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Exhibit 10.1
AMENDMENT TO
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EMPLOYMENT AGREEMENT
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THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made this 15th
day of August, 1998, between RES-CARE, INC., a Kentucky corporation (the
"Company"), and XXXXX X. XXXXXXXXX, XX. (the "Employee").
RECITALS:
WHEREAS, the Company and the Employee executed that certain Employment
Agreement dated as of January 1, 1998 (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 increase the
Employee's base salary and to accelerate the granting of certain options to
purchase shares of Company common stock.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
1. Section 3(a) of the Employment Agreement is deleted in its entirety and
the following is substituted therefor:
(a) BASE SALARY. The Company shall pay to the Employee during
the period January 1, 1998 through August 14, 1998 of the first year of
the Term a fixed, annual salary (the "Initial Base Salary") of
$127,500. Commencing on August 15, 1998, the Company shall pay to the
Employee a fixed, annual salary (the "Revised Base Salary") of
$155,000. The Initial Base Salary and the Revised Base Salary shall
sometimes be collectively referred to as the "Base Salary". 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,
commencing on January 1, 1999, the Revised Base Salary shall be
increased, effective as of the first day of each year of the Term, in
proportion to the increase in the Consumer Price Index "All- Items"
category, as published by the Bureau of Labor Statistics (the "CPI")
established for the month of December immediately preceding the date on
which the adjustment is to be made over that established for the month
of December 1998. If the Bureau of Labor Statistics suspends or
terminates its publication of the CPI, the
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parties agree that a reasonably comparable price index shall be
substituted for the CPI.
2. 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, 1998, Employee
shall be granted options to purchase 37,500 shares of Company common
stock (which amount reflects the adjustment for the 3-for-2 stock split
declared by the Board on May 12, 1998), which options shall vest and be
exercisable on August 15, 1999 if Employee is then employed hereunder.
Provided Employee continues to be employed hereunder, on September 1,
1998, Employee shall be granted options to purchase 75,000 shares of
Company common stock (which amount reflects the adjustment for the
3-for-2 stock split declared by the Board on May 12, 1998), and
provided Employee continues to be employed hereunder, 37,500 of such
options shall vest and be exercisable on September 1, 1999 and the
remaining 37,500 of such options shall vest and be exercisable on
September 1, 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 this paragraph (d) and such options shall be
equitably adjusted for stock splits, stock dividends, recapitalizations
and the like occurring after August 15, 1998.
3. Employee acknowledges and agrees that notwithstanding the provisons of
Section 3(b) of the Employment Agreement, no bonus shall be payable to
Employee pursuant to such Section 3(b) or the Annual Bonus Plan (as
defined in the Employment Agreement) for the calendar year 1998.
4. Except as otherwise specifically set forth in this Amendment, the
Employment Agreement shall be unamended and in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the day and year set forth above.
RES-CARE, INC.
By:_____________________________________________
Xxxxxx X. Xxxxx
Chairman, President and Chief Executive
Officer
_________________________________________________
Xxxxx X. Xxxxxxxxx, Xx.
