SEPARATION AGREEMENT AND GENERAL RELEASE This SEPARATION AGREEMENT AND GENERAL RELEASE (the Agreement ) is made and entered into as of this second day of September, 2010, by and between Frank Leonard ( Executive ) and Ad

SEPARATION AGREEMENT AND GENERAL RELEASE

This SEPARATION AGREEMENT AND GENERAL RELEASE (the Agreement ) is made and entered into as of this second day of September,

2010, by and between Frank Leonard ( Executive ) and Addus HealthCare, Inc., an Illinois corporation (the Company ) (each a Party, and, collectively, the Parties ).

WHEREAS, Executive and the Company are parties to an Employment Agreement dated as of July 16, 2008, amended as of

September 30, 2009 (the Employment Agreement, a copy of which is attached hereto);

was granted certain stock options pursuant to an Addus Holding Corporation 2006 Stock Incentive Plan Non-Qualified Stock Option Certificate dated as of July 16, 2008 (the Option Certificate, a copy of which is attached hereto);

WHEREAS, Executive and the Company desire to enter into a new agreement that supersedes all prior agreements between them,

including without limitation the Employment Agreement, as well as all promises, covenants, arrangements, understandings, communications, representations or warranties, whether oral or written, by either Party, or any officer, director, employee,

representative or agent thereof, such that any prior agreement between the Parties is hereby terminated;

WHEREAS, the Parties

understand that they are waiving legal rights by signing this Agreement, and enter into this Agreement voluntarily, with a full understanding of and agreement with all of its terms;

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements set forth herein, and for other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Separation from Employment; Transition Period; Cooperation.

(a) On August 23, 2010 (the Notice Date ), the Parties agreed that Executive s employment with the Company will

terminate, effective November 30, 2010 (the Separation Date ). During the period between the Notice Date and the Separation Date (the Transition Period ), Executive will continue to be paid his base salary, less applicable

deductions and withholdings, in accordance with the Company s usual and customary payroll procedures, and to receive benefits at the same level offered to and enrolled in by Executive prior to commencement of the Transition Period.

(b) During the Transition Period, Executive will continue to devote substantially all of his professional time, loyalty and efforts to

performing such duties as the Company may reasonably request, including without limitation as may be required in connection with the transition of work to his successor(s) and/or to other employees of the Company. Executive further agrees that,

during the Transition Period, the Company may, in its sole discretion, (i) assign no, reduced or alternative duties to Executive (provided that any such alternative duties are not inconsistent with Executive s regular duties as an employee

of the Company), (ii) exclude Executive from the Company s premises, and/or (iii) prohibit Executive from communicating with the Company s officers, directors, employees, agents, vendors, clients and customers concerning the

business or affairs of the Company.

(c) Throughout the Transition Period and thereafter, Executive agrees to make himself

available, at the Company s request, at reasonable times and in reasonable places, to cooperate with and to assist management of the Company and/or its counsel in prosecuting or defending against any lawsuit, complaint, claim, charge or

investigation arising out of any transactions or conduct of which he may have knowledge. Executive further agrees that, for one year following the Separation Date, he will provide such assistance to the Company at no charge; provided, however, that

Executive will be entitled to reimbursement for his reasonable business expenses incurred in connection with such assistance, subject to and in accordance with the Company s usual and customary policies and procedures concerning reimbursement

of business expenses.

(d) Throughout the Transition Period and thereafter, the Company will indemnify and hold harmless

Executive against any judgments, damages and expenses, including reasonable attorneys fees (including, where appropriate, arising out of the retention of separate independent counsel for Executive), incurred by Executive in connection with the

defense of any lawsuit, complaint, claim, charge or investigation, whether currently known or unknown, against Executive arising out of the performance of his duties as an employee of the Company; provided, however, that the provisions of this

Paragraph 1(d) shall apply only if Executive acted in good faith, in a manner he reasonably believed to be in the best interests of the Company, and without gross negligence or willful misconduct, and, with respect to any criminal proceeding,

if Executive had no reasonable cause to believe his conduct was unlawful.

2. Separation Benefits.

(a) Provided that Executive agrees to and accepts the terms of this Agreement, and does not timely revoke his acceptance, and further

provided that, upon the Separation Date, Executive executes and delivers, and does not timely revoke, a customary general release in form and substance satisfactory to the Company, Executive shall receive: (i) the amount of $266,958.00, less

applicable deductions and withholdings, payable in equal installments and in accordance with the Company s regular and customary payroll practices, over the period commencing on December 1, 2010 and ending on November 30, 2011 (the

Benefits Period ); and, (ii) continuation of benefits during the Benefits Period at the same level offered to and enrolled in by the Executive prior to commencement of the Transition Period (collectively, the Separation

Benefits ); provided, however, that the Company s obligation to continue to provide Separation Benefits shall terminate upon Executive s commencement of employment with a new employer.

(b) Executive agrees and acknowledges that his receipt of the Separation Benefits is subject to and conditioned upon his strict

compliance with this Agreement, including without limitation the post-employment restrictions set forth in Paragraphs 7, 8, 9, 10 and 11 below. Executive further agrees that, should he fail to comply with any such post-employment restrictions, the

Company, in addition to any other legal or equitable remedy available to it, shall be entitled to immediately and forever cease payment of the Separation Benefits, and to recover any consideration already paid to Executive under this Agreement,

including without limitation the Separation Benefits.

(c) Executive agrees and acknowledges that, other than as set forth in this Agreement,

Executive is not entitled to and shall not receive any additional compensation, payments or benefits of any kind from the Company, and that no representations or promises to the contrary have been made to Executive. Executive further agrees and

acknowledges that, but for entering into and complying with the terms of this Agreement, Executive would not be entitled to receive the payments and benefits set forth in this Agreement, including without limitation the Separation Benefits, that

such payments and benefits exceed any consideration to which he would otherwise be entitled, and that such payments and benefits constitute good and sufficient consideration for the promises and covenants of Executive set forth herein.

3. Forfeiture of Options. Executive agrees and acknowledges that all options granted him pursuant to the Option Certificate shall

be forfeited as of the date of this Agreement.

4. Release of Claims. In consideration for the agreements of the

Company set forth in this Agreement, including without limitation the Separation Benefits, and on behalf of himself, his spouse, agents, heirs and representatives, Executive irrevocably and unconditionally waives, discharges and releases his right

to assert against the Releasees (as such term is defined below) any form of claim, complaint or any other form of action seeking any form of relief, including without limitation equitable relief (whether declaratory, injunctive or otherwise), the

recovery of damages or any other form of monetary recovery whatsoever (including without limitation back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs), for any alleged

action, inaction or circumstance (collectively, Claims ) existing or arising through the date of this Agreement.

For purposes of this Paragraph, the Releasees shall include the Company, its parents, subsidiaries and affiliates, and their

past and present officers, directors, employees, stockholders, owners, representatives, assigns, attorneys, agents and insurers, and their employee benefit programs and plans (including without limitation the Addus Holding Corporation 2006 Stock

Incentive Plan) and the trustees, administrators, fiduciaries and insurers of such programs and plans.

Without limiting the

foregoing general waiver and release, Executive specifically waives and releases the Releasees from any Claim arising from or related to Executive s employment with the Company or the termination thereof, including, without limitation:

Executive explicitly acknowledges that, because he is over forty (40) years of age, he has specific rights under the ADEA, which

prohibits discrimination on the basis of age, and that the releases set forth in this Paragraph are intended to release any right that Executive may have to file a claim against the Company alleging discrimination on the basis of age.

Notwithstanding the foregoing, this Paragraph does not:

Executive s waiver and release, however, are intended to be a complete bar to any recovery or personal benefit by or to Executive

with respect to any claim whatsoever, including those raised through a charge with the EEOC, except those which, as a matter of law, cannot be released.

Executive acknowledges and agrees that, but for providing this waiver and release, Executive would not be receiving the consideration

provided under the terms of this Agreement, including without limitation the Separation Benefits. Executive further agrees that, should Executive breach this Paragraph 4, the Company, in addition to any other legal or equitable remedy available to

it, shall be entitled to recover any consideration already paid to Executive under this Agreement, including without limitation the Separation Benefits.

5. Review and Revocation Period.

(a) Executive acknowledges that, before signing this Agreement, he was given a period of 21 days in which to review and consider it; that

Executive has, in fact, carefully reviewed this Agreement; and, that he is entering into it voluntarily and of his own free will. Executive further acknowledges that the Company encouraged him in writing to show this Agreement to and discuss it with

his attorney before signing it, and that, to the extent Executive wished to do so, he has done so. Executive further acknowledges that, if he executed this Agreement before the end of the 21-day period, such early execution was completely voluntary,

and Executive had reasonable and ample time in which to review this Agreement.

(b) Executive agrees that, for a period of

seven days after he signs this Agreement, he has the right to revoke it by providing notice, in writing (delivered by registered or certified mail, return receipt requested), to: Paul Diamond, Vice President Human Resources, Addus HealthCare, Inc.,

2401 S. Plum Grove Road, Palatine, Illinois 60067. This Agreement will not become effective and enforceable until after the expiration of the seven-day revocation period.

(c) Executive understands that his acceptance of any payment or benefit set forth in this Agreement at any time more than seven days

after he signs this Agreement confirms that he did not revoke his assent to this Agreement and, therefore, that it is effective and enforceable.

6. Pursuit/Assignment of Released Claims. Executive warrants that, as of the date of this Agreement, he has not filed or caused to

be filed any lawsuit, complaint or charge with respect to any Claim this Agreement purports to waive or release, or assigned any such Claim to any other person or entity.

(a) At no time between the date of this Agreement and the conclusion of the Benefits Period (the Restrictive Period ) shall

Executive, without the prior written consent of the Company, which consent shall not be unreasonably withheld, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity, compete with the

Company, its subsidiaries and affiliates (collectively, the Addus HealthCare Group ) with respect to the provision of home care services of the type and nature that the Addus HealthCare Group provides, any other business activity in which

the Addus HealthCare Group is engaged, or any program or service which is under active development or proposed to be performed by the Addus HealthCare Group, each as of the Separation Date (collectively, the Business ), in any of the

following described manners:

(b) Notwithstanding the foregoing provisions, nothing herein shall prohibit 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 on the NASDAQ market or otherwise.

(c) If, at the time of enforcement of this Paragraph 7, a court or arbitrator 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.

8. Non-Disclosure. At no time during the

Restrictive Period or thereafter shall Executive, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity that he manages, controls,

participates in, consults with, renders services for or is employed by or associated with, disclose or use, except as necessary to further the interests of the Company, any Trade Secret (as such term is defined below) of the Addus HealthCare Group,

whether such Trade Secret is in Executive s memory or embodied in writing or other physical form as of the Separation Date, or thereafter if acquired by Executive in connection with his cooperation with any proceeding or investigation under

Paragraph 1(c) above. For purposes of this Agreement, Trade Secret means any information, not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its

disclosure or use and is the subject of efforts to maintain its secrecy that are reasonable under the circumstances, including without limitation: (i) trade secrets; (ii) the business or affairs of the Addus HealthCare Group,

(iii) client and customer lists; (iv) products or services; (v) fees, costs and pricing structures; (vi) charts, manuals and documentation; (vii) databases; (viii) accounting and business models; (ix) designs;

(x) analyses; (xi) drawings, photographs and reports; (xii) computer software; (xiii) copyrightable works; (xiv) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or

not reduced to practice; (xv) sales records; and, (xvi) other proprietary commercial information. Said term, however, shall not include general know-how information acquired by Executive during the course of his employment

which could have been obtained by him from public sources without the expenditure of significant time, effort and expense.

Covenant Regarding Confidential and Proprietary Information.

(a) Executive will promptly disclose in writing to the