options shall vest and
be exercisable on August 15, 2000. Any stock options granted
to Employee pursuant to this paragraph (d) shall have an
exercise price based upon the closing sale price of Company
common stock as reported on the NASDAQ National Market System
on the respective date of grant and the number of shares which
are subject to such options shall be
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equitably adjusted for stock splits, stock dividends,
recapitalizations and the like occurring after the date
hereof.
2. Except as otherwise specifically set forth in this Amendment, the
Employment Agreement shall be unamended and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the day and year set forth above.
RES-CARE, INC.
By:
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Xxxxxx X. Xxxxx
President and Chief Executive Officer
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Xxxxxxx X. Xxxxx
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