AMENDED AND RESTATED RES-CARE, INC.
2000 NON-EMPLOYEE DIRECTORS STOCK OWNERSHIP INCENTIVE PLAN
(amended as of June 23, 2004)
ARTICLE 1. PURPOSE.
The purpose of this 2000 Non-Employee Directors Stock Ownership Incentive Plan ("Plan") is to advance the
interests of Res-Care, Inc., a Kentucky corporation ("Company"), and its subsidiaries, by providing non-
employee directors of the Company with an ownership interest in the Company. The Plan is also intended to
enhance the Company's ability to attract and retain persons of outstanding ability to serve as directors of the
ARTICLE 2. DEFINITIONS AND CONSTRUCTION.
2.1 Definitions. As used in the Plan, the terms defined parenthetically, immediately after their use shall have the
respective meanings provided by such definitions, and the terms set forth below shall have the following meanings
(in either case, such meanings shall apply equally to both the singular and plural forms of the terms defined):
(a) "Award" shall mean a grant of Options under Section 5 of the Plan.
(b) "Award Date" shall mean the first business day of July of each calendar year that the Plan is in effect.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "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 the Exchange Act, other than any trustee or other fiduciary holding
securities of the Company under any employee benefit plan of the Company, becoming the "beneficial owner" as
defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company representing
30% or more of the combined voting power of the Company's then outstanding capital stock; (ii) any merger,
consolidation, share exchange, recapitalization or other transaction in which any person becomes the beneficial
owner of securities of the Company representing 30% or more of the combined voting power of the Company's
then outstanding capital st