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Exhibit 10.5
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Employment Agreement") is made and entered
into this 10th day of July, 1997, between RES-CARE, INC., a Kentucky corporation
(the "Company"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇ SPANIAC (the "Employee").
RECITALS:
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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
WHEREAS, the Company and the Employee have reached agreement on the
terms and conditions under which Employee will perform services for the Company.
AGREEMENT:
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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 on August 15, 1997, and ending on August
14, 2000, 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 (August 15
through August 14 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
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subject to the supervision and control of the President and Chief
Executive Officer of the Company (the "President") and the Board of Directors of
the Company (the "Board"), be responsible for oversight and supervision of the
following departments of the Company: Corporate Accounting and Division for
Youth Services Accounting, Division for Persons with Disabilities Accounting,
Human Resources, Reimbursement, Information Technology and Taxation. The
Employee shall also perform such additional duties as may be prescribed from
time to time by the President or the Board, including, without limitation,
serving as an officer of one or more subsidiaries or affiliates of the Company,
if elected to such positions, without any further salary or other compensation.
(b) TIME AND EFFORT. The Employee shall devote all of her 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 her personal assets in such form or manner as will not require her
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 her to continue to maintain her current level of participation in various
civic and charitable activities.
3. COMPENSATION.
(a) BASE SALARY. The Company shall pay to the Employee during the
Term a fixed, annual salary (the "Base Salary"), which initially shall be
$150,000. 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 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 July immediately preceding the date on which the adjustment is to be
made over that established for the month of July 1997. If the Bureau of Labor
Statistics suspends or terminates its publication of the CPI, the parties agree
that a reasonably comparable price index shall be substituted for the CPI.
(b) ANNUAL BONUS PLAN. The Employee shall participate with the other
executive officers of the Company in the Annual Bonus Plan established by the
Board, and in connection therewith shall be eligible for an annual bonus of up
to twenty-five percent (25%) of her Base Salary (as adjusted by the CPI for the
year of the Term for which the bonus is determined and prorated to reflect the
difference between the annual periods of this Agreement and the calendar year
basis of the Annual Bonus Plan), in accordance with and based upon the mutually
agreeable performance goals established for the Employee by the President and
the Employee and as such Annual Bonus Plan shall be modified by the Board from
time to time.
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(c) PARTICIPATION IN BENEFIT, INSURANCE, VACATION AND SICK LEAVE
PLANS. Employee shall be entitled to participate in the standard Company benefit
package which is to be implemented generally as reflected in Company's Flex-Care
Employee guide currently in effect, as modified by the Company from time to
time, subject to any eligibility, coverage, qualification or other limitations
or restrictions applicable to such benefits. Employee acknowledges that the
Company is in the process of modifying its Flex-Care Plan. During the Initial
Term and each Additional Term, Employee will be entitled to three (3) weeks of
vacation, which vacation may be utilized as earned. Employee will accrue ten
(10) days of sick leave for each year of employment. The Employer reserves the
right to amend or modify in their entirety or any of the above-mentioned fringe
benefit programs.
(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 the first day of the Initial Term (August 15, 1997),
Employee shall be granted options to purchase 25,000 shares of Company common
stock, which options shall vest and be exercisable on August 15, 1998 if
Employee is then employed hereunder. Provided Employee continues to be employed
hereunder, on August 15, 1998, Employee shall be granted options to purchase
50,000 shares of Company common stock, and provided Employee continues to be
employed hereunder, 25,000 of such options shall vest and be exercisable on
August 15, 1999 and the remaining 25,000 of such options shall vest and be
exercisable on August 15, 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
such options shall be equitably adjusted for stock splits, stock dividends,
recapitalizations and the like occurring after the date hereof.
(e) PARTICIPATION IN RETIREMENT AND PROFIT SHARING PLANS. Employee
shall be eligible to participate in any retirement and/or profit sharing plans
applicable to the Company's managerial employees, as modified by the Company
from time to time, subject to customary vesting and waiting periods.
(f) MOVING EXPENSES. Employee will promptly move her residence from
the Denver, Colorado area to the Louisville, Kentucky metropolitan area.
Employee will be reimbursed by the Company for her reasonable and necessary
expenses in connection with the relocation of her residence pursuant to the
Company's standard relocation policy except that (i) the $5,000 cap on expense
reimbursement in such policy shall be waived by the Company, (ii) Employee shall
be reimbursed by the Company for up to two (2) "house-hunting" trips (the first
of which trip is scheduled for the period July 16-20, 1997) and (iii) Employee
shall be reimbursed for her cost of temporary housing in Louisville, Kentucky
for a reasonable period to be mutually agreed upon by Employee and the Company.
The Company shall also pay the customary closing costs of Employee in connection
with the sale of the Employee's existing residence in Denver, Colorado (the
"Existing Residence"), which closing costs shall consist of any reasonable and
customary title examination and/or survey expenses, sellers' agent's commission,
and escrow and
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document preparation fees. The Company shall also pay the customary closing
costs of Employee in connection with her purchase of a new residence in the
Louisville, Kentucky metropolitan area, which closing costs shall consist of any
reasonable and customary title examination and/or survey expenses and escrow and
document preparation fees, but shall specifically exclude any amount for
"points" or similar fees or costs. The Company shall also reimburse Employee for
the actual federal, Kentucky and local income taxes paid by Employee on the
amounts paid by the Company to Employee pursuant to this paragraph (f), which
amount shall be computed after taking into account all available exclusions,
exemptions and deductions under applicable law.
(g) OUT-OF-POCKET EXPENSES. The Company shall promptly pay the
ordinary, necessary and reasonable expenses incurred by Employee in the
performance of Employee's duties hereunder (or if such expenses are paid
directly by Employee shall promptly reimburse her for such payment), consistent
with the reimbursement policies adopted by the Board from time-to-time.
Provided, however, such payment or reimbursement shall be subject to prior
written approval by the President.
(h) WITHHOLDING OF TAXES; INCOME TAX TREATMENT. If, upon the payment
of any compensation or benefit to the Employee under this Employment Agreement,
the Company deter mines 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 she will treat all of the amounts payable pursuant to
this Employment Agreement as compensation for income tax purposes.
(i) TRANSITIONAL SERVICES FOR FORMER EMPLOYER. During the period
August 15, 1997 through November 15, 1997, Employee may, on a basis which is
mutually agreeable to Employee and the Company, perform certain services for her
former employer to assist in the transition of her successor at such employer
and other specific projects.
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
her death.
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(b) DISABILITY. If, as a result of the Employee's incapacity due to
physical or mental illness, the Employee shall have been absent from her duties
hereunder on a full-time basis for 180 consecutive calendar days, and within
thirty (30) days after written Notice of Termination is given (which may occur
no earlier than thirty (30) days before, but at any time after, the end of such
180-day period), the Employee shall not have returned to the performance of her
duties hereunder on a full-time basis, the Company may terminate the Employee's
employment hereunder.
(c) CAUSE. The Company may terminate the Employee's employment
hereunder for Cause. 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 her 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. By appropriate action of the Board, the Company
shall have the right to terminate the Employee's employment under this
Employment Agreement at any time without Cause (as defined in Subsection 4(c)).
(e) VOLUNTARY TERMINATION. By not less than thirty (30) days prior
written notice to the President, Employee may voluntarily terminate her
employment hereunder.
(f) NOTICE OF TERMINATION. Any termination during the term of this
Employment Agreement of the Employee's employment hereunder (other than
termination pursuant to Section 4(a) above) shall be communicated by written
Notice of Termination to the Employee hereto (except in the case of termination
as described in Section 4(e) above written Notice of Termination shall be
delivered by the Employee). For purposes of this Employment Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific
termination provision in this Employment Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Employee's employment under the provision so
indicated.
(g) DATE OF TERMINATION. The "Date of Termination" for purposes of
this Employment Agreement, mean: (i) if the Employee's employment is terminated
by her death, the date of her 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 her 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
Employer without Cause, pursuant to Section 4(d) above, thirty (30) days after
Notice of Termination is given, (v) if the Employee's employment is terminated
voluntarily pursuant to Section 4(e) above, the date specified in the Notice of
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Termination, 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.
5. COMPENSATION UPON TERMINATION OR DURING DISABILITY.
(a) DEATH. If the Employee's employment shall be terminated by
reason of her death, the Employee shall continue to receive her full Base Salary
until the date of her death and a Cash Bonus, prorated based upon the number of
full months that have elapsed from the immediately preceding August 1 until the
date of her death (plus any earned but unpaid Cash Bonus for a prior period).
(b) DISABILITY. During any period that the Employee fails to perform
her duties hereunder as a result of incapacity due to physical or mental
illness, the Employee shall continue to receive her full Base Salary until the
Date of Termination and shall be entitled to receive a Cash Bonus, prorated
based upon the number of full months that have elapsed from the immediately
preceding August 1 until the Date of Termination (plus any earned but unpaid
Cash Bonus for a prior period). Upon termination due to death prior to a
termination as specified in the preceding sentence, Section 5(a) above shall
apply.
(c) CAUSE. If the Employee's employment shall be terminated for
Cause, the Company through the Date of Termination, continue to pay the Employee
her full Base Salary but the Employee shall not be entitled to receive a Cash
Bonus (other than any earned but unpaid Cash Bonus for a prior period), and
shall not be eligible for any severance payment of any nature.
(d) WITHOUT CAUSE. If the Employee's employment shall be terminated
without Cause, and such Notice of Termination shall have been given after a
Change of Control (as defined below) shall be applicable to the Company, the
Employee shall continue to receive her full Base Salary until the Date of
Termination and for one (1) year after the Date of Termination. In all other
cases in which the Employee's employment shall be terminated without Cause, the
Employee shall continue to receive her full Base Salary until the Date of
Termination and for six (6) months after the Date of Termination. In all cases
in which Employee's employment shall be terminated without Cause, the Employee
shall also be entitled to receive a Cash Bonus, prorated based upon the number
of full months that have elapsed from the immediately preceding August 1 until
the Date of Termina tion (plus any earned but unpaid Cash Bonus for a prior
period). A "Change of Control" shall be applicable to the Company --
(i) if any person shall acquire more than fifty
percent (50%) of the common capital stock of the Company through a
tender offer, exchange offer or otherwise;
(ii) if the Company shall be a party to a binding
agreement to any merger, consolidation or reorganization in which any
person who on the date hereof does not own more than ten percent (10%)
of the issued and outstanding common capital stock
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of the Company acquires, beneficially or of record, more than fifty
percent (50%) of such stock; or
(iii) there shall be a sale of all or substantially
all of the assets of the Company.
(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 Company through the Date of Termination,
continue to pay the Employee her full Base Salary and the Company shall pay the
Employee her Cash Bonus for the last year of the Term.
(f) VOLUNTARY TERMINATION. If the Employee's employment shall be
terminated pursuant to Section 4(e) hereof, the Company through the Date of
Termination, continue to pay the Employee her full Base Salary but the Employee
shall not be entitled to receive a Cash Bonus (other than any earned but unpaid
Cash Bonus for a period), 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 any 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 benefits required to be continued under applicable law.
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 2 hereof), Employee shall promptly return to the
Company any Confidential Information (as defined in Section 7(c)(ii) hereof) and
whether or not constituting Confidential Information, any technical data,
performance information and reports, sales or marketing plans, documents or
other records, rolodexes, 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(c)(iii) hereof) of the Company. Employee hereby
acknowledges that any and all of such documents, items, physical representations
and information area and shall remain at all times the exclusive property of the
Company.
7. RESTRICTIVE COVENANTS.
(a) ACKNOWLEDGMENTS. Employee acknowledges that (i) her services
hereunder are of a special, unique and extraordinary character and that her
position with the Company will place her in a position of confidence and trust
with the operations of the Company, its subsidiaries and affiliates
(collectively, the "Res-Care Companies") and will allow her access to
Confidential Information, (ii) the Company has provided Employee with a unique
opportunity as its 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
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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)(i) 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 COVENANT. Having acknowledged the
foregoing, Employee covenants that without limitation as to time, she will not
directly or indirectly disclose or use or otherwise exploit for her own benefit,
or the benefit of any other person, except as may be necessary in the
performance of her duties hereunder, any Confidential Information.
(c) COVENANTS. Having acknowledged the statements in Section
7(a) hereof, Employee covenants and agrees with the Res-Care Companies that she
will not, directly or indirectly, from the date hereof until the Date of
Termination of Employee's employment hereunder, and for a period of one (1) year
thereafter, directly or indirectly (i) 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, in competition within the Territory with the Business of the Res-
Care Companies.
(d) DEFINITIONS. For purposes of this Employment Agreement:
(i) For purposes of this Section 7, "termination of
Employee's employ ment" shall include any termination pursuant to
paragraphs (b), (c), (d) and (e) of Section 5 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
2 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 and Puerto Rico.
(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
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Companies as proprietary and confidential, Confidential Information
shall include the following information regarding any of the Res-Care
Companies:
(1) any patent, patent application, copyright,
trademark, trade name, service ▇▇▇▇,
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 or entity
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 juvenile 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.
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(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 her 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, 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.
8. ENTIRE AGREEMENT; MODIFICATION; WAIVER. This Employment Agreement
constitutes the entire agreement between the parties pertaining to the subject
matter contained in it 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 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 repre sentatives, 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 her.
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):
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TO THE COMPANY:
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Res-Care, Inc.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
President and Chief Executive Officer
TO THE EMPLOYEE:
----------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ Spaniac
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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. 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.
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.
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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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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President and Chief Executive Officer
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▇▇▇▇▇▇ ▇▇▇▇▇▇ Spaniac
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