WAIVER AND SIXTH AMENDMENT TO CREDIT AGREEMENT THIS WAIVER AND SIXTH AMENDMENT TO CREDIT AGREEMENT (the "WAIVER AND AMENDMENT"), dated as of November 14, 1997, is entered into by and among WESTERN STAFF SERVICES (USA), INC. (the "BORROWER"), WESTERN...Credit Agreement • January 30th, 1998 • Western Staff Services Inc • Services-help supply services • California
RECITALSAsset Purchase Agreement • August 24th, 1999 • Westaff Inc • Services-help supply services
AGREEMENTCredit Agreement • June 2nd, 1998 • Western Staff Services Inc • Services-help supply services • California
Exhibit 10.11.5 WESTERN STAFF SERVICES, INC. INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN ("IESPP") ENROLLMENT/CHANGE FORMWestern Staff Services Inc • January 31st, 1997 • Services-help supply services
In connection with my voluntary termination of payroll deductions (or an approved leave of absence), I elect the following action regarding my IESPP payroll deductions to date in the current purchase period:
EXHIBIT 10.7.6Western Staff Services Inc • January 31st, 1997 • Services-help supply services • California
CREDIT AGREEMENTCredit Agreement • March 10th, 1998 • Western Staff Services Inc • Services-help supply services • California
SUPPORT AGREEMENT This SUPPORT AGREEMENT is entered into as of March 7th, 2000, among Westaff Acquisition Corp., a Delaware corporation ("WAC"), and the persons listed on Schedule A hereto (each a "STOCKHOLDER", and, collectively, the "STOCKHOLDERS")....Support Agreement • March 10th, 2000 • Westaff Inc • Services-help supply services • New York
EXHIBIT 10.8.16 FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT"), dated as of November 7, 2000, is entered into by and among WESTAFF (USA), INC. ("WSS"), WESTERN MEDICAL SERVICES, INC. ("WMS" and together...Credit Agreement • January 26th, 2001 • Westaff Inc • Services-help supply services • California
WESTERN STAFF SERVICES, INC. EMPLOYEE STOCK PURCHASE PLAN ("ESPP") ENROLLMENT/CHANGE FORM Action Complete Sections: ------ ----------------- -------------- | SECTION 1: | [_] New Enrollment 2, 3, 6, 7 and sign attached -------------- --- ACTIONS Stock...Western Staff Services Inc • November 1st, 1996 • Services-help supply services
In connection with my voluntary termination of payroll deductions (or an approved leave of absence), I elect the following action regarding my ESPP payroll deductions to date in the current purchase period:
Exhibit 10.8.15 FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT"), dated as of December 15, 1999, is entered into by and among WESTAFF (USA), INC. ("WSS"), WESTERN MEDICAL SERVICES, INC. ("WMS" and...Credit Agreement • January 28th, 2000 • Westaff Inc • Services-help supply services • California
EXHIBIT 10.7.3 Form of Addendum to Stock Option Agreement (Involuntary Termination Following a Corporate Transaction) ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • January 31st, 1997 • Western Staff Services Inc • Services-help supply services
EXHIBIT 10.8.10 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT"), dated as of July 23, 1998, is entered into by and among WESTERN STAFF SERVICES (USA), INC. ("WSS"), WESTERN MEDICAL SERVICES, INC. ("WMS"...Credit Agreement • August 25th, 1998 • Western Staff Services Inc • Services-help supply services • California
EXHIBIT 10.11.1 WESTERN STAFF SERVICES, INC. STOCK PURCHASE AGREEMENT I hereby elect to participate in the Employee Stock Purchase Plan (the "ESPP") beginning with the purchase period specified below, and I hereby subscribe to purchase shares of...Stock Purchase Agreement • January 31st, 1997 • Western Staff Services Inc • Services-help supply services
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN WESTERN STAFF SERVICES, INC. AND W. ROBERT STOVER The Employment Agreement by and between Western Staff Services, Inc. ("Employer") and W. Robert Stover ("Employee") is hereby amended as follows effective...Employment Agreement • January 31st, 1997 • Western Staff Services Inc • Services-help supply services
AMONGRecapitalization Agreement and Plan of Merger • March 10th, 2000 • Westaff Inc • Services-help supply services • Delaware
EXHIBIT 99.2Written Compensation Agreement • March 17th, 1998 • Western Staff Services Inc • Services-help supply services
Exhibit 10.16 MUTUAL TERMINATION AND RELEASE AGREEMENT This MUTUAL TERMINATION AND RELEASE AGREEMENT (this "Agreement"), dated as of May 3, 2000, is by and among Westaff Acquisition Corp., a Delaware corporation ("Merger Sub"), Westaff, Inc., a...Mutual Termination and Release Agreement • May 30th, 2000 • Westaff Inc • Services-help supply services • Delaware
AGREEMENT AND PLAN OF MERGER BY AND AMONG KOOSHAREM CORPORATION, SELECT MERGER SUB INC. AND WESTAFF, INC. DATED AS OF JANUARY 28, 2009Agreement and Plan of Merger • February 2nd, 2009 • Westaff Inc • Services-help supply services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 28, 2009 (this “Agreement”), by and among KOOSHAREM CORPORATION, a California corporation doing business as Select Staffing (“Parent”), SELECT MERGER SUB INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and WESTAFF, INC., a Delaware corporation (the “Company”).
THIRD AMENDMENT TO CREDIT AGREEMENT AND ASSUMPTION AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND ASSUMPTION AGREEMENT (the "AMENDMENT AND ASSUMPTION"), dated as of March 31, 1997, is entered into by and among WESTERN STAFF SERVICES, INC. (the...Credit Agreement and Assumption Agreement • August 26th, 1997 • Western Staff Services Inc • Services-help supply services • California
EXHIBIT 99.5Non-Employee Director Stock Option Agreement • March 17th, 1998 • Western Staff Services Inc • Services-help supply services • California
WESTAFF (USA), INC. WESTERN MEDICAL SERVICES, INC.Westaff • August 24th, 1999 • Westaff Inc • Services-help supply services
MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVER AND CONSENT OF GUARANTORSMulticurrency Credit Agreement • June 5th, 2007 • Westaff Inc • Services-help supply services • California
This ELEVENTH AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVER AND CONSENT OF GUARANTORS (this “Amendment”) is dated as of May 24, 2007 and entered into by and among WESTAFF, INC., a Delaware corporation (“Parent”), WESTAFF (USA), INC., a California corporation (“US Borrower”), WESTAFF (U.K.) LIMITED, a limited liability company incorporated under the laws of England and Wales (“UK Borrower”) WESTAFF SUPPORT, INC., a California corporation (“Term Borrower”, and together with US Borrower and UK Borrower, the “Borrowers”), the financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, as agent for the US Revolving Lenders, the Term Lenders and the UK Revolving Lenders (as defined in the Credit Agreement referred to below).
EXHIBIT 10.7.5Western Staff Services Inc • January 31st, 1997 • Services-help supply services • California
TO EMPLOYMENT AGREEMENT BY AND AMONGEmployment Agreement • October 5th, 2004 • Westaff Inc • Services-help supply services
The Employment Agreement effective as of January 14, 2002, by and among Westaff Support, Inc. (the “Company”), Westaff, Inc. (“Westaff”) and Dwight S. Pedersen (the “Executive”) and amended effective June 30, 2003 and June 30, 2004, is hereby further amended as follows, effective upon approval of the applicable resolution of the Primary Committee of the Board of Westaff.
EMPLOYMENT AGREEMENT This Agreement, effective January 1, 1999, is among Western Staff Services (USA), Inc., a California corporation ("Western"), Western Staff Services, Inc. ("WSS"), a Delaware corporation, and Michael K. Phippen ("Phippen")....Employment Agreement • August 25th, 1998 • Western Staff Services Inc • Services-help supply services • California
RETENTION AGREEMENTRetention Agreement • August 21st, 2007 • Westaff Inc • Services-help supply services
This Retention Agreement (hereafter “Agreement”) is hereby entered into by and between Jeffrey A. Elias (hereafter “Elias”) and Westaff, Inc., Westaff (USA), Inc., and Westaff Support, Inc. (hereafter “Westaff”).
MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVER AND CONSENT OF GUARANTORSCredit Agreement • March 7th, 2006 • Westaff Inc • Services-help supply services • California
This EIGHTH AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVER AND CONSENT OF GUARANTORS (this “Amendment”) is dated as of March 1, 2006, and entered into by and among WESTAFF, INC., a Delaware corporation (“Parent”), WESTAFF (USA), INC., a California corporation (“US Borrower”), WESTAFF (U.K.) LIMITED, a limited liability company incorporated under the laws of England and Wales (“UK Borrower”), WESTAFF SUPPORT, INC., a California corporation (“Term Borrower”, and together with US Borrower and UK Borrower, collectively, the “Borrowers”), the financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the “Lenders”) and GENERAL ELECTRIC CAPITAL CORPORATION, as agent for the US Revolving Lenders, the Term Lenders and the UK Revolving Lenders (each as defined in the Credit Agreement referred to below).
FIRST AMENDMENTExecutive Employment Agreement • August 26th, 2008 • Westaff Inc • Services-help supply services
The Executive Employment Agreement effective as of June 1, 2007 by and among Westaff Support, Inc., Westaff (USA), Inc. and Westaff, Inc. (collectively the “Company”),, and Michael T. Willis (“Executive” or “you”) is hereby amended as follows.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2007 • Westaff Inc • Services-help supply services
The Employment Agreement dated November 27, 2006, by and between Westaff Support, Inc., and Jeffrey A. Elias, is hereby amended as follows:
NINTH AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT AND CONSENT OF GUARANTORSMulticurrency Credit Agreement • July 31st, 2006 • Westaff Inc • Services-help supply services • California
This NINTH AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT AND CONSENT OF GUARANTORS (this “Amendment”) is dated as of July 25, 2006, and entered into by and among WESTAFF, INC., a Delaware corporation (“Parent”), WESTAFF (USA), INC., a California corporation (“US Borrower”), WESTAFF (U.K.) LIMITED, a limited liability company incorporated under the laws of England and Wales (“UK Borrower”), WESTAFF SUPPORT, INC., a California corporation (“Term Borrower”, and together with US Borrower and UK Borrower, the “Borrowers”), the financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, as agent for the US Revolving Lenders, the Term Lenders and the UK Revolving Lenders (as defined in the Credit Agreement referred to below).
Westaff e-form Ÿ Westaff e-form Ÿ Westaff e-form Ÿ Westaff e-form Ÿ Westaff e-form Ÿ Westaff e-form Ÿ Westaff e-formWestaff Inc • August 23rd, 2005 • Services-help supply services
Westaff hereby agrees to hire you or continue your employment and you agree to accept employment or continue your employment with Westaff upon the following terms and conditions:
FIRST AMENDMENT TO WESTAFF EMPLOYMENT CONTRACTWestaff Employment Contract • April 26th, 2006 • Westaff Inc • Services-help supply services
The Employment Contract dated March 20, 2006, by and between Westaff (USA), Inc. (“Westaff”) and Matthew G.J. Parker (the “Employment Contract”) is hereby amended as follows:
CREDIT AGREEMENT Dated as of May 17, 2002 among WESTAFF (USA) INC., WESTAFF (CA), INC. WESTAFF LIMITED PARTNERSHIP WESTAFF (U.K.) LIMITED, and WESTAFF SUPPORT, INC. as Borrowers, WESTAFF INC., as a Guarantor THE LENDERS SIGNATORY HERETO FROM TIME TO...Credit Agreement • June 4th, 2002 • Westaff Inc • Services-help supply services • California
This MULTICURRENCY CREDIT AGREEMENT (this “Agreement”), dated as of May 17, 2002 among WESTAFF, INC., a Delaware corporation (“Parent”), WESTAFF (USA), INC., a California corporation (“Westaff USA”), WESTAFF LIMITED PARTNERSHIP, a Delaware limited partnership (“WestLP”), WESTAFF (CA), INC., a California corporation (“WCA” and, with Westaff (USA) and WestLP, are sometime referred to as a “US Borrower” and collectively, the “US Borrowers”) WESTAFF (U.K.) LIMITED, a limited liability company incorporated under the laws of England and Wales (“UK Borrower”) and WESTAFF SUPPORT, INC., a California corporation (“Term Borrower”) (the US Borrower, the UK Borrower and the Term Borrower are sometimes referred as a “Borrower” and collectively, as the “Borrowers”), GENERAL ELECTRIC CAPITAL CORPORATION (in its individual capacity, “GE Capital”), as agent for the US Revolving Lenders, the Term Lenders and the UK Revolving Lenders (each as defined below), as Security Trustee for the UK Revolving Lende
GOVERNANCE AGREEMENTGovernance Agreement • May 1st, 2007 • Westaff Inc • Services-help supply services • Delaware
This Governance Agreement (this “Agreement”), dated as of April 30, 2007, is entered into by and among Westaff, Inc., a Delaware corporation (the “Company”), DelStaff, LLC, a Delaware limited liability company (“DelStaff”), and Michael T. Willis, a natural person and a member of DelStaff (for the purposes of Articles II and IV only) and W. Robert Stover, a natural person (for the purposes of Section 5.3 only).
SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • October 3rd, 2008 • Westaff Inc • Services-help supply services • California
THIS SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENT (this “Agreement”), dated as of September 30, 2008, is entered into by and among the financial institutions identified on the signature pages hereto (collectively, the “Lenders”), U.S. Bank National Association, as administrative agent for the Lenders (in such capacity, the “Agent”), Westaff (USA), Inc., a California corporation (the “Borrower”), and Westaff, Inc., a Delaware corporation and the sole shareholder of the Borrower, as parent guarantor (the “Parent Guarantor”), with reference to the following facts:
