2005 OMNIBUS INCENTIVE COMPENSATION PLAN
(as amended effective June 27, 2008)
Res-Care, Inc. hereby establishes an omnibus incentive compensation plan for the benefit of its
employees and directors, as set forth below.
Section 1 — PURPOSE
The Company adopts this compensation program for certain key employees and directors to (a) increase the
profitability and growth of the Company, (b) provide competitive compensation, (c) attract and retain exceptional
personnel and encourage excellence in the performance of individual responsibilities, and (d) motivate key
employees and directors to contribute to the Company’s success.
Section 2 — DEFINITIONS
For purposes of the Plan, the following terms shall have the meanings below unless the context clearly indicates
2.1 “ Award ” means an Incentive Stock Option, a Nonqualified Stock Option, a Stock
Appreciation Right, a Restricted Stock Award, Restricted Stock Unit, Cash Dividend Right, Dividend Unit Right,
Other Incentive Award or a Performance Award granted under the Plan.
2.2 “ Award Agreement ” shall mean a certificate of grant or, if there are promises required of
the recipient of an Award, a written agreement, in such form as the Committee prescribes from time to time,
setting forth the terms and conditions of an Award.
2.3 “ Board ” means the Board of Directors of the Company.
2.4 “ Cash Dividend Right ” means a contingent right, granted in tandem with a specific
Restricted Stock Unit Award, to receive an amount in cash equal to the cash distributions made by the Company
with respect to a share of Stock during the period such Award is outstanding.
2.5 “ Change of Control ” means (i) an event or series of events which have the effect of any
“person” as such term is used in Section 13(d) and 14(d) of th