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Exhibit 10.27
STAFFMARK
NONQUALIFIED 401(K) PLAN
TABLE OF CONTENTS
Page
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Article 1. Establishment and Purpose........................................1
1.1 Establishment...............................................1
1.2 Purpose.....................................................1
Article 2. Definitions and Construction......................................2
2.1 Definitions.................................................2
2.2 Gender and Number...........................................4
Article 3. Eligibility and Participation.....................................5
3.1 Eligibility.................................................5
3.2 Participation; Classification of Participants...............5
3.3 Active Participation........................................6
Article 4. Contributions.....................................................7
4.1 Participant Contributions...................................7
4.2 Matching Contributions......................................7
4.3 Contribution Elections......................................7
4.4 Special Provisions Relating to Change of Employment Status..7
Article 5. Payment of Benefits..............................................10
5.1 Time of Payments...........................................10
5.2 Designation of Form of Payments............................10
5.3 Death Benefit..............................................11
5.4 Loans......................................................11
5.5 Hardship Withdrawal........................................11
5.6 Withholding of Taxes.......................................11
Article 6. Accounts; Credited Earnings......................................12
6.1 Participant Accounts.......................................12
6.2 Adjustment of Accounts; Account Balances...................12
6.3 Credited Earnings..........................................13
6.4 Vesting....................................................13
6.5 Account Statements.........................................14
Article 7. Administration of the Plan.......................................15
7.1 Administration.............................................15
7.2 Rules; Claims Review Procedures............................15
7.3 Finality of Determinations.................................15
7.4 Indemnification............................................15
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Article 8. Funding..........................................................16
8.1 Funding....................................................16
Article 9. Amendment; Termination; Merger...................................17
9.1 Amendment and Termination..................................17
9.2 Merger, Consolidation or Sale of Assets....................17
Article 10. Adoption Procedure..............................................18
10.1 Adoption Procedure.........................................18
10.2 Withdrawal of Participating Affiliate......................18
Article 11. General Provisions..............................................19
11.1 Nontransferability.........................................19
11.2 No Guaranty................................................19
11.3 Binding on Employer, Employee, and Their Successors........19
11.4 Incompetency...............................................19
11.5 Severability...............................................20
11.6 Applicable Law.............................................20
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STAFFMARK
NONQUALIFIED 401(K) PLAN
(Effective May 1, 1998)
Article 1. Establishment and Purpose
1.1 Establishment. STAFFMARK, INC. ("Company") hereby establishes,
effective May 1, 1998, a nonqualified savings plan for a select group of
management and highly compensated employees ("Plan").
1.2 Purpose. The Company maintains a tax-qualified defined contribution
plan known as the Staffmark 401(k) Savings Plan (hereinafter referred to as the
"401(k) Savings Plan"). Under the terms of the 401(k) Savings Plan, before-tax
contributions and matching contributions made on behalf of a participant are
restricted by the limitations imposed by Sections 401(a)(17), 401(k), 401(m),
402(g), and 415 of the Internal Revenue Code of 1986, as amended ("Code"), as
well as additional restrictions on such contributions imposed to help satisfy
such Code limitations. Such limitations are hereinafter referred to as
"Code/Plan Limitations". It is the intent of this Plan to provide current
benefits that are reasonably comparable to those an eligible employee would be
able to receive under the 401(k) Savings Plan if it were not for the Code/Plan
Limitations. This Plan is unfunded and is maintained by the employer primarily
for the purpose of providing deferred compensation for a select group of
management or highly compensated employees.
Article 2. Definitions and Construction
2.1 Definitions. Whenever used in the Plan, the following terms shall
have the meaning set forth below unless otherwise expressly provided:
(a) "Account" means the record keeping account which is maintained in
the name of a Participant to account for any Contributions and Credited Earnings
which may be credited to his Account from time to time, and which consists of
the sum of the following subaccounts:
(1) "Matching Contribution Account" means that portion of
the Participant's Account which represents the
Matching Contributions made on his behalf by an
Employer under Article 4 and any Credited Earnings;
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(2) "Participant Contribution Account" means that portion
of such Participant's Account which represents
Participant Contributions made on behalf of such
Participant under Article 4 and any Credited
Earnings.
(b) "Affiliate" means a corporation or non-corporate entity which the
Committee determines to be an affiliated entity of the Company.
(c) "Beneficiary" means the person or persons designated by a
Participant under the Plan to receive the Participant's benefits under the Plan
in the event of his death. If no Beneficiary is named, the Participant's spouse
shall be the Beneficiary. If the Participant is not survived by a spouse and no
Beneficiary is named, the Participant's estate shall be the Beneficiary.
(d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(e) "Code/Plan Limitations" means limitations on Contributions imposed
by Code Sections 401(a)(17), 401(k), 401(m), 402(g), and 415, as well as
additional restrictions imposed under the 401(k) Savings Plan which limit
Participant contributions.
(f) "Committee" means the Plan Administration Committee which is
responsible for administering the Plan, as provided in Section 7.1.
(g) "Company" means Staffmark, Inc., and any successors thereto, as
provided in Section 9.2.
(h) "Compensation" means a Participant's "Compensation" as defined in
the 401(k) Savings Plan for purposes of making before-tax contributions;
provided, however, that (i) in lieu of the dollar amount limitation of Code
Section 401(a)(17), the limit shall be $250,000; (ii) any income from the
Employer deferred with respect to the Plan Year under this Plan or any other
plan of deferred compensation shall be included in "Compensation"; and (iii) any
distributions from such plans are excluded from "Compensation".
(i) "Contributions" means the Contributions provided for pursuant to
Article 4, which shall include the following types of Contributions:
(1) "Participant Contributions," as described in Section 4.1;
and
(2) "Matching Contributions," as described in Section 4.2.
(j) "Credited Earnings" means the earnings or loss amounts credited to
a Participant's Account, as provided in Section 6.3.
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(k) "Eligible Employee" means an Employee of the Company or an
Affiliate who is a member of a select group of highly compensated employees or
key management and who is designated by the Committee as eligible to participate
in the Plan. Section 3.1 provides additional information about Eligible
Employees.
(l) "Employee" means an individual who is a common law employee of the
Company or an Affiliate.
(m) "Employer" means the Company and any other employing entity which
is an Affiliate and which adopts the Plan in accordance with Section 10.1.
(n) "401(k) Savings Plan" means the Staffmark 401(k) Plan as amended
from time to time.
(o) "Participant" means an Eligible Employee who has become a
Participant under the Plan, as described in Section 3.2.
(p) "Plan" means the Staffmark Nonqualified 401(k) Plan as set forth
herein, and as it may be amended from time to time.
(q) "Plan Year" means the 12-month period beginning each January 1 and
ending on December 31 of such year, except the first Plan Year, which shall
begin on May 1, 1998, and end on December 31, 1998.
2.2 Gender and Number. Except when otherwise indicated by the context,
any masculine terminology when used in the Plan shall also include the feminine
gender, and the definition of any term in the singular shall also include the
plural.
Article 3. Eligibility and Participation
3.1 Eligibility. Each Employee who is designated by the Committee as an
Eligible Employee shall be eligible to participate in the Plan, and may become a
Participant in the Plan as described in Section 3.2. All determinations as to an
Employee's status as an Eligible Employee shall be made by the Committee, whose
determinations shall be final and binding on all Employees. The Committee shall
provide each Eligible Employee with notice of his status as an Eligible
Employee, so as to permit such Eligible Employee the opportunity to make the
contribution elections provided for under Article 4. Such notice may be given at
such time and in such manner as the Committee may determine from time to time.
3.2 Participation; Classification of Participants. Each Eligible
Employee may become a Participant under the Plan by electing to become an
"Active Participant" as provided in Section 3.3. Such Eligible Employee shall
continue as a Participant under the Plan so long as there is a balance credited
to his Account under the Plan. There shall be two classifications of
Participants under the Plan, as follows:
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(a) "Active" Participant - A Participant shall be an "active"
Participant under the Plan at all times when he is both satisfying the
requirements of Section 3.3 and he is a Participant with a balance credited to
his Account.
(b) "Inactive" Participant - A Participant shall be an "inactive"
Participant under the Plan during all periods when he has a balance credited to
his Account and he is not an Eligible Employee. This classification shall
include, without limitation, an Employee other than an Eligible Employee who has
a balance credited to his Account.
The term "Participant" shall refer to both active and inactive
Participants, unless a Participant is separately identified by participation
classification.
3.3 Active Participation. An Eligible Employee may elect to become an
"Active Participant" under the Plan by filing election(s) to make Participant
Contributions under this Plan in accordance with Article 4. Such Eligible
Employee shall become an Active Participant under this Plan on the date such
election becomes effective, and such Eligible Employee shall remain an Active
Participant under this Plan during such times as such election is in effect. As
provided in Article 4, only Active Participants shall be eligible to receive
Participant Contributions and Matching Contributions under the Plan.
Article 4. Contributions
4.1 Participant Contributions. For each Plan Year, each Active
Participant may elect to reduce his Compensation by any whole percentage of not
less than 1 percent and not exceeding thirty percent (30%) for any pay period
for which his election is in effect, and to have the amounts by which his
Compensation is so reduced deemed to be contributed on his behalf by his
Employer as Participant Contributions under the Plan. These contributions shall
be referred to as "Salary Deferral Contributions." All elections with respect to
Salary Deferral Contributions shall be made in accordance with the provisions of
Sections 4.3 and 4.4.
4.2 Matching Contributions. For each Plan Year, each Employer shall
allocate deemed Matching Contributions on behalf of each Active Participant
employed by such Employer in an amount equal to 50% of the Participant's Salary
Deferral contributions up to 6% of Compensation, subject to a maximum matching
contribution of $5,000 per Plan Year.
4.3 Contribution Elections. All elections to make Participant
Contributions as provided for under Section 4.1 shall be made on a contribution
election form as prescribed by the Committee. All such contribution elections
must be made before December 31 for the following Plan Year, and shall become
irrevocable for the subject Plan Year once the Plan Year has commenced. Once a
Participant has made an election, the Committee may allow the election to
continue for subsequent
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periods, provided that (1) the Participant shall be given notice of his ability
to change or revoke his election by each December 31 for the following Plan Year
and (2) once the Plan Year begins, the election is irrevocable for the Plan
Year. Only Eligible Employees are eligible to file contribution election forms
as provided for in this Section 4.3, and inactive Participants are not eligible
to file such forms.
4.4 Special Provisions Relating to Change of Employment Status. As
provided in Sections 4.1, 4.2, and 4.3, only Eligible Employees are eligible to
make Participant Contributions elections and receive allocations of Matching
Contributions. The provisions of this Section 4.4 shall apply where an Eligible
Employee has a change of employment status during a Plan Year, as described
below:
(a) New Eligible Employee. If an individual first becomes an Eligible
Employee during a Plan Year, he shall be permitted to make a Participant
Contribution election for the remaining payroll periods of such Plan Year. To
make such election, the Eligible Employee must file the appropriate contribution
election form with the Committee no later than 30 days after the date on which
he became such an Eligible Employee, and such election shall remain in effect
for each payroll period beginning after the date he files such form and
beginning within the subject Plan Year. The maximum Participant Contributions
which may be made for such an Active Participant shall be determined as provided
in Section 4.1 based on Compensation for payroll periods after his deferral
election becomes effective. A contribution election as described in this Section
4.4 shall become irrevocable when the appropriate form is filed with the
Committee. Except where specifically provided in this Section 4.4(a), the
remaining provisions of this Article 4 relating to contribution elections shall
apply to elections under this Section 4.4(a).
(b) Cessation of Status as Eligible Employee. If an Eligible Employee
with a contribution election in effect for a particular Plan Year shall cease to
be an Eligible Employee during such Plan Year, but remain an Employee, his
applicable contribution election shall remain in effect for the balance of such
Plan Year, or until the date he ceases to be an Employee, if earlier. In any
case where an Eligible Employee has any contribution election in effect for a
Plan Year, and he terminates employment as an Employee during such Plan Year,
any contribution election in effect for such Plan Year shall cease with the
close of the payroll period in which he terminates employment, and any
contribution election in effect for such Plan Year shall be void with respect to
any Compensation awarded during the remainder of the Plan Year and after his
termination of employment. The provisions in the next preceding sentence only
relate to the discontinuance of the contribution elections for
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the remainder of the Plan Year in which the Employee terminates employment.
Amounts deferred under any such election prior to its discontinuance shall be
payable as provided in Article 5.
Article 5. Payment of Benefits
5.1 Time of Payments. A Participant shall become eligible to receive a
distribution of his vested interest in his Account under the Plan as soon as
administratively feasible after the date the Participant terminates employment
with the Company and all of its Affiliates. All amounts in the Participant's
Account which have not been paid as of the Participant's death shall be paid to
his Beneficiary. Except as provided in this section, Section 5.3, Section 5.5,
and Sections 9.1 and 9.2, no distributions shall be permitted to a Participant.
5.2 Designation of Form of Payments. At the time of initial
participation, each Participant shall make an election as to the form of payment
of all amounts thereafter credited his Account. In making such designation, the
Eligible Employee may designate payment in the form of a single lump sum payment
or payment in the form of annual installment payments payable for not less than
two but not more than fifteen (15) years. The single lump sum payment shall be
paid on the date determined under Section 5.1. Annual installment payments shall
be paid on the date determined in Section 5.1 and subsequent anniversaries of
such date.
If for any reason the Eligible Employee fails to make an effective
designation under this Section 5.2, payment of his account shall be made in the
form of a single lump sum payment on the date determined in accordance with
Section 5.1.
A Participant who has not terminated employment may change the form of
distribution to a different permissible form of election at any time; provided,
however, that for the change in election to be effective, it must have been on
file with the Committee for at least one (1) year before termination of
employment. If a Participant changes the form of distribution and subsequently
becomes entitled to a distribution in less than one year, the change shall be
disregarded, and distribution shall be made under the previous form elected.
5.3 Death Benefit. If a Participant shall die with a balance credited
to his account, the vested balance shall be paid to his Beneficiary. All amounts
shall be payable in the form of a single sum payment within thirty (30) days
after proof of death is provided to the Committee.
5.4 Loans. A Participant shall not be permitted to borrow from his
Account.
5.5 Hardship Withdrawal. A Participant may request a withdrawal from
the Participant's Account in the event of a severe financial hardship. The
Committee shall have sole discretion as to whether to grant a hardship request.
The
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amount of the distribution will be limited to an amount necessary to satisfy
the Participant's severe financial hardship. The term "severe financial
hardship" means an unforeseeable event resulting from a sudden and unexpected
illness or accident of the Participant or dependent, the loss of property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the Participant's control, which the Participant
cannot satisfy through available or attainable assets. A severe financial
hardship does not include the need to send a child to college or the desire to
purchase a home. The Committee will evaluate the facts and circumstances of each
hardship request. Any Participant for whom the hardship request is granted will
receive a single lump sum payment as soon as practicable following the
Committee's determination that a severe financial hardship has been occurred.
5.6 Withholding of Taxes. The Employer shall have the right to deduct
from all payments made under the Plan any Federal, state or local taxes required
by law to be withheld with respect to such payments.
Article 6. Accounts; Credited Earnings
6.1 Participant Accounts. The Committee shall maintain, or cause to be
maintained, a bookkeeping Account for each Participant for the purpose of
accounting for the Participant's beneficial interest under the Plan, which
interest is attributable to Contributions and any Credited Earnings credited to
such Participant under the Plan, as adjusted to reflect charges against such
Account. The Account maintained for each Participant shall consist of his
Participant Contribution Account and his Matching Contribution Account.
In addition to the foregoing bookkeeping subaccounts maintained for
such Participant, the Committee shall maintain, or cause to be maintained, such
other accounts, subaccounts, records or books as it deems necessary to properly
provide for the maintenance of Accounts under the Plan, and to carry out the
intent and purposes of the Plan. The combination of the accounts for the
Participant's Participant Contribution Account and Matching Contribution
Account, as applicable, shall comprise the Participant's Account under the Plan.
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6.2 Adjustment of Accounts; Account Balances. Each Participant's
Account shall be adjusted to reflect all Contributions credited to his Account,
all Credited Earnings credited to his Account, and all benefit payments charged
to his Account. A Participant's elected Participant Contributions under Section
4.1 shall be credited to the Participant's Account as of the date on which the
amount which is being deferred would have become payable to the Participant in
the absence of the subject contribution election, and Matching Contributions
under Section 4.2 shall be credited to the Participant's Account as of the date
on which matching contributions under the 401(k) Savings Plan with respect to a
Plan Year are credited to accounts thereunder.
Credited Earnings on the balances in a Participant's Participant
Contribution Account and Matching Contribution Account shall be credited to such
Accounts as provided in Section 6.3. Charges to a Participant's Account to
reflect benefit payments under the Plan shall be made as of the date of any such
payment. As of any relevant date, the balance standing to the credit of a
Participant's Account, and each separate subaccount comprising such Account,
shall be the respective balance in such Account and the component subaccounts as
of the close of business on such date, and after all applicable credits and
charges have been posted through such date.
6.3 Credited Earnings. Each Participant shall be credited with Credited
Earnings on the balances in his Participant Contribution Account and his
Matching Contribution Account, and the crediting thereof shall be made to and by
reference to the subaccount balances in such Accounts. Such Credited Earnings
shall be credited to such Accounts on a daily basis. The amount of credited
Earnings shall be the amount which would have been credited had the Accounts
been invested in the funds available for investment in the 401(k) Savings Plan,
based on the percentages elected by the Participant in a manner provided by the
Committee. The percentages may be changed as often as each day. Changes shall be
effective as soon as the Committee has a reasonable opportunity to process the
election.
The Committee shall make all determinations with respect to the
crediting of such Credited Earnings to Accounts, and such determinations shall
be final and binding on all interested parties.
6.4 Vesting. A Participant shall have a fully vested and nonforfeitable
beneficial interest in the balance standing to the credit of his Participant
Contribution Account as of any relevant date. A Participant's Matching
Contribution Account shall be subject to the same vesting provisions as any
employer matching contribution under the 401(k) Savings Plan, including any
provisions which accelerate vesting upon the occurrence of a specified event. If
a Participant terminates
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employment with the Employer prior to becoming 100% vested in his Matching
Contribution Account, the unvested amounts shall be forfeited.
All benefits are subject to the conditions and limitations as provided
in the Plan.
6.5 Account Statements. The Committee shall provide each Participant
with a statement of the status of his Account under the Plan. The Committee
shall provide such statement annually or at such other times as the Committee
may determine from time to time, and such statement shall be in the format as
prescribed by the Committee.
Article 7. Administration of the Plan
7.1 Administration. The Plan shall be administered by the Plan
Administration Committee ("Committee"). The members of the Committee shall be
appointed by the Board from time to time. A majority of the members of the
Committee shall constitute a quorum and the acts of a majority of the members
present, or acts approved in writing by a majority of the members without a
meeting, shall be the acts of the Committee. The Committee shall have that
authority which is expressly stated in the Plan as vested in the Committee, and
authority to make rules to administer and interpret the Plan, to decide
questions arising under the Plan, and to take such other action as may be
appropriate to carry out the purposes of the Plan.
7.2 Rules; Claims Review Procedures. The Committee shall adopt and
establish such rules and regulations with respect to the administration of the
Plan as it deems necessary and appropriate. The Committee shall also prescribe
such deferral election forms and other administrative forms as it deems
necessary to carry out the provisions of the Plan. The Committee shall establish
a claims procedure and a claims review procedure to be applicable under the
Plan.
7.3 Finality of Determinations. All determinations of the Committee as
to any matter arising under the Plan, including questions of construction and
interpretation shall be final, binding and conclusive upon all interested
parties.
7.4 Indemnification. To the extent permitted by law and the Employer's
by-laws, the members of the Committee, its agents, and the officers, directors
and employees of the Employer shall not be liable for any act or failure to act
hereunder, except for gross negligence or fraud.
Article 8. Funding
8.1 Funding. It is intended that the Employer is under a contractual
obligation to make the payments from a Participant's Account when due. Except to
the extent amounts are paid from the Staffmark Nonqualified 401(k) Trust, all
amounts paid under the Plan shall be paid in cash or cash equivalents from the
general assets of the Employer. Contributions
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and Credited Earnings shall be reflected on the accounting records of the
Employer, as provided for under the Plan, but such records shall not be
construed to create, or require the creation of, a trust, custodial or escrow
account with respect to any Participant. No Participant shall have any right,
title or interest whatsoever in or to any investment reserves, accounts or funds
that the Employer may purchase, establish or accumulate to aid in providing the
benefit payments described in the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust or a fiduciary relationship of any kind between the Employer and a
Participant or any other person. Even with respect to amounts in the Staffmark
Nonqualified 401(k) Trust, Participants and Beneficiaries shall not acquire any
interest under the Plan greater than that of an unsecured general creditor of
the Employer.
Article 9. Amendment; Termination; Merger
9.1 Amendment and Termination. The Committee may, at any time and from
time to time, modify or amend, in whole or in part, any provision of this plan.
The Committee may, at any time, terminate this Plan in its entirety.
Notwithstanding any other provision in this paragraph, no modification,
amendment, suspension or termination may, without the consent of the Participant
(or his Beneficiary in the case of the death of a Participant) reduce the right
of the Participant (or his Beneficiary, as the case may be) to a distribution to
which he is entitled in accordance with the provisions of the Plan prior to the
change. In the event of termination, the Company may make an election to pay all
Accounts of Participants immediately, in which case the Company will have no
further liability under this Plan.
9.2 Merger, Consolidation or Sale of Assets. In the event that an
Employer should be liquidated, dissolved, or become a party to a merger or
consolidation where an Employer is not the surviving corporation, the Plan with
respect to such Employer shall terminate at the time of such event, unless the
successor or acquiring corporation shall elect to continue and carry on the
Plan. In the event such Plan termination occurs, the provisions of Section 9.1
relating to Plan terminations shall become applicable, provided that any
successor or acquiring corporation may elect to accelerate payments with respect
to its Employees under the Plan.
Article 10. Adoption Procedure
10.1 Adoption Procedure. With the consent of the Company, any Affiliate
may adopt this Plan for a select group of management or highly compensated
persons in its employment, on express condition that the Company assumes no
liability as a result of any such adoption of this Plan by any other
organization and its employees. Such other organization may adopt this Plan by--
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(a) executing an adoption instrument adopting the Plan with
respect to all or any particular classification or classifications of persons in
its employment, and agreeing to be bound as a participating Affiliate by all the
terms, provisions, conditions, and limitations of the Plan; and
(b) compiling and submitting all information required by the
Company with reference to persons in its employment eligible for membership in
the Plan.
The adoption instrument executed by any such organization may contain
such changes and variations in Plan terms as may be acceptable to the Company.
The adoption instrument shall specify the effective date of such adoption of the
Plan and the name of the Plan as it pertains to such adopting organization and
its Employees and shall become, as to such organization and persons in its
employment, a part of this Plan.
10.2 Withdrawal of Participating Affiliate. Any participating Affiliate
may withdraw from the Plan by giving 90 days' notice in writing of its intention
to withdraw to the Company, unless a shorter notice shall be agreed to by the
Company. The board of directors of the Company may in its absolute discretion
terminate any Employer's participation at any time.
Article 11. General Provisions
11.1 Nontransferability. No right or interest of any Participant in
this Plan shall be assignable or transferable, or subject to any lien, directly,
by operation of law, or otherwise, including execution, levy, garnishment,
attachment, pledge, and bankruptcy.
11.2 No Guaranty. The Plan is not an employment contract. It does not
give to any person the right to be continued in employment, and all Employees
remain subject to change of salary, transfer, change of job, discipline, layoff,
discharge or any other change of employment status, without regard to the effect
such treatment might have upon him as a Participant under the Plan. No person
shall at any time have a right to be an Eligible Employee for any Plan Year,
even if he was an Active Participant in a prior Plan Year. No provision of this
Plan shall entitle an Employee to participate in or receive an Incentive.
11.3 Binding on Employer, Employee, and Their Successors. This Plan
shall be binding upon and inure to the benefit of the Employer, its successors
and assigns, and the Employee, his heirs, executors, administrators, and legal
representatives. The provisions of this Plan shall be applicable with respect to
each Employer separately, and amounts payable hereunder shall be paid by the
Employer of the particular Employee.
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11.4 Incompetency. If any person entitled to receive any benefits
hereunder is, in the judgment of the Committee, legally, physically or mentally
incapable of personally receiving and receipting for any distribution, the
Committee may make distribution to such other person or persons or institution
or institutions as, in the judgment of the Committee, shall then be maintaining
or have custody over such distributee.
11.5 Severability. In the event any provision of the Plan shall be held
invalid or illegal for any reason, any illegality or invalidity shall not affect
the remaining parts of the Plan, but the Plan shall be construed and enforced as
if the illegal or invalid provision had never been inserted, and the Company
shall have the privilege and opportunity to correct and remedy such questions of
illegality or invalidity by amendment as provided in the Plan.
11.6 Applicable Law. This Plan, all documents in connection herewith,
and all distributions hereunder shall, insofar as may lawfully be done, be
governed, construed, and regulated in accordance with the laws of the State of
Arkansas, except to the extent such laws are preempted by applicable Federal
law.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers on this ________ day of
_____________________ 1998, effective as of May 1, 1998.
STAFFMARK, INC.
By:
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Title:
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