EXECUTION VERSION EMPLOYMENT AND NON-COMPETITION AGREEMENT This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this Agreement ) is effective as of

EMPLOYMENT AND NON-COMPETITION AGREEMENT

This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this Agreement ) is effective as of February 29, 2016 (the

Effective Date ), by and between Addus HealthCare, Inc., an Illinois corporation (the Company ), and R. Dirk Allison, an individual domiciled in the State of Texas (the Executive ).

WHEREAS, the Company, its parent and its subsidiaries (collectively, the Addus HealthCare Group ) provide 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 its President and Chief Executive Officer, and the parties hereto desire to

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

virtue of the Executive s employment by the Company pursuant to the terms hereof, the Executive will obtain and become familiar with certain valuable confidential and proprietary information relating to the Addus HealthCare Group, its customers

WHEREAS, the Company desires to protect the goodwill and all proprietary rights and information of the Addus

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto,

intending to be legally bound, agree as follows:

During the Employment Term, the Company will employ the

Executive as its President and Chief Executive Officer, a senior executive position that reports directly to the Board of Directors (the Board of Directors ) of Addus HomeCare Corporation ( Addus HomeCare ). The

Executive s principal duties and responsibilities shall be to oversee and direct the operations of the Addus HealthCare Group including the management, marketing and delivery of home care and adult day care services and the performance of such

other executive duties and responsibilities as may be assigned to him by the Board of Directors and are consistent with the Executive s position as President and Chief Executive Officer of the Company.

The Company will pay the Executive as follows during the

It is recognized that the Executive in the performance of his duties

hereunder will be required to expend sums for travel (e.g., airfare, automobile rental, etc.), 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. Such policies shall also be in effect for frequent travel by the Executive to the Company s Corporate Center which it is agreed shall be as needed and

commensurate with the Executive s duties and responsibilities during his employment hereunder; such time spent onsite at the Corporate Center may vary from time to time depending on the Executive s tenure and the results of the Company.

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:

(i) A material breach or omission by the Executive of any of his duties or obligations under this Agreement (except due to Disability, as

defined below) that the Executive shall fail to cure after receipt of written notice of such breach or omission from the Board of Directors, which notice shall designate a reasonable period of time, if curable at all, of not less than ten

(10) days within which the breach or omission must be cured to the satisfaction of the Board of Directors in order to prevent a termination for Reasonable Cause; provided, however, that the Executive shall only be permitted the

opportunity to cure such breaches or omissions a total of two times in any twelve (12)-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

(vi) The Executive shall commit acts constituting gross insubordination, such as, without

limitation, the intentional disregard of any reasonable directive of the Board of Directors; or

(vii) 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 Board of Directors, which notice shall designate a reasonable period of

time, if curable at all, of not less than ten (10) days within which the performance deficiency must be cured to the satisfaction of the Board of Directors, as applicable, in order to prevent a termination for reasonable cause; provided,

however, that the Executive shall only be permitted the opportunity to cure performance deficiencies a total of two times in any twelve (12)-month rolling period.

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, (iii) removal by the Company of the Executive as Chief Executive Officer or as a member of the Board, (iv) any

material 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 (v) a change in the Executive s direct

reporting duty to a person other than the Board of Directors.

(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, including vacation accrued pursuant to the Company s vacation policy, 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 disability insurance benefits described in Sections 5(e).

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.

(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, which shall be payable following the time the Company determines

the amount of bonuses payable to its executives following the end of the year in which termination occurs;

(iii) Any accrued but unpaid

benefits, including vacation accrued pursuant to the Company s vacation policy, under Section 5 hereof for any period prior to the effective date of termination;

(iv) Conditioned upon the Executive s strict compliance with the post-employment restrictions described in Section 9 below and

subject to applicable withholdings and deductions, severance pay in an amount equal to (A) the Executive s Base Cash Compensation (as defined below) for a period of twenty-four (24) months ( Base Severance Pay ), to

be paid in equal installments on the Company s regular pay dates over the twenty-four (24) month period following the date of the termination of the Executive s

For purposes of this Agreement, Base Cash Compensation shall mean the highest annual Base Salary in effect for the

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.

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

principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty

(50) 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 that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the

(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.

For purposes hereof, the term Restrictive Period means the period beginning on the date on which the Executive s

employment is terminated by the Company or the Executive for any reason and ending on the second anniversary of such date.

Notwithstanding the foregoing provisions, nothing herein shall prohibit the Executive from

owning one percent (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 hereto 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.

This Agreement supersedes and is in lieu of any and all other

employment arrangements between the Executive and the Company or its predecessor or any subsidiary and any and all such employment agreements and arrangements are hereby terminated and deemed of no further force or effect; provided, however, that

this Paragraph does not apply to any agreements or other documents that are currently in effect with regard to the Executive s position on the Board of Directors and his Incentive Equity Awards, including the Incentive Plan.

Neither this Agreement nor any rights or duties of the Executive

hereunder shall be assignable by the Executive and any such purported assignment by his shall be void. The Company may assign all or any of its rights hereunder in the event of a Change of Control; however, the Company agrees that this Agreement

shall be binding on the successors and/or assigns of the Company.

Unless specified in this Agreement, all notices and other

communications hereunder shall be in writing and shall be deemed given upon receipt or refusal thereof if delivered personally, sent by overnight courier service, mailed by registered or certified mail (return receipt requested), postage prepaid, or

emailed to the other party s email address on the Company s computer network. Notice to their party hereto, if mailed or sent by overnight courier service, shall be to the following addresses:

11113 Long Isles Lane

Lewisville, TX 73036

Addus HealthCare, Inc.

2300 Warrenville Road,