NATIONWIDE STAFFING, INC.
INTRODUCTION AGREEMENT
This Introduction Agreement (the "Agreement") is by and among Nationwide
Staffing, Inc. ("Nationwide"), Warren L. Williams, W. Sherman Adcock ("Adcock")
and Jerry L. Hyde ("Hyde") (Williams, Adcock and Hyde being hereinafter referred
to collectively as the "Introducers"), which parties agree as follows:
INTRODUCTION. Upon the consummation of an underwritten initial public
offering of Nationwide's securities (the "IPO"), Nationwide will be in the
business of providing comprehensive staffing solutions to businesses,
professional and service organizations and governmental agencies. As part of its
business strategy, Nationwide intends to expand through the acquisition of
temporary staffing, permanent placement, human resource consulting and staff
leasing companies (individually, the "Staffing Company" and collectively, the
"Staffing Companies"). Nationwide desires to have the Introducers identify
Staffing Companies in order to determine whether the Staffing Companies may be
interested in discussing the possibility of being acquired by Nationwide and, if
so, on what terms. Any such Staffing Company identified by the Introducers and
subsequently acquired by Nationwide with the assistance of the Introducers shall
be referred to as an "Acquisition." Nationwide shall have the first right of
refusal to consider an acquisition or other arrangement with any Staffing
Company identified by Introducers.
The Introducers are independent contractors and are not agents, employees,
or representatives of Nationwide. The Introducers have no power or authority to
bind or commit Nationwide in any way, including, without limitation, with
respect to any Acquisition. Nationwide shall have complete discretion as to each
Acquisition and the acquisition consideration and terms thereof.
2. INTRODUCERS' FEE. Beginning immediately after the consummation of the
IPO and continuing until the second anniversary thereof (the "Termination Date")
in consideration for the services to be rendered by the Introducers, if
Nationwide consummates any Acquisition for cash or by means of a merger or any
other business combination, the Introducers shall be jointly entitled to a cash
fee equal to the following (the "Fee"):
5% of the total Gross Aggregate Consideration up to $1,000,000;
plus 4% of the total Gross Aggregate Consideration from $1,000,000,00 to
$2,000,000;
plus 3% of the total Gross Aggregate Consideration from $2,000,000 to
$3,000,000;
plus 2% of the total Gross Aggregate Consideration from $3,000,000 to
$4,000,000;
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plus 1% of the total Gross Aggregate Consideration in excess of
$4,000,000.
The Fee shall be payable in cash at the time an Acquisition is consummated but
it shall be reduced by the aggregate amount of Monthly Advances (as hereinafter
defined) that have not been repaid or earned by the Introducers. For purposes
hereof, "Gross Aggregate Consideration" means everything paid or payable by
Nationwide to the other party in an Acquisition, including but not limited to
cash, assets, securities, promissory notes, earnouts, interest bearing long-term
liabilities that are expressly assumed by Nationwide as a primary obligation of
Nationwide, covenants not to compete, consulting agreements, bonuses and any
other economic benefits, rights or property, including payments contingent on
future events or considerations. The Fee shall be payable at the time the
Acquisition is consummated. If the Acquisition is not consummated, the
Introducers shall not be entitled to any consideration for their services
relating to the Acquisition.
3. INTRODUCERS' MONTHLY ADVANCE. Beginning immediately after the
consummation of the IPO and continuing until the Termination Date, the
Introducers shall be paid jointly an aggregate of $30,000 per month on the first
day of each month (the "Monthly Advance") as an advance against any Fees that
may be earned pursuant hereto. However, if on the Termination Date the
Introducers have received more in Monthly Advances than Fees, the excess of the
aggregate Monthly Fees that have not been repaid or earned over the Fees must be
returned to Nationwide within 30 days, and will be a joint and several
obligation of the Introducers. Notwithstanding anything herein to the contrary,
the aggregate sum of the Monthly Advances at any time outstanding shall not
exceed $90,000.
4. TIME TO BE SPENT. It is acknowledged that the Introducers are and will
be engaged in other business activities and they will continue such activities
during the term of this Agreement and they shall not be restricted by Nationwide
from engaging in other business activities. However, the Introducers agree that
during the term of this Agreement services will be provided to Nationwide that
will be at least equal to approximately the time spent by one person working
full-time and such time will be spent from a combination of the efforts of the
Introducers.
5. CONFIDENTIALITY. The Introducers, jointly and severally, agree that
they will not at any time during and for two years after the Termination Date
use for their own benefit, copy, reveal, disclose, divulge or make known or
available in any manner to any person, firm, corporation or other entity
(whether or not the Introducers receive any benefit therefrom), any information
and documentation whatsoever which has been disclosed or made
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available by Nationwide or the Staffing Companies to the Introducers.
6. INJUNCTIVE RELIEF. The Introducers acknowledge that compliance with
this Agreement is necessary to protect the interests of Nationwide and that a
breach of this Agreement will give rise to irreparable and continuing injury to
Nationwide which is not adequately compensable in monetary damages or at law.
Accordingly, the Introducers, jointly and severally, agree that Nationwide, its
successors and/or assigns may obtain injunctive and other equitable relief
against the breach or threatened breach of the foregoing provisions, in addition
to any other legal remedies which may be available. If Nationwide or its
successors in interest shall make application to a court of competent
jurisdiction for injunctive relief to enforce this Agreement, the Introducers
waive, to the greatest extent permissible, any requirement that Nationwide post
bond or other security as a precondition to an injunction, whether temporary or
permanent.
7. RETURN OF DOCUMENTS. If Nationwide notifies the Introducers that it has
decided not to proceed with negotiations regarding an Acquisition, Nationwide
shall deliver to the Introducers all records, notes, data, memoranda, including
all copies and/or extracts therefrom, that are in its possession or under
control relating to such Acquisition.
8. ARBITRATION. Any dispute between Nationwide and the Introducers arising
out of or related to this Agreement or breach thereof, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. The arbitration shall be conducted by three neutral arbitrators who
sit in Houston, Texas. Any award made by such arbitrators shall be binding and
conclusive for all purpose thereof, may include injunctive relief, as well as
orders for specific performance and may be entered as a final judgment in any
court of competent jurisdiction. No arbitration arising out of or relating to
this Agreement shall include, by consolidation or joinder or in any other
manner, parties other than Nationwide or the Introducers and other persons
substantially involved in common question of fact or law whose presence is
required if complete relief is to be afforded in arbitration. The cost and
expenses of such arbitration shall be borne in accordance with the determination
of the arbitrators and may include reasonable attorneys' fees. Each party hereby
further agrees that service of process may be made upon it by registered or
certified mail or personal service at the address provided for herein.
9. MISCELLANEOUS.
9.1 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof. This Agreement
supersedes all letters, memoranda
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and term sheets previously prepared in connection with the negotiations
surrounding the execution of this Agreement. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any third party any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
9.2 NOTICES. Any notices permitted or required to be given under the
terms of this Agreement shall be in writing and shall be deemed given if
delivered to the party to be notified at the address specified below, by first
class mail, overnight courier or fax with hard copy being sent by first class
mail or overnight courier. Such notice shall be deemed received 24 hours after
it is sent via fax (with receipt confirmed) or overnight courier. Any notice
given in any other manner shall be effective only if and when received.
The Introducers: Warren L. Williams
5811 Olympia Fields
Houston, Texas 77069
Telephone No.: (281) 893-3277
W. Sherman Adcock
12007 West Morgan Drive
Houston, Texas 77065
Telephone No.: (281) 469-2764
Jerry L. Hyde
1425 Nantucket, Unit F
Houston, Texas 77057
Telephone No.: (713) 783-1138
The Company: Nationwide Staffing, Inc.
600 Travis
Suite 6200
Houston, Texas 77002
Attention: Chief Executive Officer
Telephone No.: (713) 223-7750
Facsimile No.: (713) 223-7747
The address of any party may be changed by notice given in the manner provided
in this Section 9.2.
9.3 GOVERNING LAW. THE VALIDITY, CONSTRUCTION AND ENFORCEMENT OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING
EFFECT TO CHOICE OF LAWS OR CONFLICTS OF LAWS PRINCIPLES.
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9.4 SEVERABILITY. If a provision of this Agreement is declared
unenforceable by a court of last resort, such provision shall be enforced to the
greatest extent permitted by law, and such declaration shall not affect the
validity of any other provision of this Agreement.
9.5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties contained herein shall survive the execution and delivery of this
Agreement.
9.6 AMENDMENTS AND WAIVERS. This Agreement may be amended by a written
instrument designated as an "amendment" to this Agreement and signed by the
parties hereto. The observance of any term of this Agreement may be waived
(either generally or in a particular instance either retroactively or
prospectively) by a written instrument signed by the person waiving such
observance.
9.7 MULTIPLE COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original but all of which shall
be deemed one instrument.
9.8 AGREEMENT AMONG INTRODUCERS. Without limiting the Introducers' joint
and several obligations to Nationwide, as among themselves, the Introducers
agree that they shall share and be paid Fees and Monthly Advances in the
following proportions:
Williams -- 33-1/3%;
Adcock -- 33-1/3%; and Hyde -- 33-1/3%.
The parties have executed this Agreement on the 10th day of September
1997.
NATIONWIDE:
Nationwide Staffing, Inc.
By:/s/ LARRY E. DARST
Larry E. Darst,
Chief Executive Officer
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INTRODUCERS:
/s/ WARREN L. WILLIAMS
Warren L. Williams
W. Sherman Adcock
/s/ JERRY L. HYDE
Jerry L. Hyde