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

EMPLOYMENT AND NON-COMPETITION AGREEMENT

EMPLOYMENT AND NON-COMPETITION AGREEMENT (this Agreement ) is made and effective as of July 25, 2011 (the Effective Date ), by and between Addus HealthCare, Inc., an Illinois corporation (the

Company ), and Gregory Breemes, an individual domiciled in the State of Alabama (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 Vice President of Home Health 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 privy to certain valuable confidential and proprietary information relating to the Addus HealthCare Group, its customers and employees.

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 either party provides notice to the other of its or his 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 Vice President of Home Health. 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 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;

(vii) The Executive shall fail to

relocate to the Chicago, Illinois metropolitan area by December 31, 2011; or

(viii) The 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

the opportunity to cure performance deficiencies a total of two times in any twelve-month rolling period.

7. 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 upon 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 not become effective until following expiration of the Initial Employment Term or

any Additional Employment Term, as applicable.

8. Rights and Obligations Upon Termination.

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 commencement of employment with a new employer (written notice of which shall be promptly provided by Executive to the

Company), severance pay ( Severance Pay ) in an amount equal to (A) one-quarter (1/4) of the Executive s Annual Cash Compensation (as defined below) to be paid in equal installments on the Company s regular pay

dates over the three (3) month period following termination of the Executive s employment, plus continuation of all benefits at the level then offered to and enrolled in by the Executive, until the earlier of (x) three (3) 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 (B) 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-quarter (1/4) of the Executive s Annual Cash Compensation to one-half

(1/2) of the Executive s Annual Cash Compensation, to be paid in equal installments on the Company s regular pay dates over the six (6) month period following termination of the Executive s employment, 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; and, further provided that, (C) for every additional twelve-month period the Executive remains continuously employed by the Company thereafter, the Executive shall receive one

(1) additional month of Severance Pay (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 on the Company s regular pay dates over the number of months of Severance Pay to which Executive has become entitled, plus continuation of all benefits at the level then offered to and enrolled in by the Executive, until the

earlier of (x) the number of months of Severance Pay to which Executive has become entitled or (y) the date that the Executive is eligible to receive coverage and benefits from a new employer.

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.

(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

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;

(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;

(iii) 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,

(iv) 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.

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.