SHAREHOLDERS VOTING AGREEMENT
This Shareholders Voting Agreement, dated as of June 23, 2004, is made by and between Ronald G. Geary, of
Louisville, Kentucky ("Geary") and Onex Partners LP, a Delaware limited partnership ("Onex").
- PRELIMINARY STATEMENTS -
As of the date hereof, Geary is the legal and/or beneficial owner of 774,073 shares of common stock of Res-
Care, Inc. (the "Company"), a Kentucky corporation, and options to purchase 601,702 shares of Company
common stock (the "Options").
Onex, along with other affiliated entities (the "Purchasers"), is entering into a Preferred Stock Purchase
Agreement with the Company dated March 10, 2004, under which the Purchasers will purchase and the
Company will sell 48,905 shares of Series A convertible preferred stock of the Company, subject to the terms of
such Preferred Stock Purchase Agreement.
Concurrently, the Purchasers are entering into a Stock Purchase Agreement dated March 10, 2004 (the
"Shareholder Stock Purchase Agreement") with Geary wherein the Purchasers will purchase and Geary will sell
300,000 shares of common stock of the Company of which he is the legal and beneficial owner, subject to the
terms of such Shareholder Stock Purchase Agreement.
As a condition to entering into the Preferred Stock Purchase Agreement as well as the Stock Purchase
Agreement, Onex is requiring that Geary enter into this Shareholders Voting Agreement which shall provide
Onex: (i) the right to vote the Shares (as hereinafter defined) in all matters regarding the composition of the Board
of Directors of the Company, and (ii) the first right to purchase any and all of the Shares that Geary desires to sell
during the term of this Agreement.
NOW THEREFORE, in consideration of the premises, and for good and valuable consideration, the parties
agree as follows:
-- AGREEMENT --
1. Voting. Geary hereby grants Onex, or its authorized representative, and its successors and assigns, the sole
legal right to vote the Shares (including any pledg