SEPARATION AGREEMENT THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this Agreement ) is being entered into as of this 25th day of May, 2016 by Addus HealthCare, Inc., an Illinois corporation (the Company ), and Donald Kl

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this Agreement ) is being entered into as of this 25th day of May, 2016 by

Addus HealthCare, Inc., an Illinois corporation (the Company ), and Donald Klink (the Executive ) (each, a Party and collectively, the Parties ).

WHEREAS, the Executive has been employed by the Company pursuant to an employment and non-competition agreement, dated May 11, 2015 (the

Employment Agreement );

WHEREAS, the Executive s employment with the Company will terminate effective May 9, 2016

(the Separation Date ); and

WHEREAS, the Executive and the Company wish to resolve all matters related to his

employment with the Company on the terms and conditions expressed in this Agreement, including the release provisions (the Release Agreement ) set forth in Exhibit A hereto.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties, intending to be legally bound, agree as follows:

1. Last Day of Employment.

(a) The Executive s employment with the Company as its Chief Financial Officer will terminate as of the Separation Date,

and all agreements and employment arrangements between the Executive and the Company or any parent, subsidiary or affiliate thereof (collectively, the Company Group ) will terminate effective as of the Separation Date. The Parties

agree that all of their rights and obligations under the Employment Agreement will continue until the Separation Date, and upon such date, the Employment Agreement will terminate except as otherwise provided herein.

(b) For the avoidance of doubt, the Executive s separation from employment pursuant to this Agreement shall be considered

a termination without Reasonable Cause, as such term is defined in Section 6(a) of the Employment Agreement and in accordance with Section 6(c) of the Employment Agreement.

(c) In addition, effective as of the Separation Date, the Parties agree that the Executive will resign as a fiduciary of any of

the Company Group s employee benefit plans and from all other positions held by him within the Company Group. The Executive shall execute and deliver to the Company any requested resignation letters documenting his resignation from such

2. Payments; Benefits.

(a) Severance Amount. Conditioned upon the Executive s strict compliance with the post-employment restrictions

described in Sections 4 through 7 and provided that the Executive timely executes and does not revoke this Agreement, including Exhibit A hereto, the Company shall pay to the Executive the following amounts, less all

applicable taxes and withholdings ((i), (ii) and (iii) collectively, the

(i) Severance payments in the aggregate amount of $305,000.00, which represents a

twelve (12) month period of Executive s annual base salary; provided, however, that pursuant to Section 8(c) of the Employment Agreement, such amount may increase if a Change in Control occurs within six (6) months after the Separation Date,

and provided, further, that the Company s obligation to pay the amount in this Section 2(a)(i) shall end immediately as of the date on which the Executive becomes employed by a new employer (written notice of which shall be promptly provided by

the Executive to the Company);

(ii) An amount to be determined that represents a portion of the annual bonus that the

Executive would have been entitled to receive pursuant to the Company s 2016 annual bonus plan had his employment not been terminated (prorated for the amount of time that the Executive was employed by the Company in 2016), which amount will be

paid no later than March 15, 2017; and

(iii) To the extent that the Executive was participating in the Company s

group health insurance program immediately prior to the Separation Date, and provided that the Executive timely elects and remains eligible for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, a cash amount

equal to the portion of the premiums for such coverage that the Company was paying on the Executive s behalf immediately prior to the Separation Date, for the shorter of (A) eight (8) months from the Separation Date or (B) the period during

which the Executive remains eligible for such coverage. The Company s obligation to pay the amount in this Section 2(a)(iii) shall end immediately as of the date on which the Executive becomes eligible for coverage under the group insurance

plans of another entity (written notice of which shall be promptly provided by the Executive to the Company).

The Severance Amount

provided in clauses (i) and (iii) above shall be payable in equal installments on each of the Company s regularly scheduled payroll dates over the twelve (12) months following the Separation Date, commencing on the first payroll date following

the Separation Date; provided, however, that any payment due before the Release Agreement Effective Date (as defined in the Release Agreement) will be accumulated and paid (subject to the applicable conditions) on the first regularly scheduled

payroll date after the Release Agreement Effective Date, along with the installment of the Severance Amount for such date.

(b) Additional Obligations. Whether or not the Executive timely executes and does not revoke this Agreement, the Company

shall pay to the Executive the following amounts: (i) any accrued and unpaid base salary for any period prior to the Separation Date, less all applicable taxes and withholdings, payable in accordance with the Company s regular payroll

practices; and (ii) any accrued but unpaid benefits for any period prior to the Separation Date, pursuant to Section 5 of the Employment Agreement.

(c) No Other Benefits. Except as provided in this Agreement, the Executive

shall not be entitled to receive any other payment, benefit or other form of compensation as a result of his employment or the termination thereof. In addition, for the avoidance of doubt, and notwithstanding anything in this Agreement to the

contrary, the benefits described in Section 5 of the Employment Agreement shall terminate as of the Separation Date without any further action by the Executive, and the Company shall no longer have any obligations with respect to such benefits.

(d) Tax Withholding. All payments made by the Company to the Executive hereunder shall be subject to all applicable

withholding deductions.

3. Execution of Agreement and Release Agreement. The Executive understands and agrees that he will

not receive the Severance Amount described in Section 2(a) above unless: (a) the Executive timely signs this Agreement, (b) following the Separation Date, the Executive signs and does not timely revoke or rescind the Release Agreement and (c) the

Executive complies with the promises made by him in this Agreement, the Release Agreement and the Employment Agreement.

Non-Competition; Non-Solicitation. Prior to the Separation Date and for one (1) year following the Separation Date (the Restrictive Period ), the Executive shall not, 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 whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the

Business (as hereinafter defined) in any of the following described manners:

(a) 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 Company Group within a geographic radius of fifty (50)

miles from any Company Group branch office;

(b) 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 of the Employment Agreement was a customer of the Company Group or which during the term of the Executive s employment became a customer of the Company Group;

(c) Induce or attempt to induce any employee of the Company Group to terminate such employee s relationship with the

Company Group or in any way interfere with the relationship between the Company Group and any employee thereof; or

Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Company Group to cease doing business with the Company 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 Company Group, on the other hand.

hereof, the term Business means the business of providing home care services of the type and nature that the Company Group then performed and/or any other business activity in which the Company Group then performed or program or

service then under active development

proposed to be performed and/or any other business activity in which the Company Group became engaged in on or

after the effective date of the Employment Agreement while the Executive was employed by the Company.

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 4, 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.

5. Non-Disclosure. The

Executive recognizes and acknowledges that, during the course of his employment with the Company, he had access to certain confidential and proprietary information of the Company Group, including, but not limited to, trade secrets and other

proprietary commercial information, and that such information constitutes valuable, special and unique property of the Company Group. The Executive agrees that he will not, for any reason or purpose whatsoever, except as required by law, disclose

any of such confidential information to any person, entity or governmental authority without express authorization of the Company. The Executive further agrees that he shall not, at any time, without the express 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 when necessary to further the interests of the Business, any Trade Secret (as hereafter defined) of the Company Group, whether such Trade Secret is in the Executive s memory or embodied in writing or other physical form. For

purposes of this Agreement, Trade Secret means any information, not generally known to, and not 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, but not limited to, (a) trade secrets, (b) information concerning the business or affairs of the Company Group, including its products or services, fees, costs,

and pricing structures, charts, manuals and documentation, databases, accounting and business models, designs, analyses, drawings, photographs and reports, computer software, copyrightable works, inventions, devices, new developments, methods and

processes, whether patentable or unpatentable and whether or not reduced to practice, sales records and other proprietary commercial information; (c) information concerning actual and prospective clients and customers of the Company Group, including

client and customer lists and other compilations; and (d) information concerning employees, contractors and vendors of the Company Group, including personal information and information concerning the compensation or other terms of employment of such

individuals. Trade Secret, however, shall not include general know-how information acquired by the 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.

6. Non-Disparagement. The Executive agrees that, prior to the

Separation Date and during the Restrictive Period, he will not make any statement, either in writing or orally, that is communicated publicly or is reasonably likely to be communicated publicly, and that is reasonably likely to disparage or

otherwise harm the business or reputation of the Company Group, or the reputation of any of its current or former directors, officers, employees or stockholders.

7. Return of Documents and Other Property. Upon the Separation Date, the Executive

shall return all originals and copies of books, records, documents, customer lists, sales materials, tapes, keys, credit cards and other tangible property of the Company Group within the Executive s possession or under his control.

8. Remedies for Breach. In the event of a breach or threat of a breach of the provisions of Sections 4, 5 or 6, the

Executive hereby acknowledges that such breach or threat of a breach will cause the Company to suffer irreparable harm and that the Company shall be entitled to an injunction restraining the Executive from breaching such provisions; but the

foregoing shall not be construed as prohibiting the Company from having available to it to any other remedy, either at law or in equity, for such breach or threatened breach, including, but not limited to, the immediate cessation of any remaining

Severance Amount and benefits pursuant to Section 2 and the recovery of damages from the Executive and the notification of any employer or prospective employer of the Executive as to the terms and conditions hereof (without limiting or affecting the

Executive s obligations under Sections 4, 5, or 6).

9. Acknowledgment. The Executive acknowledges that, during the

course of his employment with the Company, he was directly and materially involved as a senior executive in all important policy and operational decisions of the Company Group. The Executive further acknowledges that the scope of the foregoing

restrictions has been specifically bargained between the Company and the Executive, each being fully informed of all relevant facts. Accordingly, the Executive acknowledges that the foregoing restrictions of Sections 4, 5, or 6 are fair and

reasonable, are minimally necessary to protect the Company Group, its stockholders and the public from the unfair competition of the Executive who, as a result of his employment with the Company, had access to the most confidential and important

information of the Company Group, its Business and future plans. The Executive furthermore acknowledges that no unreasonable harm or injury will be suffered by him from enforcement of the covenants contained herein and that he will be able to

earn a reasonable livelihood following termination of his employment notwithstanding enforcement of the covenants contained herein.

Right of Set-Off. In the event of a breach by the Executive of the provisions of this Agreement, the Company is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and after ten (10) days

prior written notice to the Executive, to set-off and apply any and all amounts at any time held by the Company on behalf of the Executive and all indebtedness at any time owing by the Company Group to the Executive against any and all of the