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EX-10.05
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
effective December ___, 1997 (the "Effective Date"), by and between CORPORATE
STAFFING RESOURCES, INC., a Delaware corporation (hereinafter referred to as
"the Company") and T. WAYNE McCREIGHT (hereinafter referred to as "Employee").
W I T N E S S E T H:
WHEREAS, the Company desires to obtain the services of the Employee in the
manner hereinafter specified in its business, thereby retaining for the Company
the benefit of the Employee's business knowledge and experience, and also to
make provisions for the payment of reasonable and proper compensation to the
Employee for such services:
WHEREAS, the Employee is willing to be employed by the Company and to
perform the duties incident to such employment upon the terms and conditions
hereinafter set forth; 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
The Hamilton-Ryker Company, Inc. 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
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
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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 for those business entities listed on Schedule 2(b),
without 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 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
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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:
(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;
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(iv) the Employee hereby agrees that the Company may dismiss him
under this Section 5 by delivery from the 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 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
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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 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
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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 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,
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
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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;
(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
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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 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 unenforceable 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, 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: T. Wayne McCreight
135 Deer Run Drive
Dresden, TN 38225
With a copy to: Martin H. Brinkley
Moore & Van Allen PLLC
100 Hanover Square, Suite 1700
Raleigh, NC 27601
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If to the Company: Corporate Staffing Resources, Inc.
One Michiana Square
100 East Wayne Street, Suite 100
South Bend, IN 46601
Attn: Board of Directors
With a copy to: Paul D. Tosetti, Esq.
Latham & Watkins
633 W. Fifth Street, Suite 4000
Los Angeles, CA 90071-2007
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
Tennessee (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
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 Louisville, Kentucky 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
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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. 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.
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:
________________________________________
T. Wayne McCreight
CORPORATE STAFFING RESOURCES, INC.
By______________________________________
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