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 PAMELA MANDEL
SPANIAC (the "Employee").
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;
WHEREAS, the Company and the Employee have reached agreement on the terms and conditions under which
Employee will perform services for the Company.
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.
(a) EMPLOYMENT AS EXECUTIVE VICE PRESIDENT OF FINANCE AND
ADMINISTRATION/CHIEF FINANCIAL OFFICER. During the T