Acsys Inc Sample Contracts

Acsys Inc – EMPLOYMENT AGREEMENT (April 18th, 2000)

1 EXHIBIT 10.1 AMENDMENT OF EMPLOYMENT AGREEMENT WHEREAS, Acsys, Inc. (formerly known as ICCE, Inc.) (the "Company") and David C. Cooper (the "Executive") have entered into an employment agreement dated May 16, 1997 (the "Employment Agreement"); WHEREAS, the Company, Tiberia B.V. ("Tiberia"), Platform Purchaser Inc. ("Purchaser"), Vedior N.V. and Select Appointments North America Inc. have entered into an agreement dated April 16, 2000 (the "Merger Agreement") providing for the merger of Purchaser with and into the Company with the Company surviving as a wholly owned subsidiary of Tiberia (the "Merger"), and a condition of the consummation of the Merger pursuant to the Merger Agreement is that the Executive enter into this amendment; WHEREAS, subject to the terms of the Merger Agreement, Purchaser is to purchase Shares p

Acsys Inc – EMPLOYMENT AGREEMENT (April 18th, 2000)

1 EXHIBIT 10.2 AMENDMENT OF EMPLOYMENT AGREEMENT WHEREAS, Acsys, Inc. (formerly known as ICCE, Inc., and referred to herein as the "Parent Company"), Acsys Resources, Inc. (the "Company"), and Harry J. Sauer (the "Executive") have entered into an employment agreement dated September 1997 (the "Employment Agreement"); WHEREAS, the Parent Company, Tiberia B.V. ("Tiberia"), Platform Purchaser Inc. ("Purchaser"), Vedior N.V. and Select Appointments North America Inc. have entered into an agreement dated April 16, 2000 (the "Merger Agreement") providing for the merger of Purchaser with and into the Parent Company with the Parent Company surviving as a wholly owned subsidiary of Tiberia (the "Merger"), and a condition of the consummation of the Merger pursuant to the Merger Agreement is that the Executive enter into this amendment;

Acsys Inc – EMPLOYMENT AGREEMENT (April 18th, 2000)

1 EXHIBIT 10.3 AMENDMENT OF EMPLOYMENT AGREEMENT WHEREAS, Acsys, Inc. (the "Company") and Brady W. Mullinax, Jr. (the "Executive") have entered into an employment agreement dated August 21, 1998 (the "Employment Agreement"); WHEREAS, the Company, Tiberia, B.V. ("Tiberia"), Platform Purchaser Inc. ("Purchaser"), Vedior. N.V. and Select Appointments North America Inc. have entered into an agreement dated April 16, 2000 (the "Merger Agreement") providing for the merger of Purchaser with and into the Company with the Company surviving as a wholly owned subsidiary of Tiberia (the "Merger"), and a condition of the consummation of the Merger pursuant to the Merger Agreement is that the Executive enter into this amendment; WHEREAS, subject to the terms of the Merger Agreement, Purchaser is to purchase Shares pursuant to an Offer

Acsys Inc – PRESS RELEASE (April 18th, 2000)

1 EXHIBIT 99.2 PRESS RELEASE -------------------------------------------------------------------------------- AMSTERDAM, 17 APRIL 2000 VEDIOR ANNOUNCES PROPOSALS TO ACQUIRE ACSYS, A LEADING US PROVIDER OF ACCOUNTING, FINANCE AND IT PERSONNEL - ACSYS WILL COMPLEMENT VEDIOR'S SPECIALTY GROUP SELECT IN THE UNITED STATES - ADDITION OF MORE THAN 40 NEW OFFICES ACROSS THE US IN 22 MAJOR METROPOLITAN MARKETS - FINANCING PROVIDED BY ING In commenting on this investment, Gert Smit, Chairman and Chief Executive Officer of Vedior, said: `This is an important strategic investment for Vedior, increasing its exposure to specialty staffing and the North American market.' Tony Martin, Chairman of Select and Vice Chairman of Vedior, said: `This is a particularly important and exciting opportunity. Through Select, Vedior is increasing its presence primarily in accounting but also in

Acsys Inc – SHAREHOLDER PROTECTION RIGHTS AGREEMENT (April 18th, 2000)

1 EXHIBIT 99.1 AMENDMENT NO. 1 TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT This Amendment No. 1, dated as of April 16, 2000 (this "Amendment"), to the Shareholder Protection Rights Agreement, dated as of June 20, 1999 (the "Agreement"), between Acsys, Inc., a Georgia corporation ("Company"), and SunTrust Bank, Atlanta, as rights agent (the "Rights Agent"). WITNESSETH: WHEREAS, Company proposes to enter into an Agreement and Plan of Merger, dated as of April 16, 2000, as may be amended, (the "Merger Agreement"), by and among Tiberia B.V. ("Parent"), a company organized in The Netherlands; Platform Purchaser Inc. ("Purchaser"), a Georgia corporation; Vedior N.V. ("Vedior"), a company organized in The Netherlands; Select Appointments North America Inc. ("SANA"), a Delaware corporation (SANA and Vedior are coll

Acsys Inc – AGREEMENT AND PLAN OF MERGER (April 18th, 2000)

1 EXHIBIT 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG TIBERIA B.V., PLATFORM PURCHASER INC., VEDIOR N.V., SELECT APPOINTMENTS NORTH AMERICA INC. AND ACSYS, INC. DATED AS OF APRIL 16, 2000 2 TABLE OF CONTENTS Page Preamble................................................................................................ 1 Article 1 -- The Off

Acsys Inc – EMPLOYMENT AGREEMENT (April 18th, 2000)

1 EXHIBIT 10.4 AMENDMENT OF EMPLOYMENT AGREEMENT WHEREAS, ACSYS, Inc. (the "Company") and Pat Kennedy (the "Executive") have entered into an employment agreement dated February 7, 2000 (the "Employment Agreement"); WHEREAS, the Company, Tiberia B.V. ("Tiberia"), Platform Purchaser Inc. ("Purchaser"), Vedior N.V. and Select Appointments North America Inc. have entered into an agreement dated April 16, 2000 ((the "Merger Agreement") providing for the merger of Purchaser with and into the Company with the Company surviving as a wholly owned subsidiary of Tiberia (the "Merger"), and a condition of the consummation of the Merger pursuant to the Merger Agreement is that the Executive enter into this amendment; WHEREAS, subject to the terms of the Merger Agreement, Purchaser is to purchase Shares pursuant to an Offer if the Mi

Acsys Inc – EMPLOYMENT AGREEMENT (March 28th, 2000)

1 EXHIBIT 10.29 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), is made effective as of ____, 2000, (the "Effective Date") by and between PAT KENNEDY ("Executive"), a resident of Illinois, and ACSYS, INC. ("Company"), a Georgia corporation. Because Company desires to employ Executive and because Executive desires to be employed by Company, both parties, in consideration of the mutual and exchanged promises and agreements contained herein and of wages paid and services rendered hereunder, hereby agree as follows: SECTION 1. EMPLOYMENT. (a) Subject to the terms contained in this Agreement, Company hereby employs Executive and Executive hereby accepts such employment. Initially, Executive shall have the title of Executive Director, IT Division of Company, though this position and title subsequently may be changed by Company as Company or its

Acsys Inc – INCENTIVE STOCK OPTION AGREEMENT (March 28th, 2000)

1 EXHIBIT 10.30 INCENTIVE STOCK OPTION AGREEMENT under the ACSYS, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN Optionee: Brady W. Mullinax, Jr. --------------------------------------------- Number Shares Subject to Option: 50,000 ----------------------- Exercise Price per Share: $1.938 ------------------------------ Date of Grant: February 2, 2000 ----------------------------------------- 1. Grant of Option. Acsys, Inc. (the "Company") hereby grants to the Optionee named above (the "Optionee"), under the Acsys, Inc. Amended and Restated 1997 Stock Option Plan

Acsys Inc – TO AMENDED AND RESTATED CREDIT AGREEMENT (March 28th, 2000)

1 EXHIBIT 10.8.6 AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment Agreement"), dated as of December 31, 1999 is made by and among ACSYS, INC. a Georgia corporation having its principal place of business in Atlanta, Georgia (the "Borrower"), BANK OF AMERICA, N.A., SUCCESSOR IN INTEREST TO NATIONSBANK, N. A., a national banking association organized and existing under the laws of the United States, as Lender, BANK OF AMERICA, N.A., SUCCESSOR IN INTEREST TO NATIONSBANK, N. A., in its capacity as administrative agent for the Lenders (in such capacity, the "Agent"), and the Lenders party hereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below). W I

Acsys Inc – INCENTIVE STOCK OPTION AGREEMENT (March 28th, 2000)

1 EXHIBIT 10.31 INCENTIVE STOCK OPTION AGREEMENT under the ACSYS, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN Optionee: Patricia Kennedy ---------------------------------------------------- Number Shares Subject to Option: 75,000 ---------------------------- Exercise Price per Share: $1.813 ------------------------------------ Date of Grant: February 21, 2000 ----------------------------------------------- 1. Grant of Option. Acsys, Inc. (the "Company") hereby grants to the Optionee named above (the "Opt

Acsys Inc – SEPARATION AND RELEASE AGREEMENT (December 8th, 1999)

1 EXHIBIT 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (hereinafter the "Separation Agreement") is entered into as of the 23rd day of November, 1999, by and between Acsys, Inc., formerly ICCE, Inc., (hereinafter the "Company"), and Timothy Mann, Jr. (hereinafter the "Employee"). This Separation Agreement shall become effective when approved by the Board of Directors of the Company or a committee thereof (the "Effective Date"). WHEREAS, the Employee has been employed by the Company in the capacity of Chief Executive Officer pursuant to that Employment Agreement dated March 12, 1997, as amended in Amendment No. 1 to Employment Agreement, dated September 3, 1997, and Amendment No. 2 to Employment Agreement, dated October 14, 1997 and by resolution of the Board of Directors of the Company (collectively referred to herein as the "Employment Agr

Acsys Inc – SHAREHOLDER AND RESTRICTIVE COVENANT AGREEMENT (December 8th, 1999)

1 EXHIBIT 10.10 SHAREHOLDER AND RESTRICTIVE COVENANT AGREEMENT This Shareholder and Restrictive Covenant Agreement (the "Agreement") is entered into as of the 1st day of December, 1999, by and between Acsys, Inc., (hereinafter the "Company"), and Robert D. Bailey (hereinafter "Bailey"). WHEREAS, Bailey has previously been employed as Group Director, National Products of Acsys IT, Inc. (hereinafter "Acsys IT), a wholly owned subsidiary of the Company; and WHEREAS, Bailey, the Company and Acsys IT have mutually agreed to Bailey's resignation from his employment with Acsys IT; and WHEREAS, by virtue of his service as an employee of Acsys IT, Bailey has comprehensive knowledge of Acsys IT's and the Company's business, business relationships and financial affairs, including confidential and trade secret information regarding their business and marketing plans, sal

Acsys Inc – SHAREHOLDER AND RESTRICTIVE COVENANT AGREEMENT (December 8th, 1999)

1 EXHIBIT 10.8 SHAREHOLDER AND RESTRICTIVE COVENANT AGREEMENT This Shareholder and Restrictive Covenant Agreement (the "Agreement") is entered into as of the 1st day of December, 1999, by and between Acsys, Inc., (hereinafter the "Company"), and Steven M. Sutton (hereinafter "Sutton"). WHEREAS, Sutton has previously been employed as Group Director, Operations Development of Acsys IT, Inc. (hereinafter "Acsys IT), a wholly owned subsidiary of the Company; and WHEREAS, Sutton, the Company and Acsys IT have mutually agreed to Sutton's resignation from his employment with Acsys IT; and WHEREAS, by virtue of his service as an employee of Acsys IT, Sutton has comprehensive knowledge of Acsys IT's and the Company's business, business relationships and financial affairs, including confidential and trade secret information regarding their business and marketing plans

Acsys Inc – [ACSYS LETTERHEAD] NEWS RELEASE (December 8th, 1999)

1 EXHIBIT 99.2 [ACSYS LETTERHEAD] NEWS RELEASE [ACSYS(SM) LOGO] FOR IMMEDIATE RELEASE Contact for Investors: David C. Cooper Chairman and CEO (404) 817-9440 Contact for News Media: Jodie Land-Charlop/jland@acsysinc.com Director, Corporate Communications (404) 817-9440 John L'Abate/jlabate@acsysinc.com Manager, Corporate Communications (404) 817-9440 ACSYS, INC. ANNOUNCES REORGANIZATION ATLANTA (December 1, 1999) - Acsys, Inc. (AMEX: AYS) ("the Company"), a leading specialty professional staffing firm, today announced several management and organizational changes, including the appointment of Chair

Acsys Inc – SHAREHOLDER AND RESTRICTIVE COVENANT AGREEMENT (December 8th, 1999)

1 EXHIBIT 10.2 SHAREHOLDER AND RESTRICTIVE COVENANT AGREEMENT This Shareholder and Restrictive Covenant Agreement (the "Agreement") is entered into as of the 23rd day of November, 1999, by and between Acsys, Inc., formerly ICCE, Inc., (hereinafter the "Company"), and Timothy Mann, Jr. (hereinafter "Mann"). This Agreement shall become effective when approved by the Board of Directors of the Company or a committee thereof (the "Effective Date"). WHEREAS, Mann has previously been employed by the Company in the capacity of Chief Executive Officer and has also served as a member of the Board of Directors of the Company; and WHEREAS, Mann and the Company have mutually agreed to Mann's resignation from his employment with the Company and his resignation from the Company's Board of Directors; and WHEREAS, by virtue of his service as Chief Executive Officer and as a

Acsys Inc – SHAREHOLDER AND RESTRICTIVE COVENANT AGREEMENT (December 8th, 1999)

1 EXHIBIT 10.4 SHAREHOLDER AND RESTRICTIVE COVENANT AGREEMENT This Shareholder and Restrictive Covenant Agreement (the "Agreement") is entered into as of the 1st day of December, 1999, by and between Acsys, Inc., formerly ICCE, Inc., (hereinafter the "Company"), and Mary Beth Chase (hereinafter "Chase"). WHEREAS, Chase has previously been employed by the Company in the capacity of Executive Vice President and Chief Development Officer and has also served as a member of the Board of Directors of the Company; and WHEREAS, Chase and the Company have mutually agreed to Chase's resignation from her employment with the Company and her resignation from the Company's Board of Directors; and WHEREAS, by virtue of her service as Executive Vice President and Chief Development Officer and as a member of the Board of Directors of the Company, Chase has comprehensive kn

Acsys Inc – SEPARATION AND RELEASE AGREEMENT (December 8th, 1999)

1 EXHIBIT 10.7 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (hereinafter the "Separation Agreement") is entered into as of the 1st day of December, 1999, by and between Acsys, Inc. (the "Company"), Acsys IT, Inc., a wholly owned subsidiary of the Company ("Acsys IT"), and Steven M. Sutton (hereinafter the "Employee"). WHEREAS, the Employee has been employed by Acsys IT in the capacity of Group Director, Operations Development pursuant to that Employment Agreement dated March 31, 1998; and WHEREAS, the Employee became a shareholder of the Company pursuant to an Agreement and Plan of Merger, dated as of March 31, 1998 (the "Merger Agreement"), by and among the Company, Icon Search & Consulting, Inc. ("Icon") and the shareholders of Icon, including the Employee; and WHEREAS, on May 22, 1998, the Employee executed a Registration

Acsys Inc – [ACSYS LETTERHEAD] NEWS RELEASE (December 8th, 1999)

1 EXHIBIT 99.1 [ACSYS LETTERHEAD] NEWS RELEASE [ACSYS(SM) LOGO] FOR IMMEDIATE RELEASE Contact for Investors: David C. Cooper Chairman (404) 817-9440 Contact for News Media: Jodie Land-Charlop/jland@acsysinc.com Director, Corporate Communications (404) 817-9440 John L'Abate/jlabate@acsysinc.com Manager, Corporate Communications (404) 817-9440 ACSYS, INC. CHIEF EXECUTIVE OFFICER RESIGNS ATLANTA (December 1, 1999) - Acsys, Inc. (AMEX: AYS) ("the Company"), a leading specialty professional staffing firm, today announced that Timothy Mann Jr., chief executive officer, has resigned his position and has als

Acsys Inc – SHAREHOLDER AND RESTRICTIVE COVENANT AGREEMENT (December 8th, 1999)

1 EXHIBIT 10.6 SHAREHOLDER AND RESTRICTIVE COVENANT AGREEMENT This Shareholder and Restrictive Covenant Agreement (the "Agreement") is entered into as of the 1st day of December, 1999, by and between Acsys, Inc., (hereinafter the "Company"), and Robert M. Kwatnez (hereinafter "Kwatnez"). WHEREAS, Kwatnez has previously been employed as Group Director, New Products of Acsys IT, Inc. (hereinafter "Acsys IT), a wholly owned subsidiary of the Company; and WHEREAS, Kwatnez, the Company and Acsys IT have mutually agreed to Kwatnez's resignation from his employment with Acsys IT; and WHEREAS, by virtue of his service as an employee of Acsys IT, Kwatnez has comprehensive knowledge of Acsys IT's and the Company's business, business relationships and financial affairs, including confidential and trade secret information regarding their business and marketing plans, sa

Acsys Inc – SEPARATION AND RELEASE AGREEMENT (December 8th, 1999)

1 EXHIBIT 10.9 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (hereinafter the "Separation Agreement") is entered into as of the 1st day of December, 1999, by and between Acsys, Inc. (the "Company"), Acsys IT, Inc., a wholly owned subsidiary of the Company ("Acsys IT"), and Robert D. Bailey (hereinafter the "Employee"). WHEREAS, the Employee has been employed by Acsys IT in the capacity of Group Director, National Products pursuant to that Employment Agreement dated March 31, 1998; and WHEREAS, the Employee became a shareholder of the Company pursuant to an Agreement and Plan of Merger, dated as of March 31, 1998 (the "Merger Agreement"), by and among the Company, Icon Search & Consulting, Inc. ("Icon") and the shareholders of Icon, including the Employee; and WHEREAS, on May 22, 1998, the Employee executed a Registration Right

Acsys Inc – SEPARATION AND RELEASE AGREEMENT (December 8th, 1999)

1 EXHIBIT 10.3 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (hereinafter the "Separation Agreement") is entered into as of the 1st day of December, 1999, by and between Acsys, Inc., formerly ICCE, Inc., (hereinafter the "Company"), and Mary Beth Chase (hereinafter the "Employee"). WHEREAS, the Employee has been employed by the Company in the capacity of Executive Vice President and Chief Development Officer pursuant to that Employment Agreement dated May 16, 1997, as amended in Amendment No. 1 to Employment Agreement, dated May 16, 1997, and by resolution of the Board of Directors of the Company (collectively referred to herein as the "Employment Agreement"); and WHEREAS, the Employee has also served as a member of the Board of Directors of the Company; and WHEREAS, the Employee and the Company have mutually agreed to Emplo

Acsys Inc – SEPARATION AND RELEASE AGREEMENT (December 8th, 1999)

1 EXHIBIT 10.5 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (hereinafter the "Separation Agreement") is entered into as of the 1st day of December, 1999, by and between Acsys, Inc. (the "Company"), Acsys IT, Inc., a wholly owned subsidiary of the Company ("Acsys IT"), and Robert M. Kwatnez (hereinafter the "Employee"). WHEREAS, the Employee has been employed by Acsys IT in the capacity of Group Director, New Products pursuant to that Employment Agreement dated March 31, 1998; and WHEREAS, the Employee has also served as a member of the Board of Directors of the Company; and WHEREAS, the Employee became a shareholder of the Company pursuant to an Agreement and Plan of Merger, dated as of March 31, 1998 (the "Merger Agreement"), by and among the Company, Icon Search & Consulting, Inc. ("Icon") and the shareholders of Icon, incl

Acsys Inc – Form of Press Release (June 21st, 1999)

EXHIBIT 99.2 Form of Press Release FOR IMMEDIATE RELEASE Contact: Timothy Mann, Jr. Chief Executive Officer (404) 817-9440, Ext. 3320 Brady W. Mullinax, Jr. Chief Financial Officer (404) 817-9440, ext. 3312 ACSYS, INC. ADOPTS SHAREHOLDER RIGHTS PLAN ATLANTA (June 21, 1999) Acsys, Inc. (Nasdaq/NMS: ACSY), a leading provider of specialty professional staffing services, today announced that its Board of Directors adopted a shareholder protection rights plan at its meeting on June 20, 1999, and issued share purchase Rights in connection with the rights plan. Timothy Mann, Jr., Acsys' Chief Executive Officer, stated: "The Rights are designed to assure that all of Acsys' shareholders receive fair and equal treatment in the event of any proposed takeover of Acsys and to guard against p

Acsys Inc – SHAREHOLDER PROTECTION RIGHTS AGREEMENT (June 21st, 1999)

EXHIBIT 99.1 Shareholder Protection Rights Agreement SHAREHOLDER PROTECTION RIGHTS AGREEMENT THIS SHAREHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this "Agreement") is made and entered into as of June 20, 1999, between Acsys, Inc. a Georgia corporation (the "Company"), and SunTrust Bank, Atlanta, as rights agent (the "Rights Agent," which term shall include any successor rights agent hereunder). W I T N E S S E T H: ------------------- WHEREAS, on June 20, 1999, the Board of Directors of the Company has (a) authorized and declared a dividend of one right ("Right") in respect of each share of Common Stock (as hereinafter defined) held of record as of the Close of Business (as hereinafter defined) on July 2, 1999 (the "Record Time") and (b) as provided in Section 2.4, authorized the issuance of one Right in respect

Acsys Inc – AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (May 14th, 1999)

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT by and among ACSYS, INC. (f/k/a ICCE, INC.), as Borrower, and NATIONSBANK, N.A., as Administrative Agent and THE LENDERS PARTY HERETO FROM TIME TO TIME April 13, 1999 TABLE OF CONTENTS Page ---- ARTICLE I Definitions and Terms 3 ----------------------------------------------------------------------- 1.01. Amendment and Restatement

Acsys Inc – SEPARATION AND RELEASE AGREEMENT (March 30th, 1999)

Exhibit 10.23 SEPARATION AND RELEASE AGREEMENT -------------------------------- This Separation and Release Agreement ("Separation Agreement") is entered into as of the 12th day of March, 1999, by and between Acsys, Inc., formerly ICCE, Inc., (hereinafter the "Company"), and Edward S. Baumstein (hereinafter the "Employee"). WHEREAS, the Employee has been employed by the Company in the capacity of President and Chief Operating Officer pursuant to that Employment Agreement dated August, 1997, as amended in Amendment No. 1 to Employment Agreement, dated October 14, 1997, (collectively referred to herein as the "Employment Agreement"); and WHEREAS, the Employee has also served as a member of the Board of Directors of the Company; and WHEREAS, the Employee and the Company have mutually agreed to the termination of his employment and his resignation

Acsys Inc – INCENTIVE STOCK OPTION AGREEMENT (March 30th, 1999)

Exhibit 10.21 INCENTIVE STOCK OPTION AGREEMENT under the ACSYS, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN Optionee: Timothy Mann, Jr. -------------------------------------------- Number Shares Subject to Option: 30,000 --------------------- Exercise Price per Share: $10.00 ---------------------------- Date of Grant: October 26, 1998 --------------------------------------- 1. Grant of Option. Acsys, Inc. (the "Company") hereby grants to the --------------- Optionee named above (the "Optionee"), under the Acsys, Inc. Amended and Restated 1997 Stock Option Plan

Acsys Inc – NON-QUALIFIED STOCK OPTION AGREEMENT (March 30th, 1999)

Exhibit 10.22 NON-QUALIFIED STOCK OPTION AGREEMENT under the ACSYS, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN Optionee: Timothy Mann, Jr. -------------------------------------------- Number Shares Subject to Option: 70,000 --------------------- Exercise Price per Share: $10.00 ---------------------------- Date of Grant: October 26, 1998 --------------------------------------- 1. Grant of Option. Acsys, Inc. (the "Company") hereby grants to the --------------- Optionee named above (the "Optionee"), under the Acsys,

Acsys Inc – ARTICLES OF INCORPORATION (November 17th, 1998)

EXHIBIT 3.1.1 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF ACSYS, INC. ARTICLE I The name of the corporation is Acsys, Inc. ARTICLE II Effective the date hereof, Article VIII of the Articles of Incorporation of ACSYS, Inc. is deleted in its entirety. All other Articles shall remain in full force and effect. ARTICLE III This amendment to the Articles of Incorporation was duly approved by the Board of Directors of ACSYS, Inc. on October 13, 1997 in accordance with Section 14-2-1002 of the Georgia Business Corporation Code (the "Code") and by all of the shareholders of ACSYS, Inc. as of November 25, 1997 in acc

Acsys Inc – REGISTRATION RIGHTS JOINDER AGREEMENT (November 17th, 1998)

EXHIBIT 10.11.4 REGISTRATION RIGHTS JOINDER AGREEMENT THIS JOINDER AGREEMENT (this "Agreement") is made and entered into as of March 31, 1998, by and among ACSYS, Inc., a Georgia corporation (the "Company"), and the shareholders thereof whose signature appears below (the "New Shareholders"). Premises -------- The New Shareholders are shareholders of the Company and as such desire to derive the benefits and burdens associated with being a shareholder of the Company. The Company is party to an Amended and Restated Registration Rights Agreement, dated as of September 3, 1997 (as the same may be further amended from time to time, the "Registration Rights Agreement"), with the Company's existing shareholders ("Existing Shareholders") governing certain rights and obligations of the Existing Shareholders as sha

Acsys Inc – EMPLOYMENT AGREEMENT (November 16th, 1998)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of August 21, 1998 (the "Effective Date"), by and between Acsys, Inc. (the "Company"), a Georgia corporation, and Brady W. Mullinax, Jr., an individual resident of Georgia ("Executive"). WHEREAS, Executive is expected to make a significant contribution to the success and development of the Company; and WHEREAS, Executive is willing to render services to the Company and/or one or more of its subsidiaries on the terms and subject to the conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Executive and the Company including, without limitation, the promises and covenants of the parties set forth

Acsys Inc – REGISTRATION RIGHTS JOINDER AGREEMENT (November 16th, 1998)

EXHIBIT 10.1 ------------ REGISTRATION RIGHTS JOINDER AGREEMENT THIS REGISTRATION RIGHTS JOINDER AGREEMENT (this "Agreement") is made and entered into as of July 1, 1998, by and among Acsys, Inc., a Georgia corporation (the "Company"), and the shareholder thereof whose signature appears below (the "New Shareholder"). Premises -------- The New Shareholder is a shareholder of the Company and as such desires to derive the benefits and burdens associated with being a shareholder of the Company. The Company is party to an Amended and Restated Registration Rights Agreement, dated as of September 3, 1997 (as the same may be further amended from time to time, the "Registration Rights Agreement"), with the Company's existing Shareholders ("

Acsys Inc – INCENTIVE STOCK OPTION AGREEMENT (November 16th, 1998)

EXHIBIT 10.6 INCENTIVE STOCK OPTION AGREEMENT under the ACSYS, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN Optionee: Brady W. Mullinax, Jr. ------------------------------------------ Number Shares Subject to Option: 26,437 -------------------------- Exercise Price per Share: $11.125 --------------------------------- Date of Grant: August 21, 1998 ------------------------------------------- 1. Grant of Option. Acsys, Inc. (the "Company") hereby grants to the --------------- Optionee named above (the "Optionee"), und

Acsys Inc – TO THE CREDIT AGREEMENT (November 16th, 1998)

EXHIBIT 10.3 AMENDMENT NO. 2 TO THE CREDIT AGREEMENT This AMENDMENT AGREEMENT (the "Amendment Agreement"), dated as of August 3, 1998 is made by and among ACSYS, INC. (formerly known as ICCE, INC.) a Georgia corporation having its principal place of business in Atlanta, Georgia (the "Borrower"), NATIONSBANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as Lender, and NATIONSBANK, NATIONAL ASSOCIATION, in its capacity as agent for the Lenders (in such capacity, the "Agent"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below). WITNESSETH: ----------- WHEREAS, the Borrower, the Agent and the Lenders have heretofore en