|
<PAGE>
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>
<PAGE>
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 Pri
| 
