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 May 10, 2016 (the Effective

Date ), by and between Addus HealthCare, Inc., an Illinois corporation (the Company ), and Brian Poff, 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 Executive Vice President - Chief Financial 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.

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 valuable confidential and proprietary information relating to the Addus HealthCare Group, its customers and employees.

WHEREAS, the Company desires 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:

During the Employment Term, the Company will employ the

Executive as its Executive Vice President - Chief Financial Officer, a senior executive position that reports directly to the Chief Executive Officer of the Company. The Executive s principal duties and responsibilities shall be (i) to

provide the strategic vision and leadership for the Company s financial systems function, (ii) to direct the development and execution of all financial programs and initiatives, and (iii) to develop financial solutions to improve

business development, service quality and cost control.

The Company will pay the Executive as follows during the

It is recognized that the Executive in the performance of his

duties hereunder may 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.

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 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 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

(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

(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 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 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) 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) a change in the Executive s direct reporting duty to a person other than the Chief Executive Officer of the Company or 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 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.

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 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 and early termination upon the Executive s commencement of employment with a new

employer (written notice of which shall be promptly provided by the Executive to the Company), severance pay ( Base Severance Pay ) in an amount equal to the Executive s

Base Cash Compensation (as defined below) to be paid in equal installments on the Company s regular pay dates over the twelve (12) month period 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, if the Executive elects to continue his health, dental and/or vision insurance

coverage under COBRA, the Executive shall be eligible to receive cash payments equal to the difference between his COBRA continuation coverage premiums and the amount of premiums paid by similarly-situated active employees of the Company under the

Company s health, dental and/or vision insurance plans, for a period of twelve (12) months following the Executive s date of termination of employment, 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).

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

proportions as their ownership of stock of Addus HomeCare, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of

Addus HomeCare representing more than 50% of the total voting power represented by Addus HomeCare s then outstanding securities that vote generally in the election of directors (referred to herein as Voting Securities ); or

(ii) after the date of this Agreement, the stockholders of Addus HomeCare approve (x) a merger or consolidation of Addus HomeCare with any other corporation, other than a merger or consolidation that would result in the Voting Securities

of Addus HomeCare outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) more than 50% of the total voting power represented by the Voting

Securities of Addus HomeCare or such surviving entity outstanding immediately after such merger or consolidation, or (y) a plan of complete liquidation of Addus HomeCare or an agreement for the sale or disposition by Addus HomeCare of (in one

transaction or a series of transactions) all or substantially all of Addus HomeCare s assets.

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.

capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or

associated, compete with the Business (as defined below) in any of the following described manners:

(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 Business;

(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 first anniversary of such date; provided, that if the Executive s employment is terminated by the Company pursuant to Section 6(c) hereof or

by the Executive pursuant to Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall use reasonable best efforts to obtain employment with a new employer beginning on the first day of the seventh month following

the date on which the Executive s employment is so terminated.

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,