EMPLOYMENT AND NON-COMPETITION AGREEMENT This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this Agreement ) is made and effective as of

EMPLOYMENT AND NON-COMPETITION AGREEMENT

NON-COMPETITION AGREEMENT (this Agreement ) is made and effective as of November 29, 2010 (the Effective Date ), by and between Addus HealthCare, Inc., an Illinois corporation (the

Company ), and Dennis Meulemans, an individual domiciled in the State of Illinois (the Executive and, together with the Company, the Parties ).

WHEREAS, the Company, its parent, subsidiaries and affiliates (collectively, the Addus HealthCare Group )

provide home health staffing and home care services to individuals, county and state governments, health maintenance organizations, independent physician associations, insurance companies, facilities, other business purchasers of such services, and

to the general public at large.

WHEREAS, the Company desires to employ the Executive as Chief Financial Officer and

the Parties desire to enter this Agreement to secure the Executive s employment, all on the terms and conditions set forth herein.

WHEREAS, by virtue of the Executive s employment by the Company pursuant to the terms hereof, the Executive will obtain and become familiar with certain confidential and proprietary

information relating to the Addus HealthCare Group.

WHEREAS, the Company desired to protect the goodwill and all

proprietary rights and information of the Addus HealthCare Group.

NOW, THEREFORE, in consideration of the mutual

covenants and agreements set forth herein, the parties hereto, intending to be legally bound, agree as follows:

of Employment. The Company hereby employs the Executive, and the Executive hereby accepts employment by the Company, for the period commencing as of the Effective Date of this Agreement and ending on the fourth (4th) anniversary of the

Effective Date, or on such earlier date as provided pursuant to the terms and conditions of this Agreement (the Initial Employment Term ). At the end of the Initial Employment Term, this Agreement shall automatically renew for

successive one (1) year terms (each, as may be earlier terminated pursuant to the terms and conditions of this Agreement, an Additional Employment Term and, together with the Initial Employment Term, as may be earlier

terminated pursuant to the terms and conditions of this Agreement, the Employment Term ), unless the Company provides notice to the Executive of its intention not to renew this Agreement at least thirty (30) days prior to the

expiration of the Initial Employment Term or any Additional Employment Term. During the Employment Term, the Executive shall (i) devote substantially all of his professional time, loyalty and efforts to discharge his duties hereunder on a

timely basis; (ii) use his best efforts to loyally and diligently serve the business and affairs of the Addus HealthCare Group; and (iii) endeavor in all respects to promote, advance and further the Addus HealthCare Group s interests

2. Employment Duties. The Company will employ the Executive as its Chief Financial Officer. The

Executive s principal duties and responsibilities shall be those reflected in the employment description set forth on Exhibit A hereto.

3. Compensation. The Company will pay the Executive as follows during the

4. Expenses. It is recognized that the Executive in the performance of his duties hereunder may

be required to expend sums for travel, entertainment and lodging. During the Employment Term, the Company shall reimburse the Executive for reasonable business expenses incurred by him during the Employment Term in connection with the performance of

his duties hereunder conditioned upon and subject to the Company s established policies and procedures, including written receipt from the Executive of an itemized accounting in accordance with the Company s regular business expense

verification practices.

5. Benefits. During the Employment Term, the Executive shall be entitled to benefits

under such plans, programs or arrangements as the Board of Directors may establish or maintain

from time to time for similarly-situated employees, and in accordance with its policies, which may change at the sole discretion of the Board of Directors. Benefits as of the Effective Date are:

6. Termination by Company.

(i) A material breach or omission by the Executive of any of his duties or obligations under

this Agreement (except due to Disability) which Executive shall fail to cure after receipt of written notice of such breach or omission from the Company s President and Chief Executive Officer (the CEO ) or Board of Directors,

which notice shall designate the period of time within which the breach or omission must be cured to the satisfaction of the CEO or the Board of Directors, as applicable, in order to prevent a termination for reasonable cause; provided,

however, that Executive shall only be permitted the opportunity to cure such breaches or omissions a total of two times in any twelve-month rolling period;

(ii) The Executive shall willfully engage in any action that materially damages, or that may reasonably be expected to materially damage, the Addus HealthCare Group or the business or goodwill thereof;

(iii) The Executive shall breach his fiduciary duty to the Addus HealthCare Group;

(iv) The Executive shall commit any act involving fraud, the misuse or misappropriation of money or other property of the Addus

HealthCare Group, a felony, habitual use of drugs or other intoxicants or chronic absenteeism;

(v) Gross negligence or

willful misconduct by the Executive;

(vi) The Executive shall commit acts constituting gross insubordination, such as,

without limitation, the intentional disregard of any reasonable directive of the CEO or the Board of Directors; or

Executive shall fail to perform any material duty in a timely and effective manner and shall fail to cure any such performance deficiency after receipt of written notice of the deficiency from the CEO or Board of Directors, which notice shall

designate the period of time within which the performance deficiency must be cured to the satisfaction of the CEO or the Board of Directors, as applicable, in order to prevent a termination for reasonable cause; provided, however, that

Executive shall only be permitted the opportunity to cure performance deficiencies a total of two times in any twelve-month rolling period.

Termination by the Executive. The Executive may terminate his employment with the Company (a) for Good Reason (as defined below) or (b) without Good Reason, in each case, upon not less than thirty (30) days prior written

notice to the Company; provided, however, that after the receipt of such notice, the Company may, in its discretion accelerate the effective date of such termination at any time by written notice to the Executive. Termination of the

Executive s employment by the Executive shall terminate the Employment Term, but shall not affect the Executive s obligations under Section 9 hereof, which obligations shall remain in effect for the period therein provided. As used

herein, Good Reason means (i) any reduction in the Executive s Base Salary, (ii) any willful breach by the Company of any material term of this Agreement, other than a breach which is remedied by the Company within

10 days after receipt of written notice given by the Executive or (iii) the Company s provision of written notice to the Executive of its intention not to renew this Agreement prior to the expiration of the Initial Employment Term or any

Additional Employment Term; provided, that any termination of employment for Good Reason pursuant to this clause (iii) shall be effective after the expiration of the Initial Employment Term or any Additional Employment Term, as

8. Rights and Obligations Upon Termination.

(i) Any unpaid Base Salary under

Section 3(a) hereof for any period prior to the effective date of termination;

(ii) Any accrued but unpaid benefits

under Section 5 hereof for any period prior to the effective date of termination; and

(iii) In the case of termination

pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable.

(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;

(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company s then-effective bonus plan had his employment

not been terminated;

(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective

date of termination;

(iv) Conditioned upon Executive s strict compliance with the post-employment

restrictions described in Section 9 below and subject to applicable withholdings and deductions and early termination upon the Executive s employment with a new employer, severance pay ( Severance Pay ) in the total amount

equal to (A) one-half ( 1/2) of the

Executive s Annual Cash Compensation (as defined below) to be paid in equal installments on the Company s regular pay dates for six (6) months following termination of the Executive s employment (subject to applicable

withholdings and deductions and early termination upon the Executive s employment with a new employer), plus continuation of all benefits at the level then offered to and enrolled in by the Executive, until the earlier of (x) six

(6) months following the termination of the Executive s employment or (y) the date that the Executive is eligible to receive coverage and benefits from a new employer; provided, however, that (A) if the Executive remains

continuously employed by the Company through the date that is twelve (12) months from the Effective Date, the Severance Pay shall be automatically increased from one-half ( 1/2) of the Executive s Annual Cash Compensation to

three-quarters ( 3/4) of the Executive s

Annual Cash Compensation, to be paid in equal installments on the Company s regular pay dates (subject to applicable withholdings and deductions and early termination upon the Executive s employment with a new employer) for twelve

(12) months following termination of the Executive s employment plus continuation of all benefits for the number of months of Severance Pay to which Executive has become entitled; and (B) for every twelve-month period the Executive

remains continuously employed by the Company thereafter, the Executive shall receive one (1) additional month of severance (i.e., an additional one-twelfth ( 1/12) of the Executive s Annual Cash Compensation) up to a

total of twelve (12) total months of severance (i.e., up to an amount not to exceed one (1) year of the Executive s Annual Cash Compensation), to be paid in equal installments over the number of months of Severance Pay to which

Executive has become entitled on the Company s regular pay dates (subject to applicable withholdings and deductions and early termination upon the Executive s employment with a new employer) plus continuation of all benefits for the

number of months of Severance Pay to which Executive has become entitled; for purposes of this Agreement, Annual Cash Compensation shall mean the sum of (a) the highest

annual Base Salary in effect for the Executive and (b) the greater of (i) the Executive s bonus for the most recently-completed year, if any, or (ii) the annualized amount of the Executive s target bonus for the then current

year; provided, however, neither clause (i) nor (ii) shall exceed fifty percent (50%) of the Executive s current annual Base Salary; and

(v) utilization of an executive-level outplacement service through the end of the period during which Severance Pay is payable hereunder with a vendor selected by the Company, at the Company s

expense, up to a maximum of $10,000.

(i) Any unpaid Base Salary under Section 3(a) for any period prior to the effective date of termination; and

(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination.

Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.

9. Covenants of the Executive.

(i) Engage in, assist or have any interest in, as principal,

consultant, advisor, agent, financier or employee, any business entity which is, or which is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of thirty (30) miles

from any Addus HealthCare Group branch office; or

(ii) Solicit or accept any business (or help any other person solicit or

accept any business) from any person or entity which on the Effective Date is a customer of the Addus HealthCare Group or which during the Employment Term becomes a customer of the Addus HealthCare Group.

For purposes hereof, the term Business means the business of providing

home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be

performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company. Furthermore, during the Restrictive Period, the Executive shall not

directly or indirectly, (A) induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus

HealthCare Group and any employee thereof, or (B) induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare

Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. Notwithstanding the foregoing

provisions, nothing herein shall prohibit the Executive from owning 1% or less of any securities of a competitor, if such securities are listed on a nationally recognized securities exchange or traded over-the-counter. If, at the time of enforcement

of this Section 9(b), a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum period, scope or geographic area reasonable under such circumstances shall be

substituted for the stated period, scope or area determined to be reasonable under the circumstances by such court.