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EXHIBIT 10.17
RES-CARE, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
THIS STOCK
OPTION AGREEMENT (this "Agreement") is made and entered into as
of this 1st day of July, _____, by and
between RES-CARE, INC., a Kentucky
corporation (the "Company") and
______________, a non-employee director of the
Company ("Optionee").
RECITALS:
WHEREAS,
the Res-Care, Inc. 2000 Non-Employee Directors Stock Ownership
Incentive Plan (the "Plan") for certain
non-employee directors of the Company
(`Director or Directors") was adopted July
21, 2000;
WHEREAS,
pursuant to the Plan, Optionee is granted an option to purchase
shares of the common stock, no par value
("Common Stock"), of the Company under
the terms and conditions of the Plan;
NOW,
THEREFORE, in consideration of the premises, mutual covenants
and
other good and valuable consideration, the
Company and Optionee agree as
follows:
1. GRANT
OF THE OPTION; EXERCISE PRICE. The Company hereby grants to
Optionee, as a matter of separate
inducement and agreement in connection with
Optionee's service as a Director of the
Company, and not in lieu of any other
compensation for Optionee's services, the
right and option to purchase (the
"Option") all or any part of an aggregate
of 4,500 shares of Common Stock
("Option Shares") on the terms and
conditions set forth herein and in the Plan,
subject to adjustment as provided in
Section 7, at a purchase price of $____ per
share (the "Option Exercise Price").
Company and Optionee consider the Option
Price to be not less than Fair Market Value
(as defined in the Plan) of the
Common Stock on the date hereof, the date
on which the Option was granted to
Optionee ("Option Date").
2.
EXERCISE OF THE OPTION. The Option may be exercised at any time,
and
from time to time, during a five-year
period commencing July 1, ______, to and
including July 1, ______ (the "Termination
Date"), on a cumulative basis, in
accordance with the following Schedule;
provided, however, that the Optionee
continues to serve as a Director of the
Company as of such dates:
<TABLE>
<CAPTION>
Date on and After Which % of Total Option
Shares
Option is Exercised
Which May Be Purchased
-----------------------
------------------------
<S>
<C>
July 1, ____
25%
July 1, ____
50%
July 1, ____
75%
July 1, ____
100%
</TABLE>
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If Optionee ceases to be a Director of the
Company as defined in the Plan for
any reason, Optionee shall have no rights
with respect to that portion of the
Option which is not then exercisable
pursuant to the Schedule and Optionee shall
automatically forfeit that portion of the
Option that is not then exercisable.
3. PARTIAL
EXERCISE. Subject to the limitations expressed herein, the
Option may be exercised with respect to all
or a part of the Option Shares that
are currently exercisable; provided,
however, that no partial exercise of the
Option shall result in the issuance of
fractional Option Shares.
4.
CONDITIONS TO EXERCISE OF THE OPTION.
(a) EXERCISE OF THE OPTION. Subject to the provisions of Section
3,
Optionee may exercise the Option by
delivering written notice ("Notice") of
exercise in substantially the form of
Exhibit A or an equivalent to the
Secretary of the Company at the Company's
principal executive office specifying
the number of Option Shares to be
purchased, accompanied by payment in full of
the Exercise Price in accordance with
Section 4(b).
(b) PAYMENT OF EXERCISE PRICE. The Company shall accept as payment
for
the Exercise Price either 1) cash, or 2) a
check payable to the order of the
Company in the amount of the Exercise Price
multiplied by the number of shares
for which the Option is being exercised, or
3) any other form of payment
established under the Plan.
(c) DELIVERY OF SHARES ON EXERCISE. As soon as practicable
after
receipt of the Notice and payment of the
Exercise Price, t
