EXHIBIT 10.17
RES-CARE, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as
of this 1st day of July, _____, by and between RES-CARE, INC., a Kentucky
corporation (the "Company") and ______________, a non-employee director of the
Company ("Optionee").
RECITALS:
WHEREAS, the Res-Care, Inc. 2000 Non-Employee Directors Stock Ownership
Incentive Plan (the "Plan") for certain non-employee directors of the Company
(`Director or Directors") was adopted July 21, 2000;
WHEREAS, pursuant to the Plan, Optionee is granted an option to purchase
shares of the common stock, no par value ("Common Stock"), of the Company under
the terms and conditions of the Plan;
NOW, THEREFORE, in consideration of the premises, mutual covenants and
other good and valuable consideration, the Company and Optionee agree as
follows:
1. GRANT OF THE OPTION; EXERCISE PRICE. The Company hereby grants to
Optionee, as a matter of separate inducement and agreement in connection with
Optionee's service as a Director of the Company, and not in lieu of any other
compensation for Optionee's services, the right and option to purchase (the
"Option") all or any part of an aggregate of 4,500 shares of Common Stock
("Option Shares") on the terms and conditions set forth herein and in the Plan,
subject to adjustment as provided in Section 7, at a purchase price of $____ per
share (the "Option Exercise Price"). Company and Optionee consider the Option
Price to be not less than Fair Market Value (as defined in the Plan) of the
Common Stock on the date hereof, the date on which the Option was granted to
Optionee ("Option Date").
2. EXERCISE OF THE OPTION. The Option may be exercised at any time, and
from time to time, during a five-year period commencing July 1, ______, to and
including July 1, ______ (the "Termination Date"), on a cumulative basis, in
accordance with the following Schedule; provided, however, that the Optionee
continues to serve as a Director of the Company as of such dates:
Date on and After Which % of Total Option Shares
Option is Exercised Which May Be Purchased
----------------------- ------------------------
July 1, ____ 25%
July 1, ____ 50%
July 1, ____ 75%
July 1, ____ 100%
If Optionee ceases to be a Director of the Company as defined in the Plan for
any reason, Optionee shall have no rights with respect to that portion of the
Option which is not then exercisable pursuant to the Schedule and Optionee shall
automatically forfeit that portion of the Option that is not then exercisable.
3. PARTIAL EXERCISE. Subject to the limitations expressed herein, the
Option may be exercised with respect to all or a part of the Option Shares that
are currently exercisable; provided, however, that no partial exercise of the
Option shall result in the issuance of fractional Option Shares.
4. CONDITIONS TO EXERCISE OF THE OPTION.
(a) EXERCISE OF THE OPTION. Subject to the provisions of Section 3,
Optionee may exercise the Option by delivering written notice ("Notice") of
exercise in substantially the form of Exhibit A or an equivalent to the
Secretary of the Company at the Company's principal executive office specifying
the number of Option Shares to be purchased, accompanied by payment in full of
the Exercise Price in accordance with Section 4(b).
(b) PAYMENT OF EXERCISE PRICE. The Company shall accept as payment for
the Exercise Price either 1) cash, or 2) a check payable to the order of the
Company in the amount of the Exercise Price multiplied by the number of shares
for which the Option is being exercised, or 3) any other form of payment
established under the Plan.
(c) DELIVERY OF SHARES ON EXERCISE. As soon as practicable after
receipt of the Notice and payment of the Exercise Price, the Company shall
deliver to Optionee, without transfer or issuance tax or other incidental
expense to Optionee, at the office of the Company, or at such other place as may
be mutually acceptable, or, at the election of the Company, by certified mail
addressed to Optionee at Optionee's address shown in the records of the Company,
a certificate or certificates for the number of shares of Common Stock set forth
in the Notice and for which the Company has received payment in the manner
prescribed herein. The Company may postpone such delivery until it receives
satisfactory proof that the issuance or transfer of such shares will not violate
any of the provisions of the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, any rules or regulations of the
Securities and Exchange Commission promulgated thereunder, or the requirements
of applicable state law relating to authorization, issuance or sale of
securities, or until there has been compliance with the provisions of such acts
or rules. If Optionee fails to accept delivery of all or any part of the number
of shares of Common Stock specified in such notice upon tender of delivery
thereof, Optionee's right to exercise the Option for such undelivered shares may
be terminated by the Company.
5. OPTION NOT TRANSFERABLE EXCEPT IN EVENT OF DEATH. During Optionee's
lifetime, the Option shall be exercisable only by Optionee or a duly appointed
guardian or personal representative, and neither the Option nor any right
hereunder shall be transferable other than by will or the laws of descent and
distribution except as otherwise
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provided in the Plan. The Option may not be subject to execution or other
similar process. If Optionee attempts to alienate, assign, pledge, hypothecate
or otherwise dispose of the Option or any of Optionee's rights hereunder, except
as provided herein, or in the event of any levy or any attachment, execution or
similar process upon the rights or interests hereby conferred, the Company may
terminate the Option by notice to Optionee and it shall thereupon become null
and void.
6. EXERCISE OF THE OPTION UPON TERMINATION OF DIRECTOR RELATIONSHIP. In
the event Optionee shall cease to be a Director of the Company, the Option shall
expire at the earlier of the expiration of the Termination Date or the
following:
(i) Ninety days after Optionee ceases to be a member of the Board
due to any reason other than Retirement, death or Disability;
(ii) one year after Optionee's Retirement, determination of
Optionee's Disability or Optionee's death.
7. ADJUSTMENT TO OPTION SHARES. The number and/or class of Option
Shares shall be subject to adjustment as provided in Article 4.2 of the Plan.
8. AGREEMENT DOES NOT GRANT MEMBERSHIP RIGHTS. The grant of the
Option shall not be construed as giving Optionee the right to continued
membership on the Board, renomination by the Board or re-election by the
shareholders of the Company.
9. MISCELLANEOUS.
(a) NO RIGHTS AS SHAREHOLDER. Optionee shall have no rights to
dividends (other than the adjustment rights in Section 4.2 of the Plan) or other
rights of a shareholder with respect to Option Shares unless and until Optionee
has given the Notice and paid in full for such Option Shares.
(b) WITHHOLDING. Upon exercise of the Option, the Optionee shall pay
any federal, state or local withholding taxes attributable to any exercise of
the Option prior to issuance of such shares, as provided in the Plan.
(c) INCORPORATION OF PLAN. This Agreement is and shall be in all
respects subject to the terms and conditions of the Plan, a copy of which
Optionee acknowledges receiving prior to the execution hereof. The rights of
Optionee and the obligations of the Company hereunder are subject to compliance
with the terms and conditions of the Plan. Any decision made, or action taken,
by the Board arising out of or in connection with the interpretation and
administration of the Plan shall be final and conclusive.
(d) CAPTIONS. The captions and section headings used herein are for
convenience only, shal10 l not be deemed part of this Agreement and shall not in
any way restrict or modify the context and substance of any section or paragraph
of this Agreement.
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(e) GOVERNING LAW; CONSTRUCTION. This Agreement shall be governed
by, and construed in accordance with, the laws of the Commonwealth of Kentucky.
(f) DEFINED TERMS. All defined terms used herein which are defined
in the Plan, shall have the meanings set forth in the Plan, unless a different
meaning is plainly required by the context.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
RES-CARE, INC.
(the "Company")
__________________________________________
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President and Chief Executive Officer
____________________
("Optionee")
____________________
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EXHIBIT "A"
Res-Care, Inc.
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: Exercise of Incentive Stock Option
Pursuant to the 2000 Nonemployee Directors Stock Ownership Incentive Plan
of Res-Care, Inc. (the "Company"), and the Stock Option Agreement dated
___________________ between the Company and the undersigned, the undersigned
hereby elects to exercise the option granted thereunder to purchase an aggregate
of __________ shares of Common Stock of the Company (the "Option Shares"). As
payment of the exercise price for the Option Shares, enclosed herewith is a
check payable to Res-Care, Inc. in the amount of $______________. I understand
the holding periods that apply to a disposition of this stock and that I must
notify the Company if i dispose of this stock in a "Disqualifying Disposition"
as described in the Summary Description of the Incentive Plan.
_______________________________
