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Exhibit 10.02
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
effective May 1, 1998 (the "Effective Date"), by and between CORPORATE STAFFING
RESOURCES, INC., a Delaware corporation (hereinafter referred to as "the
Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (hereinafter referred to as "Employee").
W I T N E S S E T H:
WHEREAS, the Employee has been employed by the Company under the terms
of an Employment Agreement dated December 3, 1997 (the "1997 Agreement"); and
WHEREAS, the Company and the Employee desire to amend and restate the
terms of the Employee's employment with the Company as hereinafter provided in
substitution for the 1997 Agreement; and
WHEREAS, in the course of building the business of the Company and its
Affiliates (as defined in Section 7 hereof), and in his capacity as an officer
thereof, Employee will gain knowledge of the business, affairs, customers and
methods of the Company and its Affiliates, will have access to lists of the
Company's and its Affiliates' customers and their needs, and will become
personally known to and acquainted with the Company's and its Affiliates'
customers, thereby establishing a personal relationship with such customers for
the benefit of the Company.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
1. TERM OF AGREEMENT. The term of this Agreement shall commence on the
Effective Date and terminate on December 31, 2002, unless sooner terminated as
hereinafter provided.
2. DUTIES AND PERFORMANCE.
(a) During the term of this Agreement, Employee shall be
employed by the Company on a full-time basis as President of the
Company's subsidiary Corporate Staffing Resources LLC and shall have
such authority and shall perform such duties consistent with his
position as may be reasonably assigned to him and shall report to the
Chief Executive Officer of the
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Company or any other person designated by the Board of Directors of the
Company (the "Board of Directors"); provided, however, that without the
approval of the Board of Directors, Employee may not, on behalf of the
Company, (A) enter into employment arrangements for the Company's
employees for any fixed term or duration, (B) borrow funds or make
material capital expenditures or commitments, (C) sell common stock or
any other security of the Company or acquire or sell any subsidiary of
the Company, (D) alter or adopt any employee benefit plans, or (E)
adopt or maintain any employee policy or program different from those
of the Company on the Effective Date to the extent the Employee is
knowledgeable with respect to such policy or program. The Company shall
retain full direction and control of the means and methods by which the
Employee performs the above services. Employee shall use all reasonable
efforts to further the interests of the Company and shall devote
substantially all of his business time and attention to his duties
hereunder.
(b) Except with the prior written approval of the Board of
Directors (which the Board of Directors may grant or withhold in their
sole discretion), Employee, during the term of this Agreement or any
renewal thereof, will not (i) accept any other employment, (ii) serve
on the board of directors or similar body of any other business entity,
or (iii) engage, directly or indirectly, in any other business activity
(whether or not pursued for pecuniary advantage) that is or may be
competitive with, or that might place him in a competing position to,
that of the Company or any of its Affiliates.
(c) Employee shall be entitled to be reimbursed in accordance
with the policies of the Company, as adopted and amended from time to
time, for all reasonable and necessary expenses incurred by him in
connection with the performance of his duties of employment hereunder;
provided Employee shall, as a condition of such reimbursement, submit
verification of the nature and amount of such expenses in accordance
with the reimbursement policies from time to time adopted by the
Company.
3. BASE SALARY AND OTHER COMPENSATION.
(a) Base Salary. The Company shall pay to Employee a base
salary at the rate of $150,000 per annum (the "Base
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Salary") through the term of this Agreement as specified in Section 1
hereof, or any renewal thereof, payable semi-monthly on the 15th and
the last day of the month as per the normal pay practices of the
Company (e.g., standard employee deductions such as income tax
withholdings, social security, etc.). The Base Salary shall be reviewed
in connection with Employee's annual performance review and may be
increased in the sole discretion of the Board of Directors.
(b) Incentive Compensation. In addition to the Base Salary,
Employee shall be entitled during the term of this Agreement to
participate in an incentive compensation plan described on Schedule
3(b) developed for Employee (or for Employee and other similarly
situated individuals within the Company), subject to meeting the
requirements set forth in such plan for benefits. The incentive
compensation plan applicable to Employee for calendar year 1998 will be
determined following final approval of the Company's 1998 budget.
4. BENEFITS.
(a) Employee shall be entitled to participate in any employee
benefit plans maintained by the Company for its full time employees.
The Company shall pay or reimburse Employee for one-half (1/2) of the
cost of health insurance for Employee and his dependents. Employee
shall be entitled to four (4) weeks vacation per annum and such
holidays as the Company may establish as Company policy. Nothing
herein, however, is intended or shall be construed to require the
Company to institute or continue all, or any particular, plan or
benefits.
(b) The Company shall provide Employee with an automobile for
business use pursuant to the Company's automobile policy for officers
described on schedule 4(b) and shall pay or reimburse Employee for
automobile expenses actually incurred. Employee shall provide the
Company with records regarding automobile usage in accordance with the
Company's reporting policy.
5. TERMINATION OF AGREEMENT.
(a) Employee's employment hereunder shall or may be
terminated, as the case may be, under the following circumstances:
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(i) the Company may terminate Employee's employment
hereunder for "cause" by delivery of a written notice to
Employee concerning the same. "Cause" shall mean by reason of
any of the following: (A) Employee's conviction of, or plea of
nolo contendere to, any felony or to any crime or offense
causing substantial harm to the Company or any of its
Affiliates (whether or not for personal gain) or involving
acts of theft, fraud, embezzlement, moral turpitude or similar
conduct, (B) Employee's violation of the Company's substance
abuse policy, (C) willful and intentional misuse or diversion
of the Company's or any of its Affiliate's funds,
embezzlement, or fraudulent or willful and material
misrepresentations or concealments on any written reports
submitted to the Company or any of its Affiliates, (D)
material failure to perform the duties of Employee's
employment or his habitual neglect thereof, (E) material
failure to follow or comply with the reasonable and lawful
written directives of the Chief Executive Officer or Board of
Directors of the Company, (F) a material breach by Employee of
the provisions of Section 6 of this Agreement; provided,
however, that in the case of the foregoing clauses (D), (E)
and (F), Employee shall have been informed, in writing, of
such material failure referred to in the foregoing clauses
(D), (E) and (F), respectively, and provided with a reasonable
opportunity to cure such material failure, if such failure is
subject to cure;
(ii) Employee's employment hereunder shall terminate
if, because of a mental or physical disability or infirmity,
Employee is unable to perform the essential functions of such
person's duties, with or without reasonable accommodation, for
a consecutive period of one hundred twenty (120) days or a
non-consecutive period of one hundred twenty (120) days during
any twelve month period, or such other period as may be
required by applicable employment laws; or
(iii) upon the death of Employee;
(iv) the Employee hereby agrees that the Company may
dismiss him under this Section 5 by delivery from the
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Company to Employee of written notice of such dismissal,
without regard (A) to any general or specific policies
(whether written or oral) of the Company relating to the
employment or termination of its employees, or (B) to any
statements made to Employee, whether made orally or contained
in any document, pertaining to Employee's relationship with
the Company. Notwithstanding anything to the contrary
contained herein, including in Section 1 of this Agreement,
the Employee's employment with the Company is not for any
specified term and may be terminated by the Company at any
time, for any reason, with or without cause, without liability
except with respect to the payments provided for by Section
5(b);
(v) the Employee may voluntarily resign his position
and terminate his employment with the Company at any time by
delivery of a written notice of resignation to the Company
(the "Notice of Resignation"). The Notice of Resignation shall
set forth the date such resignation shall become effective
(the "Date of Resignation"), which date shall, in any event,
be no more than thirty (30) days from the date the Notice of
Resignation is delivered to the Company; provided the Company
shall, in its discretion and by sending written notice to
Employee, be entitled to deem the Employee's resignation
effective at any time within such thirty day period, and such
date specified by the Company shall then become the "Date of
Resignation." Notwithstanding any such action by the Company,
Employee's severance and his rights thereunder shall be set as
if the Employee voluntarily resigned; or
(vi) if not terminated sooner pursuant to Sections
5(a)(i) through 5(a)(v) above, the Employee's employment
hereunder shall terminate December 31, 2002; provided,
however, the Company and Employee may elect to extend the term
of Employee's employment pursuant to the terms of this
Agreement and/or enter into a new employment agreement.
(b) In the event of the termination of Employee's employment:
(i) pursuant to Section 5(a)(i) hereof, then as of
the Date of Termination all of the Company's obligations
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hereunder (including, without limitation, the Company's
obligations to pay Employee's Base Salary accruing after the
Date of Termination, and any benefits (except as otherwise
required by applicable law)) other than those obligations
which have accrued but remain unpaid as of the Date of
Termination (such as accrued but unpaid salary, expense
reimbursements, health insurance premiums, retirement plan
contributions, if any, vacation pay, sick pay, etc.), shall
cease;
(ii) pursuant to Section 5(a)(ii) hereof, then as of
the Date of Termination all of the Company's obligations
hereunder (including, without limitation, the Company's
obligations to pay Employee's Base Salary accruing after the
Date of Termination, and any benefits (except as otherwise
required by applicable law)), other than those obligations
which have accrued but remain unpaid as of the Date of
Termination (such as accrued unpaid Base Salary, expense
reimbursements, health insurance premiums, retirement plan
contributions, if any, vacation pay, sick pay, etc.) shall
cease;
(iii) pursuant to Section 5(a)(iii) hereof, then as
of the Date of Termination all of the Company's obligations
hereunder (including without limitation the Company's
obligations to pay Employee's Base Salary accruing after the
Date of Termination, and any benefits (except as otherwise
required by applicable law)), other than those obligations
which have accrued but remain unpaid as of the Date of
Termination (such as accrued but unpaid Base Salary, expense
reimbursements, health insurance premiums, retirement plan
contributions, if any, vacation pay, sick pay, etc.) shall
cease;
(iv) pursuant to Section 5(a)(iv) hereof, then in
such event the Company shall (a) continue to pay Employee's
Base Salary (without offset for any compensation received by
Employee from any subsequent employment by any person, other
than by an Affiliate of the Company or pursuant to a violation
of Section 6 hereof) and to provide for the continuation of
any Company health insurance benefits for which Employee would
be eligible but for such termination on the basis in effect as
of the Date of Termination, subject to the
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Company's right to amend, modify or terminate any such plan,
for a period of two (2) years from the Date of Termination
(provided, that such continuation shall not cause the term of
this Agreement to be extended beyond December 31, 2002), and
(b) pay the earned portion, if any, of any incentive
compensation applicable to Employee through the Date of
Termination;
(v) pursuant to Section 5(a)(v) hereof, then as of
the Date of Termination all of the Company's obligations
hereunder (including, without limitation, the Company's
obligations to pay Employee's Base Salary accruing after the
Date of Termination, and any benefits (except as otherwise
required by applicable law)), other than those obligations
which have accrued but remain unpaid as of the Date of
Termination (such as accrued but unpaid salary, expense
reimbursements, health insurance premiums, retirement plan
contributions, if any, vacation pay, sick pay, etc.) shall
cease; and
(vi) pursuant to Section 5(a)(vi) hereof, then as of
the Date of Termination all of the Company's obligations
hereunder (including, without limitation, the Company's
obligations to pay the Employee's Base Salary accruing after
the Date of Termination, and any benefits (except as otherwise
required by applicable law)), other than those obligations
which have accrued but remain unpaid as of the Date of
Termination (such as accrued but unpaid salary, expense
reimbursements, health insurance premiums, retirement plan
contributions, if any, vacation pay, sick pay, etc.), shall
cease.
(c) "Date of Termination" shall mean (i) if Employee's
employment is terminated pursuant to Section 5(a)(i), the date
specified in the written notice of termination delivered to Employee by
the Company, (ii) if the Employee's employment is terminated pursuant
to Section 5(a)(ii), the date which is (A) the one hundred twentieth
(120th) consecutive day of such inability or (B) the one hundred and
twentieth (120th) day in any twelve (12) month period of such
inability, (iii) if Employee's employment is terminated pursuant to
Section 5(a)(iii), the date of his death, (iv) if Employee's employment
is terminated pursuant to Sections 5(a)(iv), the date specified in the
written notice of termination delivered to Employee by
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the Company, (v) if Employee's employment is terminated pursuant to
Section 5(a)(v), the Date of Resignation, and (vi) if Employee's
employment is terminated pursuant to Section 5(a)(vi), December 31,
2002.
(d) The Employee hereby acknowledges and agrees that all
personal property and equipment furnished to or prepared by the
Employee in the course of or incident to his employment, belongs to the
Company and shall be promptly returned to the Company upon termination
of the Employee's employment hereunder. "Personal Property" includes,
without limitation, all books, manuals, records, reports, notes,
contracts, lists, blueprints, and other documents, or materials, or
copies thereof (including computer files), and all other proprietary
information relating to the business of the Company. Following
termination, Employee will not retain any written or other tangible
material containing any proprietary information of the Company. Upon
termination of Employee's employment hereunder, Employee shall be
deemed to have resigned from all offices and directorships then held
with the Company or any Affiliate.
6. COVENANT NOT TO COMPETE; CONFIDENTIALITY.
(a) Employee acknowledges that in the course of his employment
by the Company he has and will become privy to various economic and
trade secrets and relationships of the Company and its Affiliates.
Therefore, in consideration of this Agreement, Employee hereby agrees
that neither he nor his spouse nor any other member of his immediate
family that resides with him will, directly or indirectly, except for
the benefit of the Company or its Affiliates, or with the prior written
consent of the Board of Directors of the Company, which consent may be
granted or withheld at the sole discretion of the Company's Board of
Directors:
(i) during the Noncompetition Period (as hereinafter
defined) become an officer, director, stockholder, partner,
member, manager, associate, employee, owner, agent, creditor,
independent contractor, co-venturer, consultant or otherwise,
or encourage, counsel, advise or financially assist or support
his spouse or any other member of his immediate family that
resides with him to be or become, or himself be or become
interested in or associated with any person, corporation,
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firm or business engaged in a Staffing Services Business (as
hereinafter defined) in the States of Indiana, Michigan, Ohio,
North Carolina, South Carolina, Tennessee and Mississippi,
and, outside such states, within a radius of fifty (50) miles
from any office, including client on-site offices, operated
during the Noncompetition Period by the Company or any of its
Affiliates (the "Territory"), or in any Staffing Services
Business directly competitive with that of the Company or any
of its Affiliates, or himself engage in such business;
provided, however, that:
(A) nothing herein shall be construed to
prohibit Employee from owning not more than five
percent (5%) of any class of securities issued by an
entity which is subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended,
or which is traded over the counter; and
(B) the foregoing shall not restrict
Employee with respect to businesses, other than
Staffing Services Businesses, engaged in by the
Company or its Affiliates during the Noncompetition
Period unless Employee either is or was substantially
involved in such other businesses of the Company or
such Affiliates or had access to Confidential
Information (as hereinafter defined) with respect to
such other businesses;
(ii) during the Noncompetition Period in the
Territory, solicit, cause or authorize, directly or
indirectly, to be solicited for or on behalf of himself or
third parties, from parties who are, or within the preceding
three hundred sixty (360) days were, customers of the Company
or its Affiliates, any Staffing Services Business transacted
by or with such customer by the Company or its Affiliates;
(iii) during the Noncompetition Period in the
Territory, accept or cause or authorize, directly or
indirectly, to be accepted for or on behalf of himself or for
third parties, any such Staffing Services Business from any
such customers of the Company or its Affiliates;
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(iv) during the Noncompetition Period in the
Territory, solicit, cause or authorize, directly or
indirectly, to be solicited for or on behalf of himself or
third parties, from parties who are, or within the preceding
three hundred sixty (360) days were, customers of the Company
or its Affiliates with whom Employee had business contacts on
behalf of the Company or any of its Affiliates, any Staffing
Services Business or any other business transacted with such
customer by the Company or its Affiliates;
(v) during the Noncompetition Period, use, publish,
disseminate or otherwise disclose, directly or indirectly, any
information heretofore or hereafter acquired, developed or
used by the Company or its Affiliates relating to its business
or the operations, employees or customers of the Company or
its Affiliates which constitutes proprietary or confidential
information of the Company or its Affiliates, including
without limitation, any information contained in any customer
lists, mailing lists and sources thereof, statistical data and
compilations, patents, copyrights, trademarks, trade names,
inventions, formulae, methods, processes, agreements,
contracts, manuals or any other documents (collectively,
"Confidential Information"), but excluding any Confidential
Information which has become part of common knowledge or
understanding or publicly available in the industry or
otherwise in the public domain (other than from disclosure by
Employee in violation of this Agreement); or
(vi) during the Noncompetition Period, in the
Territory,
(A) solicit, entice, persuade or induce,
directly or indirectly, any employee (or person who
within the preceding three hundred sixty [360] days
was an employee) of the Company or its Affiliates or
any other person who is under contract with or
rendering services to the Company or its Affiliates,
to terminate their employment by, or contractual
relationship with, such person or to refrain from
extending or renewing the same (upon the same or new
terms) or to refrain from rendering services to or
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for such person or to become employed by or to enter
into contractual relations with any persons other
than such person or to enter into a relationship with
a competitor of the Company or its Affiliates,
(B) approach any such employee for any of
the foregoing purposes, or
(C) authorize or knowingly approve or assist
in the taking of any such actions by any person other
than the Company or its Affiliates.
(b) For purposes of this Agreement, the term "Noncompetition
Period" shall mean the period commencing on the Effective Date and
ending twenty-four months after the date Employee ceases to be an
officer or employee of the Company or any of its Affiliates for any
reason; provided, however, that if Employee's employment is terminated
pursuant to Section 5(a)(iv) hereof, the term "Noncompetition Period"
shall mean the period commencing on the Effective Date and ending on
the last date on which Employee is entitled to receive any payments
pursuant to Section 5(b)(iv) hereof. Provided further that if Employee
violates any of the provisions of subsection (a), the term of the
Noncompetition Period shall be automatically extended for a like period
of time from the date on which Employee permanently ceases such
violation or from the date of the entry by a court of competent
jurisdiction of a final order of judgment enforcing such provision,
whichever period is later.
(c) For purposes of this Agreement, the term "Staffing
Services Business" shall mean (A) a firm which recruits, trains and/or
tests employees and assigns them to clients (i) to provide staffing
help services for such client to support or supplement the client's
work force in work situations such as employee absences, temporary
skill shortages, seasonal workloads and special assignments and
projects, (ii) to provide staffing help services for such client for
short-term and long-term temporary placement and temporary to permanent
arrangements for the client to eventually hire the service provider as
its own employee, and (iii) to provide permanent individual employees
for permanent employment placement fees, or (B) any of the business
activities described in this subsection (c).
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(d) The invalidity or non-enforceability of this Section 6 in
any respect shall not affect the validity or enforceability of this
Section 6 in any other respect or of any other provisions of this
Agreement. In the event that any provision of this Section 6 shall be
held invalid or unenforceable by a court of competent jurisdiction by
reason of the geographic or business scope or the duration thereof,
such invalidity or unenforceability shall attach only to the scope or
duration of such provision and shall not affect or render invalid or
unenforce able any other provision of this agreement, and, to the
fullest extent permitted by law, this Agreement shall be construed as
if the geographic or business scope or the duration of such provision
had been more narrowly drafted so as not to be invalid or
unenforceable.
(e) Employee acknowledges that the Company's remedy at law for
any breach of the provisions of this Section 6 is and will be
insufficient and inadequate and that the Company shall be entitled to
equitable relief, including by way of temporary restraining order,
temporary injunction, and permanent injunction, in addition to any
remedies the Company may have at law. If either party files suit to
enforce or to enjoin the enforcement of any of the provisions of this
Section 6, the Company shall be entitled to recover, in addition to all
other damages or remedies provided for herein, all of its costs
incurred in prosecuting or defending such suit, including reasonable
attorneys' fees, if the Company prevails in such suit.
(f) The provisions of this Section 6 shall survive termination
of this Agreement.
7. FINANCIAL REPORTING. During the term of this Agreement the Company
will furnish Employee, as soon as available after the end of each monthly
accounting period, an internal consolidated financial report of the Company.
8. AFFILIATES. As used in this Agreement, "Affiliates" shall mean any
partnership, joint venture, limited liability company or corporation that,
directly or indirectly through one or more intermediaries Controls, or is
Controlled by, or is under common Control with, the Company. The term "Control"
includes, without limitation, the possession, directly or indirectly, of the
power to direct the management and policies of a corporation, partnership,
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joint venture or limited liability company, whether through the ownership of
voting securities, by contract or otherwise.
9. NOTICE. For the purposes of this Agreement, notices, demands and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when personally delivered, when
transmitted by telecopy with receipt confirmed, or one day after delivery to an
overnight air courier guaranteeing next day delivery, addressed as follows:
If to Employee: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Company:Corporate Staffing Resources, Inc.
One Michiana Square
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Board of Directors
With a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
10. DIVISIBILITY OF AGREEMENT. In the event that any term, condition or
provision of this Agreement is for any reason rendered void, all remaining
terms, conditions and provisions shall remain and continue as valid and
enforceable obligations of the parties hereto.
11. CHOICE OF LAW. This Agreement shall be construed, interpreted and
the rights of the parties determined in accordance with the laws of the State of
Indiana (without reference to the choice of law provisions of such State's law),
except with respect to matters of law concerning the internal corporate affairs
of any corporate entity which is a party to or the subject of this
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Agreement, and as to those matters of the law of the jurisdiction under which
the respective entity derives its powers shall govern.
12. ARBITRATION. Notwithstanding anything herein to the contrary, in
the event that there shall be a dispute among the parties arising out of or
relating to this Agreement or the breach thereof, other than Section 6, the
parties agree that such dispute shall be resolved by final and binding
arbitration in Chicago, Illinois administered by the American Arbitration
Association ("AAA"), in accordance with AAA's Commercial Arbitration Rules then
in effect. Depositions may be taken and other discovery may be obtained during
such arbitration proceedings to the same extent as authorized in civil judicial
proceedings. Any award issued as a result of such arbitration shall be final and
binding between the parties thereto, and shall be enforceable by any court
having jurisdiction over the party against whom enforcement is sought. The fees
and expenses of such arbitration (including reasonable attorneys' fees) or any
action to enforce an arbitration award shall be paid by the party that does not
prevail in such arbitration.
13. LIMITATION ON LIABILITIES. If Employee is awarded any damages as
compensation for any breach or action related to this Agreement, a breach of any
covenant contained in this Agreement (whether express or implied by either law
or fact), or any other cause of action based in whole or in part on any breach
of any provision of this agreement, such damages shall be limited to contractual
damages and shall exclude (i) punitive damages, and (ii) consequential and/or
incidental damages (e.g., lost profits and other indirect or speculative
damages). The maximum amount of damages that Employee may recover for any reason
shall be the amount equal to all amounts owed (but not yet paid) to Employee
pursuant to this Agreement through its natural term or through any period for
which severance is due pursuant to Section 5(b) hereof.
14. COMPLETE AGREEMENT. This Agreement contains the entire
understanding of the parties with respect to the employment of Employee and
supersedes all prior arrangements or understandings with respect thereto and all
oral or written employment agreements or arrangements between the Company (and
any of its subsidiaries) and Employee including the 1997 Agreement. This
Agreement may not be altered or amended except by a writing, duly executed by
the party against whom such alteration or amendment is sought to be enforced.
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15. ASSIGNMENT. This Agreement is personal and non-assignable by
Employee. It shall inure to the benefit of any corporation or other entity with
which the Company shall merge or consolidate or to which the Company shall lease
or sell all or substantially all of its assets and may be assigned by the
Company to any Affiliate of the Company or to any corporation or entity with
which such Affiliate shall merge or consolidate or which shall lease or acquire
all or substantially all of the assets of such Affiliate; provided that as a
condition to such sale of assets or merger, the purchaser or surviving company,
as the case may be, shall have assumed the obligations of the Company under this
Agreement.
16. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be an original and all of which together shall constitute one and
the same instrument.
17. EMPLOYEE'S ACKNOWLEDGMENT. Employee acknowledges (a) that he has
consulted with or has had the opportunity to consult with independent counsel of
his own choice concerning this Agreement and has been advised to do so by the
Company, and (b) that he has read and understands the Agreement, is fully aware
of its legal effect, and has entered into it freely based on his own judgment.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement in multiple counterparts as of the day and year first above written.
EMPLOYEE:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
CORPORATE STAFFING RESOURCES, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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