Exhibit 10.5
RES-CARE, INC.
00000 XXXX XXXXXXX XXXX
XXXXXXXXXX, XXXXXXXX 00000
December 31, 2002
Xxxxxxx X Xxxxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000
RE: EMPLOYMENT AGREEMENT - AMENDMENTS
Dear Xxxx:
This letter is in reference to that certain Employment Agreement between
Res-Care, Inc. and you ("Employment Agreement"). Any capitalized terms not
otherwise specifically defined in this letter agreement shall have the meanings
given to them in the Employment Agreement.
Pursuant to the second literary paragraph of paragraph (a) of Section 3 of
the Employment Agreement, Employee is entitled to an increase in Base Salary as
of January 1, 2003. Company and Employee have agreed that in lieu of such
increase in Base Salary, effective March 28, 2003, the Company shall grant to
Employee options to purchase 6,070 shares of Company common stock, at an
exercise price based upon the closing sale price of Company common stock as
reported on the Nasdaq National Market on such date. Provided Employee is
employed by the Company on December 1, 2003, all of such options shall vest and
be exercisable on December 1, 2003. Except as otherwise agreed in writing by the
Company and you, provided that the Employment Agreement or your employment
thereunder is not terminated for any reason, your Base Salary shall continue to
be $200,000 during the period January 1, 2003 through December 31, 2003.
Pursuant to paragraph (b) of Section 3 of the Employment Agreement,
Employee participates in the Incentive Program. Company and Employee have agreed
that the Company may elect to pay all or a portion of any Performance Incentive
earned by Employee for any period during the calendar year 2003 and succeeding
calendar years 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
Performance Incentive so earned by Employee in options to purchase shares of
Company common stock, such options shall be issued on the date that the
Performance Incentive so earned is payable, at an exercise price based upon the
closing sale price of Company common stock as reported on the Nasdaq National
Market on such date (or if such date is not a trading date for the Company
common stock, on the immediately preceding trading date). All of such options
shall vest and be exercisable on the date of grant.
Pursuant to the Company's vacation pay and/or paid time off plans, Employee
is entitled to accrue and utilize certain amounts of vacation pay and/or paid
time off. Employee agrees that during the period February 1, 2003 through June
30, 2003 (the "Suspension Period"), Employee shall not
Xxxxxxx X Xxxxxxx
December 31, 2002
Page 2
accrue any amount of vacation pay and/or paid time off and shall not be paid for
such time. The amount of such vacation pay and/or paid time off that does not
accrue by reason of the immediately preceding sentence shall be hereinafter
referred to as the "Waived PTO." In addition, during the Suspension Period, the
Employee shall utilize at least forty (40) hours of previously accrued vacation
pay and/or paid time off (or if Employee has less than forty (40) hours of
previously accrued vacation pay and/or paid time off as of February 1, 2003,
such lesser amount) (the "Minimum Amount"). If and to the extent that Employee
does not utilize the Minimum Amount, it shall be forfeited and Employee shall
not be paid for such amount. In consideration for the agreements of Employee in
this paragraph, either:
[ X ] The Company shall, effective on March 28, 2003, grant to Employee
options to purchase 3,590 shares of Company common stock, at an
exercise price based upon the closing sale price of Company common
stock as reported on the Nasdaq National Market on such date. All of
such options shall vest and be exercisable on March 28, 2003.
[ ] If the earnings of the Company and its subsidiaries on a
consolidated basis, determined in accordance with generally accepted
accounting principles consistently applied, for each of the first,
second and third quarters of the calendar year 2003 equal or exceed
the respective earnings targets for each of such quarters as
established by the Company's Board of Directors at its meeting on
January 6, 2003, fifty percent (50%) of the Waived PTO shall be
restored to the Employee on December 31, 2003 and the remaining fifty
percent (50%) of the Waived PTO shall be restored to the Employee on
January 31, 2004. Such restored amounts shall be eligible for the
Company's PTO buy-back plan commencing on the respective dates of
restoration.
Employee must make an election at the time of the Employee's execution of this
letter agreement as to which of alternatives above shall be applicable to the
Employee by initialing the box adjacent to the alternative selected. Such
election is irrevocable and may not be changed.
If the provisions of the preceding paragraph regarding the waiver and
forfeiture of the Employee's vacation pay and/or paid time off create a hardship
for Employee, not later than June 30, 2003, Employee may request review of such
hardship by the Hardship Committee described on Exhibit A attached hereto. Any
such request for hardship review shall be addressed to me.
All stock options granted as provided in this letter agreement shall be
granted pursuant to and, to the extent not expressly inconsistent herewith,
governed by the Stock Plan. The number of shares to be issued under such options
shall be adjusted in accordance with the terms of the Stock
Xxxxxxx X Xxxxxxx
December 31, 2002
Page 3
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 by the Company shall expire and any vested options
shall expire in accordance with the terms of the Stock Plan.
Except as otherwise provided herein, the Employment Agreement shall remain
unamended and in full force and effect. If the foregoing amendment to the
Employment Agreement is acceptable to you, please execute both originals of this
letter agreement, return both executed originals to me, and I will execute both
originals, add my initials adjacent to your initials above and return one
original to you. The provisions of this letter agreement are subject to approval
by the Executive Compensation Committee of the Company's Board of Directors.
Sincerely,
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Chairman, President and Chief Executive
Officer
Agreed to this 25th day of February, 2003,
but effective as of December 31,
2002:
/s/ Xxxxxxx X Xxxxxxx
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Xxxxxxx X Xxxxxxx
