Providence Service Corporation 64 East Broadway Blvd. Tucson, Arizona 85701 November 19, 2012

•       Executive Vice President and Chief Financial Officer

•       End of specified term: December 31, 2014

•       “At Will” thereafter

•       Entitled to Base Compensation through December 31, 2014 if terminated without Cause or resigns with Good Reason

•       $400K annualized

•       Based on achievement of EBITDA performance in excess of budget

•       50% of Base Compensation for achievement of 100% of budgeted EBITDA

•       Option to purchase 60,000 shares under and subject to Providence’s 2006 Plan

•       Exercise price equal to fair market value on date of grant by Compensation Committee

•       50% of the options will vest on December 31, 2013 and remaining 50% of the options will vest on December 31, 2014 assuming continued employment with Providence at such times

•      Reports to Chief Executive Officer

•      Reports to Board of Directors and Audit Committee regarding specified matters

•      As determined by the Board of Directors

•      Consistent with chief financial officers of similarly situated public companies

•      All benefits to which senior executive officers of Providence are entitled from time to time including 401(k) plan, Deferred Compensation Plan, and health, dental and disability insurance

•      If terminated without Cause or resigns with Good Reason in connection with or following a change in control, entitled to (i) the greater of Base Compensation through December 31, 2014 or 50% of annual Base Compensation, in either case in a lump sum payable immediately upon cessation of employment, and (ii) pro-rata portion of Bonus described above, assuming Providence’s achievement of EBITDA milestones specified above, payable following receipt of year end audit.

•      “Cause” and “Good Reason” to be defined in similar fashion as current agreements with Named Executive Officers

•      Subject to Non-Competition, Non-Disparagement and Non-Solicitation covenant for two years following cessation of employment for any reason

•      The parties will negotiate and enter into definitive documentation regarding the arrangements herein set forth as soon as practicable following the date hereof.