EXHIBIT 10.4
RES-CARE, INC.
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April 23, ▇▇▇▇
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RE: EMPLOYMENT AGREEMENT - AMENDMENTS
Dear Katie:
This letter is in reference to that certain Employment Agreement
between Res-Care, Inc. and you ("Employment Agreement"), as amended by that
certain letter agreement dated December 31, 2002. Any capitalized terms not
otherwise specifically defined in this letter agreement shall have the meanings
given to them in the Employment Agreement.
Pursuant to paragraph (b) of Section 3 of the Employment Agreement,
Employee participates in the Incentive Program. Company and Employee agree for
the calendar year 2002, Employee has earned a bonus under the Incentive Program
and such bonus shall be paid to Employee by the grant to Employee, effective
April 23, 2003, of options to purchase 13,818 shares of Company common stock.
The exercise price of such options shall be $3.07 per share. All of such options
shall vest and be fully exercisable on April 23, 2003, the date of grant. No
other bonus shall be paid to Employee for the calendar year 2002 under the
Incentive Program.
The first sentence of paragraph (b) of Section 3 of the Employment
Agreement provides that the Incentive Program shall be established on an annual
basis. The Executive Compensation Committee of the Company's Board of Directors
has proposed, and all of the members of the Company's Leadership Team have
collectively agreed, that the members of the Company's Leadership Team will
consent to the addition of a threshold to their respective bonuses for the
calendar year 2003 and all subsequent calendar years.
In consideration for the agreement by the other members of the
Leadership Team to add such threshold to their respective bonuses, and the sum
of $10, the payment of which is tendered to Employee herewith, the Company and
Employee agree that Employee shall not earn any Performance Incentive for any
calendar year commencing with the calendar year 2003 unless the earnings of the
Company and its subsidiaries on a consolidated basis, determined in accordance
with generally accepted accounting principles consistently applied, for the
respective calendar year equal or exceed ninety percent (90%) of the earnings
target for the respective calendar year as established by the Company's Board of
Directors at the beginning of such calendar year.
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April 23, 2003
Page 2
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 and return one original to you.
Sincerely,
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Chairman, President and Chief Executive
Officer
Agreed to this 19th day of May, 2003,
but effective as of April 23, 2003:
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