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 January 19, 2011 (the Effective Date ), by and between Addus HealthCare, Inc., an Illinois corporation (the Company ),

and Daniel Schwartz, an individual domiciled in the State of Maryland (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 Operating 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:

1. Term 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 in all matters.

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

Operating 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 Employment Term:

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

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;

Executive shall fail to relocate to the Chicago, Illinois metropolitan area within six months of the date hereof; or

The Executive shall fail to comply with any material directive of the CEO or the Board of Directors 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 material reduction to the Executive s employment duties and responsibilities inconsistent with those described in the last

paragraph of Exhibit A, (iii) 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

(iv) 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 applicable.

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;

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

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.

(i) The Executive will promptly disclose in writing to the Company each improvement, discovery, idea, invention, and each proposed publication of any kind whatsoever, relating to the Business made or

conceived by the Executive either alone or in conjunction with others while employed hereunder if such improvement, discovery, idea, invention or publication results from or was suggested by such employment (whether or not patentable and whether or

not made or conceived at the request of or upon the suggestion of the Company, and whether or not during his usual hours of work, whether in or about the premises of the Addus HealthCare Group and whether prior or subsequent to the execution