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RESTRICTIVE AGREEMENT
This Agreement is made this 15th day of September, 1996 by and between
Ablest Service Corp. ("Ablest") and Britt D. Ehrhardt ("Employee").
A. Ablest, a staffing service firm, has devoted a substantial amount of
time and effort and incurred substantial cost in developing and maintaining its
clientele and its pool of field employees. As a result of Ablest's efforts,
its clients have near-permanent relationships with Ablest and its clients and
Ablest's pool of field employees constitute very valuable assets of Ablest.
B. Employee has become employed by Ablest as its General Manager of the
Tech Resources Group and, as such is likely to have contact with certain
clients of Ablest and to acquire knowledge of Ablest's pool of field employees.
C. Ablest desires to protect its interests in its business and was
unwilling to hire Employee unless he agreed that if he is terminated for any
reason he will compensate Ablest for the fair value of Ablest's clients which
subsequently become clients of the Employee and for any person from its pool of
field employees who subsequently becomes a field employees for the Employee as
a result of Employee having gained knowledge of the person through employment
with Ablest.
NOW THEREFORE, in consideration of the foregoing, the mutual covenants
and conditions hereinafter set forth, and other good and valuable
considerations, including, but not limited to, employment of the Employee, the
parties agree as follows:
1. Value of Clientele. The parties acknowledge that the value of
Ablest's clients should be based upon (1) the value generally of clients of a
staffing service business in the marketplace; (2) the type and quality of the
existing clients of Ablest and of those likely to become clients and, (3) the
substantial amount of time, effort, and cost which have been devoted and
incurred by Ablest in developing and maintaining its clients. Based upon all
of the foregoing factors, the parties agree that a fair value of each present
and future client of Ablest is an amount equal to twenty-two percent (22%) of
the sum billable to such client for the time the client has done business with
Ablest.
2. Value of Pool of Field Employees. The parties acknowledge
that the value of the pool of field employees that has been formed by Ablest
should be based upon (1) the substantial amount of time, effort and cost which
has been devoted and incurred by Ablest in developing and maintaining its pool
of field employees; and (2) the value generally of a pool of field employees of
a staffing service business in the marketplace. Based upon all of the
foregoing factors, the parties agree that the fair value of each present and
future member of the pool of field employees of Ablest is an amount equal to
twenty-two percent (22%) of the sum billable to a client for the use of a
temporary
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3. Services for a Client Following Termination. If the
employment of the Employee is terminated for any reason by Ablest or if
Employee voluntarily terminates his employment at a time at which Ablest is not
in breach or default of the employment contract between him and Ablest dated
the date hereof (the "Employment Contract") or that certain promissory note
dated the date hereof made by Ablest to Tech Resource, Inc. (the "Note"), then
Employee shall pay to Ablest an amount equal to twenty-two percent (22%) of all
fees received by the Employee for providing field employees to a client
within a fifty mile radius of an Ablest Office in the Tech Resource Group or
Information Technology Division which exists as of the date of termination
during the one-year period following the Employee's termination of employment.
Services shall be deemed to have been performed by Employee for a client
located within a fifty (50) mile radius of any Ablest office in the Tech
Resources Group or within the Information Technology Division if performed
directly or indirectly by Employee or by any firm with which Employee is
associated as an employee, owner, partner, consultant, or otherwise. For
purposes of this Agreement, a "Client" is a person who has contracted with
Ablest, for Ablest to provide field employees, within the three (3) months
prior to such termination.
4. Utilization of Ablest's Pool of Field Employees. If the
employment of Employee is terminated for any reason by Ablest or if Employee
voluntarily terminates his employment at a time at which Ablest is not in
breach or default of the Employment Contract or the Note, then Employee shall
pay to Ablest an amount equal to twenty-two percent (22%) of all fees for which
Employee is not required to make a payment pursuant to Paragraph 3 hereof
received by the Employee for the employment of persons from Ablest's pool of
field employees to Clients of the Employee located within a fifty (50) mile
radius of any Ablest office in the Tech Resources Group or Information
Technology Division during the one-year period following Employee's termination
of employment which office existed as of the date of termination.
5. Relationship with Ablest Employees. If the employment of the
Employee is terminated for any reason by Ablest or if Employee voluntarily
terminates his employment at a time at which Ablest is not in breach or default
of the Employment Contract or the Note, then Employee agrees that he will not,
for a period of one year, directly or indirectly hire, solicit or encourage any
employee of Ablest to leave Ablest's employ or hire any former Ablest employee
within one year after the date such person ceases to be an Ablest employee.
6. Payment to Ablest. If the Employee, after termination of his
employment by Ablest for any reason, or after voluntary termination of his
employment by Employee at a time at which Ablest is not in breach or default of
the Employment Contract or the Note, then performs services for a Client of
Ablest or employs a person or persons from Ablest's pool of field employees,
the Employee will, within ten (10) days after the commencement of services
and/or employment of Ablest's temporaries, pay in advance to Ablest one-half
(1/2) of one month's average billing of Ablest to the Client or one-half of one
month's average billing of a member of the pool of field employees and said
monies shall be credited against any future sums due Ablest by virtue of this
Agreement. If Employee bills any fees to which Ablest is entitled to under
this Agreement, he shall remit twenty-two percent (22%) of the amount to Ablest
within ten (10) days from the date the invoice for such fees is issued. In
addition, Employee shall furnish Ablest, upon request, a written account of all
such fees received within ten (10) days following each three-month period after
the Employee's termination of employment.
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7. Default by Employee. Inasmuch as default by Employee
hereunder will cause Ablest irreparable harm which cannot be compensated for by
monetary damages alone, the parties agree that the obligations of Employee
hereunder may be enforced by injunction or restraining order.
8. APPLICABLE LAW AND ENFORCEMENT. This Agreement shall be
subject to and governed by the Laws of the State of Georgia and any dispute
arising under this Agreement shall be settled by binding arbitration in such
state by a single arbitrator who shall be appointed and act in accordance with
the rules of the American Arbitration Association. Judgment upon the decision
of such arbitrator, including an injunction or restraining order, may be
entered in any court of competent jurisdiction. Attorney's fees shall be
awarded to the prevailing party.
ABLEST SERVICE CORP. Employee
By: By
/s/ W. David Foster, President /s/ Britt D. Ehrhardt
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(Name) (Title) Britt D. Ehrhardt
WITNESS: /s/ Claire W. Ehrhardt
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(Name)
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