<PAGE>
EXHIBIT 10.16
RES-CARE, INC.
STOCK OPTION AGREEMENT
This
INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made and
entered into as of this ___ day of ____,
_____, by and between RES-CARE, INC., a
Kentucky corporation (the "Company") and
________, an employee of the Company
("Optionee").
RECITALS:
WHEREAS,
the Res-Care, Inc. 2000 Stock Option and Incentive Compensation
Plan (the "Plan") for certain officers and
employees of the Company was adopted
on July 21, 2000, and amended and restated
on September 28, 2000.
WHEREAS,
the Board of Directors (the "Board") and the Executive
Compensation Committee (the "Committee")
has determined that it is in the best
interest of the Company and appropriate to
the stated purposes of the Plan that
the Company grant to the Optionee an option
to purchase shares of the Company's
common stock ("Shares") pursuant and
subject to the terms, definitions, and
conditions of the Plan.
NOW,
THEREFORE, in consideration of the premises and mutual
covenants
hereinafter set forth and other good and
valuable consideration, the Company and
Optionee agree as follows:
1. INCORPORATION
OF PLAN. This Agreement is and shall be in all respects
subject to the terms and conditions of the
Plan, a copy of which Optionee
acknowledges receiving at the time of the
execution hereof. The rights of
Optionee and the obligations of the Company
hereunder are subject to the terms
and conditions of the Plan, including,
without limitation, those dealing with
the payment of federal, state and local
taxes upon the exercise, in whole or in
part, of the Option. Any decision made, or
action taken, by the Board or the
Committee of the Company arising out of or
in connection with the interpretation
and administration of the Plan shall be
final and conclusive. All defined terms
used herein which are defined in the Plan,
shall have the meanings set forth in
the Plan, unless a different meaning is
plainly required by the context.
2. GRANT
OF THE OPTION; EXERCISE PRICE. The Company hereby grants to
Optionee, subject to the terms and
conditions of the Plan and of this Agreement,
as a matter of separate inducement and
agreement in connection with Optionee's
employment by the Company the right and
option to purchase (the "Option") all or
any part of an aggregate of _____ shares of
Common Stock ("Option Shares")
subject to adjustment as provided in the
Plan, at a purchase price of $______
per share (the "Exercise Price"). The
Options are designated as Incentive Stock
Options except to the extent that they do
not qualify under Section 422 of the
Code.
3.
EXERCISE OF THE OPTION. The Option may be exercised at any time,
and
from time to time, during a five-year
period commencing _________ to and
including ________________, ("Termination
Date") on a cumulative basis in
accordance with the following schedule;
provided, however that the Optionee
continues to be employed by the Company as
of such dates:
<PAGE>
<TABLE>
<CAPTION>
Date On And After Which % Of Total Shares
Which
Option May Be Exercised May
be Purchased
-----------------------
-----------------------
<S>
<C>
________________
25%
________________
25%
________________
25%
________________
25%
</TABLE>
(a) CHANGE OF CONTROL. Notwithstanding any provisions limiting
exercisability in whole or in part, and
unless the Board of Directors shall have
otherwise determined (within the limits
specified in the last sentence of this
paragraph) to revoke or to limit, in its
sole and conclusive discretion, the
acceleration provided for herein, in the
event of a Change of Control, as
defined in the Plan, all Options granted
under this Agreement, which have not
yet vested and have not b
