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Exhibit 10.14
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Employment Agreement") is dated this 16th
day of February, 2001, between RES-CARE, INC., a Kentucky corporation (the
"Company"), and L. XXXXX XXXXX (the "Employee").
RECITALS:
WHEREAS, the Company has a need for an individual to provide services
to the Company as Executive Vice President of Finance and Administration/Chief
Financial Officer;
WHEREAS, the Employee has substantial experience in accounting and
financial matters in the health care field and involving publicly-held
companies; and
WHEREAS, the Company and the Employee have reached agreement on the
terms and conditions under which Employee will perform services for the Company.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
1. EMPLOYMENT AND TERM. The Company hereby employs the Employee, and
the Employee accepts such employment, upon the terms and conditions herein set
forth for an initial term commencing effective March 19, 2001 (the "Commencement
Date"), and ending on December 31, 2003, subject to earlier termination only in
accordance with the express provisions of this Employment Agreement ("Initial
Term"). This Employment Agreement shall be automatically extended on a
year-to-year basis (January 1 through December 31 of each successive year),
unless sooner terminated in accordance with the express provisions of this
Employment Agreement ("Additional Terms"), upon the expiration of the Initial
Term or any Additional Term, unless prior to the commencement of a sixty (60)
day period expiring at the end of such Initial Term or any Additional Term, the
Company or the Employee shall have given written notice to the other stating
that the term of this Employment Agreement shall not be extended. For purposes
of this Employment Agreement, the term "Term" shall mean the Initial Term plus
all Additional Terms.
2. DUTIES.
(a) EMPLOYMENT AS EXECUTIVE VICE PRESIDENT OF FINANCE AND
ADMINISTRATION/CHIEF FINANCIAL OFFICER. During the Term, the Employee
shall serve as the Executive Vice President of Finance and
Administration/Chief Financial Officer of the Company. The Employee
shall, subject to the supervision and control of the Chairman,
President and Chief Executive Officer of the Company ("Chairman") and
the Board of Directors of the Company (the "Board") have responsibility
for and oversight of the corporate financial functions of the Company
and its subsidiaries, including the following: (i) treasury and cash
management; (ii) fixed asset management; (iii) reimbursement; (iv) tax;
(v) audit; (vi) financial reporting to the Securities and Exchange
Commission;
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(vii) risk management; (viii) corporate payroll, accounts payable and
consolidation of financial statements; (ix) budgeting and strategic
planning; and (x) information technology. The Employee shall also
perform such other duties and exercise such powers over and with regard
to the business of the Company as may be prescribed from time to time
by the Chairman or the Board, including, without limitation, serving as
an officer or director of one or more subsidiaries or affiliates of the
Company, if elected to such positions, without any additional salary or
other compensation.
(b) TIME AND EFFORT. The Employee shall devote his best
efforts and all of his business time, energies and talents exclusively
to the business of the Company and to no other business during the Term
of this Employment Agreement; provided, however, that subject to the
restrictions in Section 7 hereof, the Employee may (i) invest his
personal assets in such form or manner as will not require his services
in the operation of the affairs of the entities in which such
investments are made and (ii) subject to satisfactory performance of
the duties described in Section 2(a) hereof, devote such time as may be
reasonably required for him to continue to maintain his current level
of participation in various civic and charitable activities.
(c) COMPLIANCE CERTIFICATE. Not less frequently than annually
and upon the termination of the Employee's employment hereunder for any
reason other than Employee's death, the Employee shall execute and
deliver to the Chairman and/or any other authorized officer designated
by the Company a certificate of the Employee's level of compliance with
applicable laws, regulations and Company policies regarding the
provision of services to clients and xxxxxxxx to its paying agencies (a
"Compliance Certificate"). Each such Compliance Certificate requested
by the Company shall be completed and delivered by the Employee to the
officer of the Company requesting the same within two (2) days after
the date of such request.
3. COMPENSATION AND BENEFITS.
(a) BASE SALARY. The Company shall pay to the Employee during
the Term an annual salary (the "Base Salary"), which initially shall be
equal to $200,000. The Base Salary shall be due and payable in
substantially equal bi-weekly installments or in such other
installments as may be necessary to comport with the Company's normal
pay periods for all employees.
Provided that this Employment Agreement or Employee's
employment hereunder shall not have been terminated for any reason, the
Base Salary shall be increased, effective as of January 1, 2002 by the
greater of (w) four and 167/1000 percent or (x) the percentage by which
the Consumer Price Index for all Urban Consumers (CPI-U), All-Items,
1982-1984=100, as published by the Bureau of Labor Statistics (the
"CPI"), established for the month of December 2001 exceeds the CPI
published for the month of February 2001, and shall be increased the
first day of each January, commencing January 1, 2003, by the greater
of (y) five percent (5%) or (z) the percentage by which the CPI
established for the month of December immediately preceding the date on
which the adjustment is to be made exceeds the CPI published for the
month of December of the immediately preceding year. If the Bureau of
Labor Statistics suspends or terminates its
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publication of the CPI, the parties agree that a reasonably comparable
price index shall be substituted for the CPI.
(b) INCENTIVE PROGRAM. During the Term, the Employee shall be
eligible for incentive compensation in accordance with a written
incentive program mutually established by the Chairman and the Employee
on an annual basis (the "Incentive Program"). The Incentive Program
shall provide that sixty-five percent (65%) of the maximum incentive
that may be earned by the Employee shall be based on compliance goals
mutually established by the Chairman and the Employee and thirty-five
percent (35%) of 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. All incentive payments under the Incentive
Program shall be determined quarterly, and shall be calculated by
reference to the incentive percentage earned by the Employee multiplied
by the Base Salary actually paid to the Employee for the calendar
quarter for which the incentive is determined. The maximum percentage
of the Employee's Base Salary that the Employee may earn under the
Incentive Program shall be forty percent (40%) of the Base Salary
actually paid to the Employee for the calendar quarter for which the
incentive is determined. Any quarterly incentive earned by the Employee
for any calendar quarter shall be paid by the Company to the Employee
not later than sixty (60) days after the end of such calendar quarter.
Any amounts earned by the Employee under the Incentive Program shall be
hereinafter referred to as the "Performance Incentive."
(c) SPECIAL INCENTIVE BONUS. Provided that this Employment
Agreement or Employee's employment hereunder shall not have been
terminated for any reason during the period six (6) months after the
Commencement Date, Employee shall be eligible for a special incentive
bonus of up to $7,500 (the "Incentive Bonus"), based upon goals
mutually agreeable to the Chairman and Employee, which Incentive Bonus
shall be paid to Employee on the date that is six (6) months after the
Commencement Date.
(d) PARTICIPATION IN BENEFIT PLANS. During the Term, Employee
shall be entitled to participate in all employee benefit plans and
programs (including but not limited to vacation, sick and other time
off policies, retirement and profit sharing plans, health insurance,
etc.) provided by the Company under which the Employee is eligible in
accordance with the terms of such plans and programs, subject to any
applicable waiting and/or vesting periods, except that the Employee
shall be eligible to participate in the Company's group life insurance
program effective as of the Commencement Date, without regard to any
waiting period applicable thereto. The Company reserves the right to
amend, modify or terminate in their entirety any of such programs and
plans. The Company shall reimburse the Employee for the amount paid by
him for health insurance premiums for Cobra coverage under his former
employer's health insurance plan for the first three (3) months of the
Initial Term. The Employee shall submit requests for such reimbursement
monthly.
(e) STOCK OPTION GRANT. As an inducement for the execution of
this Employment Agreement by the Employee, on the Commencement Date,
the Employee shall be granted options to purchase 35,000 shares of
Company common stock. Such stock options shall be granted pursuant to
and, to the extent not expressly inconsistent herewith, governed by the
Company stock option plan that is applicable to its managerial
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employees (the "Stock Plan"). Twenty percent (20%) of such stock
options shall vest and be exercisable on the Commencement Date.
Provided the Employee shall continue to be employed hereunder, twenty
percent (20%) of such stock options shall vest and be exercisable on
each of the next four (4) anniversaries of the Commencement Date (with
such number of shares to be adjusted in accordance with the terms of
the Stock Plan for stock splits, stock dividends, recapitalizations and
the like). Any stock options that shall not be vested at the effective
date of termination of the Employee's employment hereunder shall expire
and any vested options shall expire in accordance with the terms of the
Stock Plan. Such options shall have an exercise price based upon the
closing sale price of Company common stock as reported on the Nasdaq
National Market on the Commencement Date.
(f) OUT-OF-POCKET EXPENSES. The Company shall promptly pay the
ordinary, necessary and reasonable expenses incurred by the Employee in
the performance of the Employee's duties hereunder (or if such expenses
are paid directly by the Employee shall promptly reimburse him for such
payment), consistent with the reimbursement policies adopted by the
Company from time to time and subject to the prior written approval by
the Chairman.
(g) WITHHOLDING OF TAXES; INCOME TAX TREATMENT. If, upon the
payment of any compensation or benefit to the Employee under this
Employment Agreement (including, without limitation, in connection with
the exercise of any option), the Company determines in its discretion
that it is required to withhold or provide for the payment in any
manner of taxes, including but not limited to, federal income or social
security taxes, state income taxes or local income taxes, the Employee
agrees that the Company may satisfy such requirement by:
(i) withholding an amount necessary to satisfy such
withholding requirement from the Employee's compensation or
benefit; or
(ii) conditioning the payment or transfer of such
compensation or benefit upon the Employee's payment to the
Company of an amount sufficient to satisfy such withholding
requirement.
The Employee agrees that he will treat all of the amounts payable
pursuant to this Employment Agreement as compensation for income tax
purposes.
4. TERMINATION. The Employee's employment hereunder may be terminated
under this Employment Agreement as follows, subject to the Employee's rights
pursuant to Section 5 hereof:
(a) DEATH. The Employee's employment hereunder shall terminate
upon his death.
(b) DISABILITY. The Employee's employment shall terminate
hereunder at the earlier of (i) immediately upon the Company's
determination (conveyed by a Notice of Termination (as defined in
paragraph (f) of this Section 4)) that the Employee is permanently
disabled, and (ii) the Employee's absence from his duties hereunder for
180
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days. "Permanent disability" for purposes of this Employment Agreement
shall mean the onset of a physical or mental disability which prevents
the Employee from performing the essential functions of the Employee's
duties hereunder, which is expected to continue for 180 days or more,
subject to any reasonable accommodation required by state and/or
federal disability anti-discrimination laws, including, but not limited
to, the Americans With Disabilities Act of 1990, as amended.
(c) CAUSE. The Company may immediately terminate the
Employee's employment hereunder for Cause by delivering to the Employee
a Notice of Termination so indicating. For purposes of this Employment
Agreement, the Company shall have "Cause" to terminate the Employee's
employment because of the Employee's personal dishonesty, intentional
misconduct, breach of fiduciary duty involving personal profit, failure
to perform his duties hereunder, conviction of, or plea of nolo
contendere to, any law, rule or regulation (other than traffic
violations or similar offenses) or breach of any provision of this
Employment Agreement.
(d) WITHOUT CAUSE. The Company shall have the right to
terminate the Employee's employment under this Employment Agreement at
any time without Cause (as defined in paragraph (c) of this Section 4)
by delivery of a Notice of Termination specifying a date of termination
at least thirty (30) days following delivery of such notice.
(e) VOLUNTARY TERMINATION. By not less than thirty (30) days
prior written notice to the Chairman, Employee may voluntarily
terminate his employment hereunder.
(f) NOTICE OF TERMINATION. Any termination of the Employee's
employment by the Company during the Term pursuant to paragraphs (b),
(c) or (d) of this Section 4 shall be communicated by a Notice of
Termination to the Employee. For purposes of this Employment Agreement,
a "Notice of Termination" shall mean a written notice which shall
indicate the specific termination provision in this Employment
Agreement relied upon and in the case of any termination for Cause
shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Employee's
employment.
(g) DATE OF TERMINATION. The "Date of Termination" shall, for
purposes of this Employment Agreement, mean: (i) if the Employee's
employment is terminated by his death, the date of his death; (ii) if
the Employee's employment is terminated on account of disability
pursuant to Section 4(b) above, thirty (30) days after Notice of
Termination is given (provided that the Employee shall not, during such
30-day period, have returned to the performance of his duties on a
full-time basis), (iii) if the Employee's employment is terminated by
the Company for Cause pursuant to Section 4(c) above, the date
specified in the Notice of Termination, (iv) if the Employee's
employment is terminated by the Company without Cause, pursuant to
Section 4(d) above, the date specified in the Notice of Termination,
(v) if the Employee's employment is terminated voluntarily pursuant to
Section 4(e) above, the date specified in the written notice delivered
by the Employee to the Company as provided in Section 4(e) above, and
(vi) if the Employee's employment is terminated by reason of an
election by either party not to extend the Term, the last day of the
then effective Term.
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5. COMPENSATION UPON TERMINATION OR DURING DISABILITY.
(a) DEATH. If the Employee's employment is terminated by
reason of his death during the Term, the Employee shall continue to
receive installments of his then current Base Salary until the date of
his death, shall receive any earned but unpaid Performance Incentive
for any calendar quarter ending prior to the date of his death.
(b) DISABILITY. If the Employee's employment is terminated by
reason of his disability during the Term, the Employee shall continue
to receive installments of his then current Base Salary while actively
at work and until the earlier of (i) the date of termination in
accordance with Section 4(b) of this Employment Agreement or (ii) the
date that short or long-term disability payments to the Employee
commence under any plan or program then provided and funded by the
Company. If the Employee's installments of Base Salary cease by reason
of clause (ii) of the preceding sentence but the benefits payable under
any such disability plan or program do not provide 100% replacement of
the Employee's installments of Base Salary during such period, the
Employee shall be paid at regular payroll intervals until the
provisions of clause (i) of the preceding sentence becomes effective,
an amount equal to the difference between the periodic installments of
his then current Base Salary that would have otherwise been payable and
the disability benefit paid from such disability plan or program. In
the event of any such termination, the Employee shall also receive any
earned but unpaid Performance Incentive for any calendar quarter prior
to the Date of Termination. Upon termination due to death prior to a
termination as specified in the preceding provisions of this paragraph
(b), the payment provisions of this paragraph (b) shall no longer apply
and Section 5(a) above shall apply.
(c) CAUSE. If the Employee's employment is terminated for
Cause, the Employee shall continue to receive installments of his then
current Base Salary only through the Date of Termination and the
Employee shall not be entitled to receive any Performance Incentive
(other than any earned but unpaid Performance Incentive for any prior
calendar quarter), and shall not be eligible for any severance payment
of any nature.
(d) WITHOUT CAUSE. If the Employee's employment is terminated
without Cause, the Employee shall continue to receive installments of
his then current Base Salary until the Date of Termination and for one
(1) year thereafter and shall also be entitled to receive any earned
but unpaid Performance Incentive for any calendar quarter ending prior
to the Date of Termination.
(e) EXPIRATION OF TERM. If the Employee's employment shall be
terminated by reason of expiration of the Term (irrespective of which
party elected not to extend the Term), the Employee shall continue to
receive installments of his then current Base Salary until the Date of
Termination and the Company shall pay the Employee any earned
Performance Incentive for the last calendar quarter of the Term.
(f) VOLUNTARY TERMINATION. If the Employee's employment shall
be terminated pursuant to Section 4(e) hereof, the Employee shall
continue to receive installments of his then current Base Salary until
the Date of Termination and the Employee shall not be entitled to
receive any Performance Incentive (other than any
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earned but unpaid Performance Incentive for any calendar quarter ending
prior to the Date of Termination), and shall not be entitled to any
severance payment of any nature.
(g) NO FURTHER OBLIGATIONS AFTER PAYMENT. After all payments,
if any, have been made to the Employee pursuant to the applicable
provisions of paragraphs (a) through (f) of this Section 5, the Company
shall have no further obligations to the Employee under this Employment
Agreement other than the provision of any employee benefit plan
required to be continued under applicable law or by its terms.
6. DUTIES UPON TERMINATION. Upon the termination of Employee's
employment hereunder for any reason whatsoever (including but not limited to the
failure of the parties hereto to agree to the extension of this Employment
Agreement pursuant to Section 1 hereof), Employee shall promptly (a) comply with
his obligation to deliver a Compliance Certificate as provided in Section 2(c)
hereof, and (b) return to the Company any property of the Company or its
subsidiaries then in Employee's possession or control, including without
limitation, any Confidential Information (as defined in Section 7(d)(iii)
hereof) and whether or not constituting Confidential Information, any technical
data, performance information and reports, sales or marketing plans, documents
or other records, and any manuals, drawings, tape recordings, computer programs,
discs, and any other physical representations of any other information relating
to the Company, its subsidiaries or affiliates or to the Business (as defined in
Section 7(d)(iv) hereof) of the Company. Employee hereby acknowledges that any
and all of such documents, items, physical representations and information are
and shall remain at all times the exclusive property of the Company.
7. RESTRICTIVE COVENANTS.
(a) ACKNOWLEDGMENTS. Employee acknowledges that (i) his
services hereunder are of a special, unique and extraordinary character
and that his position with the Company places him in a position of
confidence and trust with the operations of the Company, its
subsidiaries and affiliates (collectively, the "Res-Care Companies")
and allows him access to Confidential Information, (ii) the Company has
provided Employee with a unique opportunity as the Company's Executive
Vice President of Finance and Administration/Chief Financial Officer,
(iii) the nature and periods of the restrictions imposed by the
covenants contained in this Section 7 are fair, reasonable and
necessary to protect and preserve for the Company the benefits of
Employee's employment hereunder, (iv) the Res-Care Companies would
sustain great and irreparable loss and damage if Employee were to
breach any of such covenants, (v) the Res-Care Companies conduct and
are aggressively pursuing the conduct of their business actively in and
throughout the entire Territory (as defined in paragraph (d)(ii) of
this Section 7), and (vi) the Territory is reasonably sized because the
current Business of the Res-Care Companies is conducted throughout such
geographical area, the Res-Care Companies are aggressively pursuing
expansion and new operations throughout such geographic area and the
Res-Care Companies require the entire Territory for profitable
operations.
(b) CONFIDENTIALITY AND NON-DISPARAGEMENT COVENANTS. Having
acknowledged the foregoing, Employee covenants that without limitation
as to time, (i) commencing on the Commencement Date, he will not
directly or indirectly disclose or use or otherwise exploit for his own
benefit, or the benefit of any other Person (as defined in paragraph
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(d)(v) of this Section 7), except as may be necessary in the
performance of his duties hereunder, any Confidential Information, and
(ii) commencing on the Date of Termination, he will not disparage or
comment negatively about any of the Res-Care Companies, or their
respective officers, directors, employees, policies or practices, and
he will not discourage anyone from doing business with any of the
Res-Care Companies and will not encourage anyone to withdraw their
employment with any of the Res-Care Companies.
(c) COVENANTS. Having acknowledged the statements in Section
7(a) hereof, Employee covenants and agrees with the Res-Care Companies
that he will not, directly or indirectly, from the Commencement Date
until the Date of Termination, and for a period of eighteen (18) months
thereafter, directly or indirectly (i) offer employment to, hire,
solicit, divert or appropriate to himself or any other Person, any
business or services (similar in nature to the Business) of any person
who was an employee or an agent of any of the Res-Care Companies at any
time during the last twelve (12) months of Employee's employment
hereunder; or (ii) own, manage, operate, join, control, assist,
participate in or be connected with, directly or indirectly, as an
officer, director, shareholder, partner, proprietor, employee, agent,
consultant, independent contractor or otherwise, any Person which is,
at the time, directly or indirectly, engaged in the Business of the
Res-Care Companies within the Territory. The Employee further agrees
that from the Commencement Date until the Date of Termination, he will
not undertake any planning for or organization of any business activity
that would be competitive with the Business.
(d) DEFINITIONS. For purposes of this Employment Agreement:
(i) For purposes of this Section 7, "termination of
Employee's employment" shall include any termination pursuant
to paragraphs (b), (c), (d) and (e) of Section 4 hereof, the
termination of such Employee's employment by reason of the
failure of the parties hereto to agree to the extension of
this Agreement pursuant to Section 1 hereof or the voluntary
termination of Employee's employment hereunder.
(ii) The "Territory" shall mean the forty-eight (48)
contiguous states of the United States, the United States
Virgin Islands, Puerto Rico and all of the Provinces of
Canada.
(iii) "Confidential Information" shall mean any
business information relating to the Res-Care Companies or to
the Business (whether or not constituting a trade secret),
which has been or is treated by any of the Res-Care Companies
as proprietary and confidential and which is not generally
known or ascertainable through proper means. Without limiting
the generality of the foregoing, so long as such information
is not generally known or ascertainable by proper means and is
treated by the Res-Care Companies as proprietary and
confidential, Confidential Information shall include the
following information regarding any of the Res-Care Companies:
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(1) any patent, patent application,
copyright, trademark, trade name,
service xxxx, service name,
"know-how" or trade secrets;
(2) customer lists and information
relating to (i) any client of any of
the Res-Care Companies or (ii) any
client of the operations of any
other Person for which operations
any of the Res-Care Companies
provides management services;
(3) supplier lists, pricing policies,
consulting contracts and competitive
bid information;
(4) records, operational methods and
Company policies and procedures,
including manuals and forms;
(5) marketing data, plans and
strategies;
(6) business acquisition, development,
expansion or capital investment plan
or activities;
(7) software and any other confidential
technical programs;
(8) personnel information, employee
payroll and benefits data;
(9) accounts receivable and accounts
payable;
(10) other financial information,
including financial statements,
budgets, projections, earnings and
any unpublished financial
information; and
(11) correspondence and communications
with outside parties.
(iv) The "Business" of the Res-Care Companies shall
mean the business of providing youth treatment or services,
services to persons with mental retardation and other
developmental disabilities, including but not limited to
persons who have been dually diagnosed, services to persons
with acquired brain injuries, training services, or providing
management and/or consulting services to third parties
relating to the foregoing.
(v) The term "Person" shall mean an individual, a
partnership, an association, a corporation, a trust, an
unincorporated organization, or any other business entity or
enterprise.
(e) INJUNCTIVE RELIEF, INVALIDITY OF ANY PROVISION. Employee
acknowledges that his breach of any covenant contained in this Section
7 will result in irreparable injury to the Res-Care Companies and that
the remedy at law of such parties for such a breach will be inadequate.
Accordingly, Employee agrees and consents that each of the Res-Care
Companies in addition to all other remedies available to them at law
and in equity,
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shall be entitled to seek both preliminary and permanent injunctions to
prevent and/or halt a breach or threatened breach by Employee of any
covenant contained in this Section 7. If any provision of this Section
7 is invalid in part or in whole, it shall be deemed to have been
amended, whether as to time, area covered, or otherwise, as and to the
extent required for its validity under applicable law and, as so
amended, shall be enforceable. The parties further agree to execute all
documents necessary to evidence such amendment.
(f) ADVICE TO FUTURE EMPLOYERS. If Employee, in the future,
seeks or is offered employment by any other Person, he shall provide a
copy of this Section 7 to the prospective employer prior to accepting
employment with that prospective employer.
8. ENTIRE AGREEMENT; MODIFICATION; WAIVER. This Employment Agreement
constitutes the entire agreement between the parties pertaining to the subject
matter contained in them and supersedes all prior and contemporaneous
agreements, representations, and understandings of the parties. No supplement,
modification, or amendment of this Employment Agreement shall be binding unless
executed in writing by all parties hereto (other than by reason of the
prospective modification of the Incentive Program by the Company or as provided
in the next to last sentence of Section 7(e) hereof). No waiver of any of the
provisions of this Employment Agreement will be deemed, or will constitute, a
waiver of any other provision, whether or not similar, nor will any waiver
constitute a continuing waiver. No waiver will be binding unless executed in
writing by the party making the waiver.
9. SUCCESSORS AND ASSIGNS; ASSIGNMENT. This Employment Agreement shall
be binding on, and inure to the benefit of, the parties hereto and their
respective heirs, executors, legal representatives, successors and assigns;
PROVIDED, HOWEVER, that this Employment Agreement is intended to be personal to
the Employee and the rights and obligations of the Employee hereunder may not be
assigned or transferred by him.
10. NOTICES. All notices, requests, demands and other communications
required or permitted to be given or made under this Employment Agreement, or
any other agreement executed in connection therewith, shall be in writing and
shall be deemed to have been given on the date of delivery personally or upon
deposit in the United States mail postage prepaid by registered or certified
mail, return receipt requested, to the appropriate party or parties at the
following addresses (or at such other address as shall hereafter be designated
by any party to the other parties by notice given in accordance with this
Section):
TO THE COMPANY:
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ResCare, Inc.
00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx,
Chairman, President and Chief Executive Officer
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TO THE EMPLOYEE:
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L. Xxxxx Xxxxx
0000 Xxxxxx Xxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
11. EXECUTION IN COUNTERPARTS. This Employment Agreement may be
executed in multiple counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same document.
12. FURTHER ASSURANCES. The parties each hereby agree to execute and
deliver all of the agreements, documents and instruments required to be executed
and delivered by them in this Employment Agreement and to execute and deliver
such additional instruments and documents and to take such additional actions as
may reasonably be required from time to time in order to effectuate the
transactions contemplated by this Employment Agreement.
13. SEVERABILITY OF PROVISIONS. The invalidity or unenforceability of
any particular provision of this Employment Agreement shall not affect the other
provisions hereof and this Employment Agreement shall be construed in all
respects as if such invalid or unenforceable provisions were omitted.
14. GOVERNING LAW; JURISDICTION; VENUE. This Employment Agreement is
executed and delivered in, and shall be governed by, enforced and interpreted in
accordance with the laws of, the Commonwealth of Kentucky. The parties hereto
agree that the federal or state courts located in Kentucky shall have the
exclusive jurisdiction with regard to any litigation relating to this Employment
Agreement and that venue shall be proper only in Jefferson County, Kentucky, the
location of the principal office of the Company.
15. TENSE; CAPTIONS. In construing this Employment Agreement, whenever
appropriate, the singular tense shall also be deemed to mean the plural, and
vice versa, and the captions contained in this Employment Agreement shall be
ignored.
16. SURVIVAL. The provisions of Sections 5, 6 and 7 hereof shall
survive the termination, for any reason, of this Employment Agreement, in
accordance with their terms.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement on the day and year set forth above.
RES-CARE, INC.
By:
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Xxxxxx X. Xxxxx
Chairman, President and Chief
Executive Officer
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L. Xxxxx Xxxxx
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