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EXHIBIT 10.6
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SHAREHOLDERS AGREEMENT
AMONG
NORRELL CORPORATION,
HARVARD TELESERVICING, LLC
AND
CALLTASK INCORPORATED
Dated March 22, 1996
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS................................................ 1
1.1 "Affiliate"................................................................................... 1
1.2 "Articles of Incorporation"................................................................... 1
1.3 "Board of Directors".......................................................................... 2
1.4 "Buyout Period"............................................................................... 2
1.5 "Code"........................................................................................ 2
1.6 "Company"..................................................................................... 2
1.7 "Exchange Act"................................................................................ 2
1.8 "GAAP"........................................................................................ 2
1.9 "GBCC"........................................................................................ 2
1.10 "Harvard"..................................................................................... 2
1.11 "Harvard Directors"............................................................................ 2
1.12 "Initial Contributions"........................................................................ 2
1.13 "Norrell"...................................................................................... 2
1.14 "Norrell Directors"............................................................................ 2
1.15 "Person"....................................................................................... 2
1.16 "Regulations"................................................................................. 2
1.17 "Remaining Balances"........................................................................... 2
1.18 "Shareholder"................................................................................. 2
1.19 "Shares"...................................................................................... 2
ARTICLE II
BUSINESS OF THE COMPANY; ADDRESSES AND AGENT................................ 3
2.1 Business of the Company....................................................................... 3
2.3 Registered Office and Agent................................................................... 3
2.4 Principal Office.............................................................................. 3
ARTICLE III
INITIAL CONTRIBUTIONS; ADDITIONAL CONTRIBUTIONS.............................. 3
3.1 Initial Contributions......................................................................... 3
3.2 Balance of Initial Contributions.............................................................. 4
3.3 Additional Contributions...................................................................... 5
3.4 Call for Additional Contributions............................................................. 6
3.5 Collection of Amounts Required to be Contributed; Issuance of Additional
Shares Upon Failure to Contribute............................................................. 8
3.6 Limitation of Liability....................................................................... 8
3.7 Loans......................................................................................... 9
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ARTICLE IV
REIMBURSEMENT OF SHAREHOLDER EXPENSES.................................... 9
ARTICLE V
DISTRIBUTIONS OF CASH............................................ 9
5.1 Cash Flow...................................................................................... 9
5.2 Distribution of Cash Flow..................................................................... 10
5.3 Limitations on Distribution................................................................... 10
ARTICLE VI
DISPOSITION OF SHARES........................................... 10
6.1 Disposition................................................................................... 10
6.2 Lapse of Restrictions in Certain Instances.................................................... 10
ARTICLE VII
REMEDIES OF A SHAREHOLDER
UPON BREACH BY THE OTHER SHAREHOLDER.................................... 10
7.1 Opportunity for Cure.......................................................................... 11
7.2 Remedies for Failure to Cure.................................................................. 11
ARTICLE VIII
PURCHASE RIGHTS OF NORRELL........................................ 11
8.1 Initiation.................................................................................... 11
8.2 Closing....................................................................................... 11
ARTICLE IX
SALE RIGHTS OF HARVARD.......................................... 12
9.1 Initiation.................................................................................... 12
9.2 Closing....................................................................................... 12
ARTICLE X
BUY/SELL PROVISIONS............................................ 12
10.1 Initiation; Valuation......................................................................... 13
10.2 Disclosure of Third-Party Offers.............................................................. 13
10.3 Earnest Money Deposits........................................................................ 13
10.4 Closing....................................................................................... 13
10.5 Enforcement................................................................................... 14
10.6 Contemporaneous Offers; Ineffective Offers.................................................... 14
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ARTICLE XI
ACCOUNTING AND RECORDS; NONSOLICITATION UPON TRANSFER........................... 15
11.1 Accounting Period............................................................................. 15
11.2 Records to be Maintained...................................................................... 15
11.3 Reports to be Furnished....................................................................... 15
11.4 Assignment of Rights.......................................................................... 16
11.5 Nonsolicitation upon Transfer................................................................. 16
ARTICLE XII
LEGEND ON STOCK CERTIFICATES........................................ 17
ARTICLE XIII
VOTING AGREEMENT.............................................. 17
13.1 Election of Directors......................................................................... 17
13.2 Other Voting Rights........................................................................... 17
ARTICLE XIV
TERM.................................................... 18
14.1 Normal Duration................................................................................. 18
14.2 Early Termination............................................................................... 18
14.3 Effect of Termination........................................................................... 18
ARTICLE XV
MISCELLANEOUS PROVISIONS.......................................... 19
15.1 Determination of Fair Market Value............................................................. 19
15.2 Entire Agreement............................................................................... 19
15.3 Activities of the Shareholders................................................................. 19
15.4 Application of Georgia Law..................................................................... 19
15.5 Execution of Additional Instruments............................................................ 19
15.6 Construction................................................................................... 19
15.7 Headings; References........................................................................... 20
15.8 Waivers........................................................................................ 20
15.9 Rights and Remedies Cumulative................................................................. 20
15.10 Counterparts................................................................................... 20
15.11 Certification of Non-Foreign Status............................................................ 20
15.12 Banking........................................................................................ 20
15.13 Determination of Matters Not Provided for in This Agreement.................................... 20
15.14 Further Assurances............................................................................. 21
15.15 Time........................................................................................... 21
15.16 Certain Shareholder Transactions............................................................... 21
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SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT (this "Agreement"), made and entered into
as of March 22, 1996 (the "Effective Date"), by and among CallTask Incorporated,
a Georgia corporation (the "Company"), Norrell Corporation, a Georgia
corporation ("Norrell"), and Harvard Teleservicing, LLC, a Texas limited
liability company ("Harvard"; Norrell and Harvard being sometimes referred to
hereinafter collectively as the "Shareholders" and individually as a
"Shareholder", it being understood and agreed that any holder of Common Stock of
the Company during the term of this Agreement shall become a party to this
Agreement and shall be referred to within the term "Shareholder");
W I T N E S S E T H:
WHEREAS, Norrell and Harvard own all of the issued and outstanding
shares of Common Stock, par value $.01 per share, of the Company; and
WHEREAS, the Shareholders believe it is in their and the Company's best
interests to make certain provisions with respect to the shares of Common Stock
now or hereafter owned by them (collectively, with any shares of Common Stock
hereafter issued by the Company during the term of this Agreement, the
"Shares"), and to make certain other agreements as set forth herein;
NOW, THEREFORE, for and in consideration of the mutual covenants
herein, the premises, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement, the following terms shall have the
following meanings:
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1.1 "Affiliate" of a specified Person shall mean a Person that directly,
or indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, that Person.
1.2 "Articles of Incorporation" shall mean the Articles of Incorporation
of the Company filed with the Georgia Secretary of State on March 13, 1996, as
the same may be properly amended from time to time by the Shareholders and
filed with the Georgia Secretary of State.
1.3 "Board of Directors" shall consist of all of the Norrell Directors and
all of the Harvard Directors.
1.4 "Buyout Period" shall have the meaning set forth in Section 8.1.
1.5 "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
1.6 "Company" shall mean CallTask Incorporated, a Georgia corporation, and
any successor thereto.
1.7 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
1.8 "GAAP" shall mean generally accepted accounting principles, applied on
a consistent basis throughout the periods indicated.
1.9 "GBCC" shall mean the Georgia Business Corporation Code, as in effect
from time to time.
1.10 "Harvard" shall mean Harvard Teleservicing, LLC, a Texas limited
liability company.
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1.11 "Harvard Directors" shall have the meaning set forth in Section 13.1.
1.12 "Initial Contributions" shall have the meaning set forth in Section
3.1.
1.13 "Norrell" shall mean Norrell Corporation, a Georgia corporation.
1.14 "Norrell Directors" shall have the meaning set forth in Section 13.1.
1.15 "Person" shall mean an individual, a corporation, a partnership
(general or limited), a limited liability company, an association, a joint-stock
company, a business trust, a trust, an estate or other organization.
1.16 "Regulations" shall mean the regulations of the Department of
Treasury promulgated under the Code.
1.17 "Remaining Balances" shall have the meaning set forth in Section 3.1.
1.18 "Shareholder" shall mean Norrell and Harvard and any additional
Persons who acquire Shares during the Term.
1.19 "Shares" shall mean the shares of common stock of the Company which
are issued and outstanding and owned by the Shareholders on the date hereof or
which may at any time hereafter be issued and outstanding. The Shares which the
Shareholders have agreed to purchase as of the Effective Date are as follows:
No. of Shares of
Shareholder Common Stock
----------- ------------
Norrell 1,020
Harvard 980
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The foregoing Shares shall be issued as and when payment is made therefor and
all certificates representing such Shares shall remain in the custody of the
Company.
ARTICLE II
BUSINESS OF THE COMPANY; ADDRESSES AND AGENT
2.1 Business of the Company. The general nature of the business or
businesses to be transacted shall consist of inbound and outbound teleservices,
consisting primarily of catalogue and direct catalogue marketing and federal
government teleservices outsourcing and other businesses, in all cases limited
to such customers, contracts and/or businesses listed on Schedule A, as such
Schedule may be revised by the Board of Directors from time to time), and the
Company shall have the authority to do all things necessary or convenient to
accomplish such purpose and operate its business as described in this Article
II. In the event for whatever reason the Company is unable to perform a contract
listed on Schedule A, then Norrell shall have the right to refer such contract
to Tascor Incorporated, which shall have the right to perform such contract by
paying a fee to the Company equal to 1% of the revenue received by Tascor
Incorporated paid as collected and reimbursement of all out of pocket expenses
associated with the sales and development of the account.
2.2 Name. The name of the Company is "CallTask Incorporated" and all
business of the Company shall be conducted under such name or under any other
name adopted by the Board of Directors of the Company (to the extent permitted
by law).
2.3 Registered Office and Agent. The Company's registered office shall be
located at 1201 Peachtree Street, N.E., Suite 1240, Atlanta, Georgia 30361. The
name of its registered agent is CT Corporation.
2.4 Principal Office. The principal office of the Company shall be located
at 3535 Piedmont Road, N.E., Atlanta, Georgia 30305.
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ARTICLE III
INITIAL CONTRIBUTIONS; ADDITIONAL CONTRIBUTIONS
3.1 Initial Contributions. The Shareholders have agreed to make payment to
the Company of the following amounts in exchange for the number of shares of
Common Stock issued by the Company set forth below:
Amount
Committed Number
Shareholder to be Paid of Shares
----------- ---------- ---------
Norrell $1,020,000 1,020
Harvard 980,000 980
---------- -----
Total $2,000,000 2,000
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The foregoing Shares shall be issued as and when payment is made therefor and
all certificates representing such Shares shall remain in the custody of the
Company. The above amounts committed to be paid by the Shareholders are
sometimes referred to hereinafter collectively as the "Initial Contributions"
and the difference between the Initial Contributions and the amounts, if any,
paid by the Shareholders on the date hereof are sometimes referred to
hereinafter collectively as the "Remaining Balances" and individually as a
"Remaining Balance." Norrell and Harvard agree to contribute their respective
Remaining Balances to the capital of the Company as, when and if needed (as
determined by the Board of Directors of the Company pursuant to Section 3.2),
and such amounts shall be treated as a contribution to the capital of the
Company when and as such contributions are made.
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3.2 Balance of Initial Contributions.
(a) The Shareholders acknowledge and agree that the Board of
Directors shall have the right to require that the Shareholders fund all
or a portion of their respective Remaining Balances owed at one time or
from time to time on a pro-rata basis in accordance with their respective
Share ownership as prescribed by the Board of Directors. If the Board of
Directors determines that it is advisable or in the best interests of the
Company or that the business of the Company so requires for the
Shareholders to fund all or a portion of their Remaining Balance, the
Board of Directors shall send a notice to each Shareholder to that effect,
setting forth the amount required to be contributed and the terms and
conditions of such contribution, including the time required for
contribution, which shall not be less than ten (10) days from the date of
such notice.
(b) If any Shareholder is unable or unwilling or refuses (the
"Defaulting Shareholder") to deliver to the Company the Defaulting
Shareholder's portion of any amount required to be contributed pursuant to
a call under Section 3.2(a) (with such portion not being contributed being
referred to herein as the "Defaulted Amount") within the time prescribed
by Board of Directors, the other Shareholder (the "Advancing Shareholder")
shall have the right, but not the obligation, without further notice, to
contribute to the Company the funds required by the Defaulting Shareholder
(the "Advanced Amount") and the Advanced Amount shall be treated as an
additional capital contribution by the Advancing Shareholder. The
Advancing Shareholder may elect, upon notice given to the Defaulting
Shareholder, to treat the Advanced Amount as an additional capital
contribution to the Company by such Advancing Shareholder, and the number
of Shares of Common Stock owned by the Advancing Shareholder and the
Defaulting Shareholder shall be adjusted as provided in Section 3.2(c).
(c) If the Advancing Shareholder elects to follow the procedures
under Section 3.2(b), and have the Advanced Amount contributed to the
Company (with each such contribution of an Advanced Amount being referred
to as an "Advancement Event"), then the number of Shares of Common Stock
of the Company owned by the Shareholders shall be adjusted by increasing
the number of Shares of Common Stock to be owned by the Advancing
Shareholder and by decreasing the number of Shares of Common Stock to be
owned by the Defaulting Shareholder by an amount equal to the Advanced
Amount contributed by the Advancing Shareholder divided by $250; provided,
however, that no such adjustment shall increase the number of all shares
of Common Stock outstanding and or the number of any Shareholder's Shares
below zero.
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By initialling below, each of the Shareholders hereby acknowledges that
the effect on all Shareholders and the Company of an Advancement Event
could be material and severe, and that this Section 3.2 has been knowingly
negotiated by the Shareholders, and it is acknowledged by the Shareholders
that it is and will be difficult for the Shareholders to value the damage
to the Company and the other Shareholders in the event the Remaining
Balance of such Shareholder is not contributed when so requested and that
the adjustment provided for above is deemed a reasonable reflection by the
Shareholders of the value of the damages in such event:
Norrell __________
Harvard __________
3.3 Additional Contributions. If following the payment of the Initial
Contributions the Board of Directors from time to time determines that Company
funds are not adequate to pay (a) the operating costs of the Company, (b) all
capital needs of the Company or (c) all other costs and expenses necessary or
appropriate in order for the Company to take any actions which the Company is
permitted or required to take hereunder, then the Shareholders shall contribute
to the Company such sums as are designated to be needed by the Company in the
call given by the Board of Directors pursuant to Section 3.4 ("Additional
Contributions"), in proportion to such Shareholders' Share ownership, which
notice of call shall set forth the amount required to be contributed and the
terms and conditions of such contribution, including the time required for
contribution, which shall not be less than sixty (60) days from the date of such
notice; provided, however, that unless otherwise agreed by all of the
Shareholders, the aggregate amount of Additional Contributions in any calendar
year plus all or a portion of any Initial Contributions made in such year shall
not exceed Two Million Dollars ($2,000,000) and the aggregate amount of all
Additional Contributions plus the Initial Contributions over a five (5) year
period shall not exceed Ten Million Dollars ($10,000,000). In the event the
Board of Directors determines that the Company's need for Additional
Contributions exceeds the aggregate amount of Two Million Dollars ($2,000,000)
in any calendar year or Ten Million Dollars (10,000,000) over a five (5) year
period, and Harvard is unable or unwilling to contribute its portion of such
Additional Contribution (plus all or a portion of any Initial Contribution in
such year) in excess of Two Million Dollars ($2,000,000) or in excess of
$10,000,000, as the case may be, then Harvard shall have the right to sell to
Norrell for cash all, but not less than all, of its Shares for a period of
thirty (30) days following receipt of notice of such call for a purchase price
equal to the Company's fair market value as determined pursuant to Section 15.1
times a fraction, the numerator of which shall be the number of Shares then
owned by Harvard and the denominator of which shall be all of the
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issued and outstanding Shares. If Harvard elects not to contribute its portion
of such Additional Contribution and not to put its Shares, then Harvard shall be
subject to the provisions of this Article III for failing to contribute.
3.4 Call for Additional Contributions.
(a) A call for Additional Contributions pursuant to Section 3.3
shall be made by written notice given by the Board of Directors to all of
the Shareholders and shall be subject to the annual limitations set forth
in such Section. In said notice the Board of Directors shall have the
right to elect that the Additional Contributions shall be in the form of
loans from the Shareholders to the Company, in lieu of cash capital
contributions, in which event such loans shall be evidenced by separate
instruments in form acceptable to the Board of Directors. The provisions
of Sections 3.4(b) through (e) (inclusive) and Section 3.5(a) shall apply
to any Shareholder who fails to make an Additional Contribution as
required above. Shareholders shall have not less than sixty (60) days to
make any Additional Contribution provided for hereunder, but shall
endeavor to make such Additional Contribution as soon as practicable.
(b) If any Shareholder is unable or unwilling or refuses to (the
"Non-Contributing Shareholder") deliver to the Company its portion of any
amount required to be contributed pursuant to a call made pursuant to
Section 3.4(a) and within the annual limitations set forth in Section 3.3
(with such portion not being contributed being referred to herein as the
"Non-Contributed Amount") within the time prescribed by the Board of
Directors, the other Shareholders shall have the option, but not the
obligation of funding any amount, without further notice, either to
advance to the Company or to contribute to capital the funds required by
the Non-Contributing Shareholder. Any advancement made pursuant to this
Section shall be treated as a loan to the Non-Contributing Shareholder
(each, a "Contribution Loan" and any Shareholder making such Contribution
Loan, a "Lending Shareholder"). If the Shareholder other than the
Non-Contributing Shareholder so desires, it may instead elect to
contribute to capital the funds required by the Non-Contributing
Shareholder, and the respective Share ownership shall be adjusted as
provided in Section 3.4(e) as if such Shareholder had initially made a
Contribution Loan of such amount, then elected to proceed as provided in
Section 3.4(d). The sole remedy for the failure of a Shareholder to
provide his or its share of an Additional Contribution shall be as
provided in this Section 3.4.
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(c) In the event a Contribution Loan is made, each such Contribution
Loan shall bear interest at the lesser of (i) eighteen percent (18%) per
annum, or (b) the maximum legal rate allowed by law, and shall be payable
solely as provided in the following sentence, and in Section 3.4(d) and
(e). Each such loan, including accrued but unpaid interest, shall be
repaid from all distributions under this Agreement that the
Non-Contributing Shareholder would otherwise be entitled to hereunder
until repaid in full. The Non-Contributing Shareholder may also repay the
Contribution Loan directly at any time. If not sooner repaid, all
Contribution Loans, including accrued but unpaid interest, shall become
immediately due and payable upon liquidation of the Company from amounts
such Non-Contributing Shareholder is otherwise entitled to upon
liquidation; provided that, any further amounts remaining outstanding
following such liquidation shall be an obligation of such Shareholder due
and payable on demand. In the event repayment of the Contribution Loan is
made from the distributions the Non-Contributing Shareholder would
normally be entitled to, such distributions shall be treated as if having
been distributed to the Non-Contributing Shareholder then paid by the
Non-Contributing Shareholder to the Lending Shareholder; provided that the
Non-Contributing Shareholder shall not acquire any beneficial interest in
any amount so distributed.
(d) At any time until such Contribution Loan has been repaid in
full, including accrued interest, such Lending Shareholder may elect to
proceed as provided below; provided that unless and until such Lending
Shareholder has elected to proceed as provided below, such Contribution
Loan shall remain in place and shall bear interest and be repaid as
provided in Section 3.4(c). Upon an election to proceed hereunder, and
upon one (1) day prior written notice to the Non-Contributing Shareholder,
the Lending Shareholder may elect to treat its proportionate share of the
outstanding balance of the Contribution Loan, together with interest
thereon accrued pursuant to Section 3.4(c), as an additional capital
contribution to the Company by such Lending Shareholder, and the Shares of
the Lending Shareholder and the Non-Contributing Shareholder shall be
adjusted as provided in Section 3.4(e).
(e) If any Shareholder (each a "Contributing Shareholder") elects to
follow the procedures under Section 3.4(d), and is deemed to have
contributed a share of the Defaulted Amount plus accrued interest thereon
to the Company (with each such contribution of a Defaulted Amount being
referred to as an "Adjusting Event"), then the Shares of the Company shall
be adjusted by increasing the Shares to be held by the Contributing
Shareholder and by decreasing the Shares to be held by the
Non-Contributing Shareholder by an amount equal to the Advanced Amount
contributed by the Lending Shareholder divided by $500. By initialling
below, each of the
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Shareholders hereby acknowledges that the effect on all Shareholders and
the Company of an Adjusting Event could be material and severe, and that
this Section 3.4 has been knowingly negotiated by the Shareholders, and it
is acknowledged by the Shareholders that it is and will be difficult for
the Shareholders to value the damage to the Company and the other
Shareholders in the event an Additional Contribution approved by the Board
of Directors is not made by a Shareholder and that the adjustment provided
for above is deemed a reasonable reflection by the Shareholders of the
value of the damages in such event:
Norrell __________
Harvard __________
3.5 Collection of Amounts Required to be Contributed; Issuance of
Additional Shares Upon Failure to Contribute.
(a) In the event any Shareholder shall fail to make any Capital
Contribution that is required hereunder and that is within the annual
limitations set forth herein, whether it be an Initial Contribution or an
Additional Contribution, the Company shall be entitled, without limiting
or otherwise restricting any other remedies available to the Company,
pursue the collection of the amounts required to be contributed, plus
interest at the rate of eighteen (18) percent per annum, and the
Non-Contributing Shareholder shall be liable to the Company for any and
all costs of collection, including court costs and attorneys' fees.
(b) In the event the Shareholders do not fund their respective
shares and the other Shareholders do not elect to fund such shares
following written notice to the other Shareholders and the Board of
Directors determines that it would be in the best interests of the Company
to have capital in excess of that which the Shareholders will provide
pursuant to a call for Additional Contributions made by the Board of
Directors in accordance with Section 3.4, then the Board of Directors
shall be authorized to issue stock upon receipt of such consideration as
the Board of Directors shall deem adequate therefor to one or more
Persons, and thereafter, such Persons shall be included when reference is
made herein to a "Shareholder" or to the "Shareholders."
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3.6 Limitation of Liability. Except as is specifically required by the
GBCC, no Shareholder shall be personally liable to any third party for or in
connection with any obligation, act or omission of the Company. No Shareholder
shall be responsible for any loss of any other Shareholder. The Board of
Directors shall not be liable for the return of the capital contributions of the
Shareholders or any portion thereof; consequently, no such claim may be made
against the assets of any Shareholder, any equity owner or Affiliate of such
Shareholder, any Director or any equity owner or Affiliate of such Director, and
any judgment obtained against the Board of Directors shall be so noted.
3.7 Loans. Except as set forth in this Article III, no loan to the Company
by any Shareholder shall increase or decrease the number of Shares of any
Shareholder, nor entitle such Shareholder to an increase in such Shareholder's
share of the distributions of the Company, except for the repayment of the
principal and interest on, and any other amounts payable in connection with such
loan. The then currently due and payable principal and interest on, and any
other amounts payable in connection with, any such loan shall be fully paid
before any dividend is made to the Shareholders under the provisions of this
Agreement with respect to their Shares. If, at the time any funds are available
for distribution to the Shareholders, such funds are not adequate to pay all of
the then currently due and payable interest and principal on such Shareholder
loans, payment shall be made pro rata according to the currently due and payable
balance of principal and interest on each loan.
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ARTICLE IV
REIMBURSEMENT OF SHAREHOLDER EXPENSES
Each Shareholder shall be reimbursed for all out-of-pocket expenses directly
incurred on behalf of the Company and unanimously approved by the Board of
Directors, including, without limitation, any organizational, incorporation and
pre-subscription expenses incurred on behalf of the Company that have been so
approved by the Board of Directors. In addition, each Shareholder shall be
authorized to have the Company pay the following fees to such Shareholder, its
affiliates and third parties pursuant to appropriate agreements, if the
Shareholders unanimously decide to use such Shareholder: (a) administrative fees
equal to five percent (5%) of the Company's revenues, as compensation to such
Shareholder for accounting, administrative and other services furnished to the
Company by such Shareholder; (b) a fee equal to the cost to the provider of any
personnel of such Shareholder or its Affiliate assigned to the Company following
the Effective Date; and (c) rent equal to the cost to the provider of any office
or other space leased to the Company by such Shareholder or its Affiliate
following the Effective Date.
ARTICLE V
DISTRIBUTIONS OF CASH
5.1 Cash Flow. The Board of Directors, in the exercise of its discretion,
shall determine whether the financial condition and financing agreements and
commitments of the Company will permit the distribution of any monies of the
Company; provided however, that the Board of Directors, in making such
determination, may provide for the retention of a reasonable cash reserve
(taking into consideration the availability in the future of other assets or
income of the Company), as determined by the Board of Directors, in an amount at
least equivalent to the sums determined by it in its discretion as necessary to
be retained for future contemplated capital expenditures, expenses and
obligations of the Company. The Board of Directors shall make a determination at
least as of the end of each calendar year as to whether or not there are funds
available for distribution.
5.2 Distribution of Cash Flow. All funds so determined by the Board of
Directors to be available for distribution shall be distributed as follows:
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(a) First, to repay the currently due and payable portions of any
loan (including principal and interest) made by any Shareholder to the
Company; and
(b) Second, to the Shareholders in accordance with their respective
Share ownership.
5.3 Limitations on Distribution. No distribution shall be made to
Shareholders if prohibited by O.C.G.A. Section 14-2-640.
ARTICLE VI
DISPOSITION OF SHARES
6.1 Disposition. Except as provided herein, no Shareholder shall have the
right to assign, transfer, sell, mortgage, convey or pledge its Shares or
otherwise encumber such Shares as security for borrowed funds or other
obligations, or make any other disposition of all or any part of its Shares,
without the prior written consent of a majority of the Shares of the
non-transferring Shareholders, such consent not to be unreasonably withheld;
provided, however, that Norrell may assign all or a portion of its Shares to an
Affiliate of Norrell, which Affiliate shall thereafter be a Shareholder for all
purposes hereof. Any transferor of any Shares agrees that it shall, as a
condition to such transfer, execute and deliver in favor of the Company the
Confidentiality and Nonsolicitation Agreement described in Section 11.4.
6.2 Lapse of Restrictions in Certain Instances. Notwithstanding Section
6.1, Harvard shall be entitled to dispose of all or any portion of its Shares
without restriction other than as may be imposed by applicable law and the
restrictions on Harvard contained in Section 6.1 shall lapse and no longer be of
any force or effect in the event of (a) a sale of all or substantially all of
Norrell's assets to any Person other than an Affiliate of Norrell, or (b) the
acquisition by any one Person (or more than one Person, if acting in concert) of
more than fifty percent (50%) of the voting securities of Norrell by means of a
sale or exchange or a merger or recapitalization in which Norrell is not the
surviving corporation.
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ARTICLE VII
REMEDIES OF A SHAREHOLDER
UPON BREACH BY THE OTHER SHAREHOLDER
7.1 Opportunity for Cure. In the event of any material breach by a
Shareholder of an "Operative Article" of this Agreement (it being agreed that
Articles III, VI, IX and X shall be the "Operative Articles"), the nonbreaching
Shareholder shall notify the breaching Shareholder to that effect, specifying
the nature of the breach and the Operative Article or Articles having been
breached. The breaching Shareholder shall then have thirty (30) days from the
date of receipt of such notice to cure such breach, including the payment to the
Company of any amounts, fines, penalties, expenses or losses imposed upon the
Company as a result of such breach. In the event the nonbreaching Shareholder
determines, in its reasonable discretion, that the cure proffered by the
breaching Shareholder is insufficient to satisfy the breach, the nonbreaching
Shareholder shall notify the breaching Shareholder in writing to that effect,
specifying the deficiency in the breaching Shareholder's attempted cure. The
breaching Shareholder shall have ten (10) days from the date of receipt of
notice from the nonbreaching Shareholder in order to remedy such defective cure.
7.2 Remedies for Failure to Cure. In the event the breaching Shareholder
fails timely to cure its material breach or to remedy a defective cure following
notice by the nonbreaching Shareholder pursuant to Section 7.1, the nonbreaching
Shareholder shall be entitled, in addition to any other remedies it or the
Company may possess, upon notice given to the breaching Shareholder, to purchase
or cause an Affiliate or third party purchaser to purchase the breaching
Shareholder's Shares at a price equal to seventy-five percent (75%) of the fair
market value of such breaching Shareholder's Shares as determined by an
investment banking firm of recognized national standing selected by the
nonbreaching Shareholder. Upon such purchase, the breaching Shareholder shall
thereafter cease to be a Shareholder of the Company, and all of its rights,
privileges, remedies and entitlement under this Agreement shall cease.
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ARTICLE VIII
PURCHASE RIGHTS OF NORRELL
8.1 Initiation. Subject to the terms and conditions hereof, at any time
during the one hundred eighty (180) day period (the "Buyout Period") commencing
on the fifth anniversary of the Effective Date, Norrell shall be entitled, in
its sole discretion and at its expense, by giving not less than thirty (30)
days' prior written notice to Harvard, to purchase all, but not less than all,
of Harvard's Shares for a purchase price in cash equal to the fair market value
of Harvard's Shares as determined pursuant to Section 15.1.
8.2 Closing. Any purchase provided for in Section 8.1 shall be consummated
on the later to occur of (a) the date specified in the notice referred to in
Section 8.1 or (b) ten (10) days after the date on which the determination of
Fair Market Value pursuant to Section 15.1 is final, at the office of the
Company (or at such other place as Norrell shall specify), by payment to Harvard
of the purchase price in cash as calculated pursuant to Section 8.1. At such
closing, Harvard shall execute and deliver the materials required to be
delivered by a selling Shareholder in Section 10.4(a).
ARTICLE IX
SALE RIGHTS OF HARVARD
9.1 Initiation. Subject to the terms and conditions hereof, at any time
during the thirty (30) day period (the "Put Period") commencing at the end of
the Buyout Period, and thereafter during the thirty (30) day period beginning on
each of the next four(4) subsequent anniversaries of the termination date of the
Buyout Period, Harvard shall be entitled, in its sole discretion, by giving not
less than thirty (30) days' prior written notice, to sell to Norrell up to
twenty percent (20%) of Harvard's Shares as existing at the end of the Buyout
Period for a purchase price in cash equal to the fair market value of Harvard's
Shares to be sold thereby determined in accordance with the provisions of
Section 15.1. In the event Harvard fails to exercise its put rights granted
pursuant to this Section 9.1 for any one or more years, such rights shall not
accumulate or compound with respect to succeeding years, but shall continue.
9.2 Closing. Any purchase provided for in Section 9.1 shall be consummated
on the later to occur of (a) the date specified in the notice referred to in
Section 9.1 (which shall
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not be less than sixty (60) days following the date of the notice given by
Harvard pursuant to Section 9.1) at the office of the Company (or at such other
place as Norrell shall specify), or (b) ten (10) days after the date on which
the determination of Fair Market Value pursuant to Section 15.1 is final, by
payment to Harvard of the purchase price in cash as calculated pursuant to
Section 15.1. At such closing, Harvard shall execute and deliver the materials
required to be delivered by a selling Shareholder in Section 10.4(a).
ARTICLE X
BUY/SELL PROVISIONS
10.1 Initiation; Valuation.
(a) At any time after the expiration of the Buyout Period (except
during the pendency of a Put Period), any Shareholder may exercise its
right to initiate the provisions of this Section 10.1. The Shareholder
desiring to exercise such right (the "Offeror") shall do so by giving
notice (the "Notice") to the other Shareholder (the "Offeree") setting
forth a statement of intent to purchase all of the Offeree's Shares under
this Section 10.1 for a purchase price in cash designated by the Offeror
(the "Per Share Price"), which Per-Share Price shall take into account any
outstanding Contribution Loan. In order to be effective, the Notice must
be accompanied by the payment to the Offeree of an earnest money deposit
equal to ten percent (10%) of the Per Share Price times the number of
Shares owned by the Offeree.
(b) After receipt of the Notice, the Offeree shall either (i) sell
all of its Shares to the Offeror or its designee for an amount in cash
equal to the Per Share Price times the number of Shares owned by the
Offeree; or (ii) purchase, or cause its designee to purchase, the shares
of Common Stock of the Company owned by the Offeror for cash in an amount
equal to the Per Share Price times the number of Shares owned by the
Offeror. The Offeree shall have seventy-five (75) days from its receipt of
notice of the designation of the purchase price as provided in Section
10.1(b) in which to exercise either of its options by giving written
notice to the Offeror, including therewith the earnest money refund and
payment set forth below. If the Offeree does not exercise either of its
options by giving written notice within such time period, the Offeree
shall be deemed to have elected to sell its Shares to the Offeror or its
designee on the date of expiration of such seventy-five (75)-day period
for the Offeror Price. In
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the event the Offeree elects to buy the Offeror's Shares, then in order to
be effective, the Offeree's notice of its election must be accompanied by
a refund of the ten percent (10%) earnest money deposit made by the
Offeree, and the election must be accompanied by the payment to the
Offeror of an earnest money deposit equal to ten percent (10%) of the Per
Share Price times the number of Shares owned by the Offeror, and closing
shall follow within forty-five (45) days thereafter.
10.2 Disclosure of Third-Party Offers. At any time during the period in
which a Notice has been given to invoke a Shareholder's right pursuant to this
Article X, in the event either Shareholder holds a bona fide written third-party
offer to buy the Company or all or a portion of any Shares, such offer must be
disclosed to the other Shareholder.
10.3 Earnest Money Deposits. All earnest money deposits required hereunder
shall be deposited into a separate interest-bearing account until disposed of in
accordance with the provisions of this Article X. All interest earned on such
accounts shall become a part of such earnest money deposit for all purposes. The
Shareholder receiving such interest shall be liable for all federal and state
income taxes on such interest; provided, however, that if the interest is paid
to the selling Shareholder upon the Closing of any sale pursuant to this Article
X, then the acquiring Shareholder (and not the selling Shareholder) shall be
liable for the federal and state income tax on the amount of interest earned on
such accounts.
10.4 Closing. The closing of an acquisition by a Shareholder pursuant to
this Article X shall be held at the principal place of business of the Company
on a mutually acceptable date (the "Final Date") not later than thirty (30) days
after Offeree's election, deemed or otherwise. At the closing of the disposition
and acquisition of such interest the following shall occur:
(a) The disposing party shall transfer and assign its Shares to the
acquiring party or its designee, which Shares shall be free and clear of
all liens, claims and encumbrances, and with covenants of general
warranty, and shall execute and deliver to the acquiring party all
instruments and documents which may be required to give effect to the sale
and transfer to the acquiring party of such Shares; and
(b) The acquiring party shall pay to the disposing party the
consideration therefor in cash or immediately available funds.
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10.5 Enforcement. It is expressly agreed that the remedy at law for breach
of the obligations of the Shareholders set forth in this Article X is inadequate
in view of (a) the complexities and uncertainties in measuring the actual damage
to be sustained by reason of the failure of a Shareholder to comply fully with
such obligations, and (b) the uniqueness of the Company business and the
Shareholders' relationship. Accordingly, each of such obligations shall be, and
is hereby expressly made, enforceable by specific performance. Furthermore,
should any Shareholder (the "Failing Shareholder") be obligated to acquire the
Shares of the other Shareholder pursuant to this Article X and thereafter fail
to do so, then the other Shareholder may, by giving written notice to the
Failing Shareholder within thirty (30) days after such failure, elect to acquire
all of the Shares of the Failing Shareholder for seventy-five percent (75%) of
the amount the Failing Shareholder would be entitled to receive pursuant to
Section 10.1. If a Shareholder entitled to do so exercises its rights under this
Article X to acquire all of the Shares of the Failing Shareholder, then the
other provisions set forth in this Article X shall be applicable in consummating
such transaction. Each Shareholder hereby constitutes and appoints the other
Shareholder its agent and attorney-in-fact for the purpose of executing and
delivering any and all documents necessary to convey all of its Shares pursuant
to the provisions of this Article X and any conveyance so made shall fully
divest the Shareholder whose Shares are to be conveyed of all right, title and
interest in and to the Company and its property and its interest therein;
provided that such power of attorney shall be exercised only if the Failing
Shareholder shall fail to so execute and deliver such documents. The power of
attorney herein granted, being coupled with an interest, is irrevocable. Each
Shareholder hereby releases the Shareholder who validly conveys any Shares
pursuant to this Article X from any and all claims and liabilities for so
conveying such Shares.
10.6 Contemporaneous Offers; Ineffective Offers. No offer made pursuant to
this Article X shall have any effect if made by a Shareholder after receipt of
an effective offer from the other Shareholder pursuant to Section 10.1. In the
event that the Shareholders contemporaneously make offers pursuant to this
Article X, each prior to the receipt of the other Shareholder's offer, the offer
containing the higher Per-Share Price shall be effective and shall control.
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ARTICLE XI
ACCOUNTING AND RECORDS; NONSOLICITATION UPON TRANSFER
11.1 Accounting Period. The Company's accounting period shall be the
calendar year. The Company may, by majority vote of the Board of Directors,
provide for an audit of the books and records of the Company to be made at the
Company's expense.
11.2 Records to be Maintained.
(a) At its principal office, the Company shall maintain its records,
including:
(i) a copy of the Articles of Incorporation and all amendments
thereto;
(ii) copies of records that would enable a Shareholder to
determine the relative voting rights of the Shareholders;
(iii) copies of the Company's federal, foreign, state and
local income tax returns and reports, if any, for the three most
recent years; and
(iv) any financial statements of the Company for the three
most recent years.
(b) A Shareholder may, at such Shareholder's own expense, inspect
and copy any Company record upon reasonable request during ordinary
business hours.
11.3 Reports to be Furnished. The Company will mail the following reports
to each Shareholder for as long as such Shareholder is a holder of any Shares in
the Company:
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(a) As soon as practicable after the end of each fiscal year, and in
any event within 90 days thereafter, such financial statements of the
Company as of the end of such fiscal year prepared in accordance with
GAAP, as the Board of Directors shall decide.
(b) As soon as practicable after the end of the first, second and
third quarterly accounting periods in each fiscal year of the Company and
in any event within 45 days thereafter, such quarterly financial
information of the Company for such period as the Board of Directors shall
decide.
(c) As soon as practicable after the end of each fiscal month and in
any event within 30 days thereafter, such monthly financial information of
the Company for such period as the Board of Directors shall decide.
(d) Within 30 days prior to the beginning of each fiscal year, an
Annual Budget, which shall be developed and approved by the Board of
Directors. The Annual Budget shall set forth full and complete forecasted
balance sheets, statements of operations and statements of cash flows for
such fiscal year and for each month within that year. The Annual Budget
shall also describe the marketing, production, research and development,
organization and staffing and financial strategies that support the Annual
Budget's forecasted figures.
11.4 Assignment of Rights. The rights granted pursuant to Section 11.3 may
not be assigned or otherwise conveyed by any Shareholder or by an subsequent
transferee of any such rights without the prior written consent of the Company;
provided, however, that any Shareholder may assign to any transferee (other than
a competitor of the Company or of any other Shareholder) the rights granted
pursuant to Section 11.3 in connection with a transfer of all of such
Shareholder's Shares that has been approved and consented to by the Company and
each other Shareholder after full disclosure of the terms and conditions of such
sale.
11.5 Nonsolicitation upon Transfer. In the event of any such sale or
transfer, the transferring Shareholder shall execute a Confidentiality and
Nonsolicitation Agreement in such form as may be prepared by the Company which
(a) shall restrict such Shareholder's disclosure of any proprietary,
confidential and trade secret information of the Company such Shareholder may
have been provided; and (b) shall provide that, for a period of five (5) years
from the date of such transfer, such Shareholder shall agree that neither it nor
its Affiliates
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shall directly or indirectly solicit the customers or contracts of the Company
listed on Schedule A hereto, as the same shall be in existence at the time of
such transfer.
ARTICLE XII
LEGEND ON STOCK CERTIFICATES
Each certificate representing Shares subject to this Agreement, whether
they be Shares originally issued or issued or transferred pursuant to this
Agreement, shall bear on its face in conspicuous type the following legend:
"The shares of stock represented by this certificate (and all transfers
or pledges hereof) are subject to the restrictions of and are
transferable only in compliance with the provisions of that certain
Shareholders Agreement dated as of March 22, 1996, by and among
CallTask Incorporated (the "Company") and its shareholders, a copy of
which is on file at the office of the Company. Any attempted transfer
or pledge hereof in violation of the terms of such Shareholders'
Agreement shall be null and void and may not be recognized by the
Company."
In the event that such legend cannot practicably be placed on the face of
such certificate, either alone or in connection with other legends required by
law or by agreement to be placed on the face of such certificate, the legend
shall be set out on the back of the certificate, and notice thereof shall be
given in conspicuous type on the front.
ARTICLE XIII
VOTING AGREEMENT
13.1 Election of Directors.
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(a) Except as provided in Section 13.1(b), all of the Shareholders
hereby agree that, with respect to any vote by them for the election of
directors for the Company (whether said vote shall be in writing, by
consent or at a regular or special meeting), the Shareholders shall at all
times throughout the Term vote for, or shall otherwise take such action as
may be appropriate to cause the voting for, the election of the following
individuals to the Board, provided such individuals meet any requirements
established by applicable law to serve on the Board: (a) four individuals
nominated by Norrell (the "Norrell Directors"); and (b) three individuals
nominated by Harvard (the "Harvard Directors"). No additional individuals
(or their replacements, if any), other than as set forth herein, may be
elected to the Board throughout the Term unless Shareholders holding more
than seventy-five percent (75%) of the then-current issued and outstanding
Shares consent and provided that any such other individuals meet any
requirements established by applicable law to serve on the Board.
(b) Notwithstanding Section 13.1(b), Harvard's rights to elect three
Harvard Directors shall continue only as long as Harvard owns more than
thirty percent (30%) of the outstanding Shares. In the event Harvard owns
more than twenty percent (20%) of the outstanding Shares but not more than
thirty percent (30%) of the Shares, then Harvard shall be entitled to
nominate and elect two (2) directors. In the event Harvard owns any
outstanding Shares but not more than twenty percent (20%) of the Shares,
then Harvard shall be entitled to nominate and elect one (1) director. The
provisions of this Section 13.1(b) shall control over any conflicting
provisions of the Company's Bylaws.
13.2 Other Voting Rights. The following actions require the approval of
the holders of not less than two-thirds (2/3) of the outstanding Shares: (a) any
change in the business of the Company from that specified in Section 2.1 (other
than revisions to Schedule A, which the Board of Directors shall have the
authority to make from time to time); (b) any amendment to the Articles of
Incorporation, the Bylaws or this Agreement; (c) the continuation of the Company
after a Dissolution Event; (d) sale, exchange, lease or other transfer of all or
substantially all of the assets of the Company; (e) the dissolution of the
Company pursuant to Section 14-2-1402 of the GBCC; (f) the merger of the Company
pursuant to Section 14-2-1101 of the GBCC; and (g) incurring any indebtedness of
the Company in excess of $5,000,000 (except for such indebtedness as may
otherwise be authorized herein).
ARTICLE XIV
TERM
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14.1 Normal Duration. This Agreement shall commence on the Effective Date
and shall, unless sooner terminated pursuant to Section 14.2, continue in full
force and effect as provided herein for an initial term (the "Initial Term") of
twenty (20) years thereafter. This Agreement shall be automatically renewed for
an additional twenty (20)-year period after the expiration of the Initial Term,
provided that all parties consent in writing prior to the expiration of the
Initial Term. The Initial Term, as it may be extended or earlier terminated
pursuant hereto, is referred to herein sometimes as the "Term."
14.2 Early Termination. This Agreement shall terminate on the occurrence
of any of the following events:
(a) the liquidation, bankruptcy or dissolution of the Company;
(b) a single Shareholder becoming the owner of all of the
outstanding Shares; or
(c) the execution of a written instrument to that effect by the
Company and all Shareholders of the Company who are then parties to this
Agreement.
14.3 Effect of Termination. Upon the termination of this Agreement, all
Shares shall be relieved from the terms and provisions hereof, and any
certificates evidencing such Shares may be surrendered to the Company for
cancellation and issuance of a new certificate without the legend provided for
in Article XII.
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ARTICLE XV
MISCELLANEOUS PROVISIONS
15.1 Determination of Fair Market Value. Whenever this Agreement calls for
the fair market value of all or a portion of a Shareholder's Shares to be
determined, such fair market value shall be determined as follows: Norrell and
Harvard shall each select an investment banking firm of recognized national
standing to make such determination, and the average of the valuations of the
two investment banking firms so selected (which shall be furnished to the
Shareholders within sixty (60) days of the notice giving rise to the provisions
of this Section 15.1) shall be binding; provided, however, that in the event the
two valuations vary by more than five percent (5%) of one another, then the two
investment banking firms so selected shall select a third investment banking
firm of recognized national standing, each of which shall work together to make
such determination. The decision of a majority of the investment banking firms
shall be binding and conclusive on Norrell and Harvard, and shall be furnished
to the Shareholders within sixty (60) days from the date of the initiation of
the provisions of this Agreement giving rise to the necessity of determining
fair market value. The party initiating the provisions giving rise to the
necessity of determining fair market value shall bear the costs and expenses of
the investment banking firms.
15.2 Entire Agreement. This Agreement represents the entire Agreement
among all the Shareholders of the Company.
15.3 Activities of the Shareholders. Subject to the provisions of Article
II, each of the Shareholders shall, in its individual capacity or otherwise, be
free to engage in, to conduct or to participate in any business or activity
whatsoever, including, without limitation, the provision of "inbound" and
"outbound" teleservices, without any accountability, liability or obligation
whatsoever to the Company or to any other Shareholder, even if such business or
activity competes with or is enhanced by the business of the Company. Each
Shareholder hereby agrees that engaging in any activity permitted by this
Section 15.3 shall not be considered a breach of any duty that the Shareholders
may have to the Company or to the other Shareholders and that the Company shall
not have any interest in any profits which may be realized with respect to any
such activity.
15.4 Application of Georgia Law. This Agreement, the application and
interpretation hereof shall be governed exclusively by its terms and the laws of
the State of Georgia.
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15.5 Execution of Additional Instruments. Each Shareholder hereby agrees
to execute such other and further statements of interest and holdings,
designations, powers of attorney and other instruments necessary to comply with
any laws, rules or regulations.
15.6 Construction. Whenever the singular form is used in this Agreement,
and when required by the context, the same shall include the plural and vice
versa, and the masculine gender shall include the feminine and neuter genders
and vice versa.
15.7 Headings; References. The headings in this Agreement are inserted for
convenience only and are in no way intended to describe, interpret, define, or
limit the scope, extent or intent of the Company Agreement or any provision
hereof. Any reference in this Agreement to an "Article", "Section", "Schedule"
or "Exhibit" shall mean the specified Article or Section of, or Schedule or
Exhibit to, this Agreement.
15.8 Waivers. The failure of any party to seek redress for violation of or
to insist upon the strict performance of any covenant or condition of this
Agreement shall not prevent a subsequent act, which would have originally
constituted a violation, from having the effect of an original violation.
15.9 Rights and Remedies Cumulative. The rights and remedies provided by
this Agreement are cumulative and the use of any one right or remedy by any
party shall not preclude or waive the right not use any or all other remedies.
Such rights and remedies are given in addition to any other rights the parties
may have by law, statute, ordinance or otherwise.
15.10 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original but all of which shall constitute one and
the same instrument.
15.11 Certification of Non-Foreign Status. In order to comply with Section
1445 of the Code and the applicable Regulations, in the event of the disposition
by the Company of a United States real property interest as defined in the Code
and Regulations, each Shareholder shall provide to the Company, an affidavit
stating, under penalties of perjury, (i) the Shareholder's address, (ii) United
States taxpayer identification number, and (iii) that the Shareholder is not a
foreign person as that term is defined in the Code and Regulations.
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Failure by any Shareholder to provide such affidavit by the date of such
disposition shall authorize the Shareholders to withhold ten percent (10%) of
each such Shareholder's distribution share of the amount realized by the Company
on the disposition.
15.12 Banking. All funds of the Company shall be deposited in its name in
an account or accounts as shall be designated from time to time by the Board of
Directors. All funds of the Company shall be used solely for the business of the
Company. All withdrawals from the Company bank accounts shall be made only upon
a check signed by the President or Treasurer or by such other persons as the
Board of Directors may designate from time to time.
15.13 Determination of Matters Not Provided for in This Agreement. The
Shareholders shall decide any questions arising with respect to the Company and
this Agreement which are not specifically or expressly provided for in this
Agreement.
15.14 Further Assurances. The Shareholders each agree to cooperate, and
to execute and deliver in a timely fashion any and all additional documents
necessary to effectuate the purposes of the Company and this Agreement.
15.15 Time. TIME IS OF THE ESSENCE OF THIS AGREEMENT, AND TO ANY PAYMENTS,
ALLOCATIONS AND DISTRIBUTIONS SPECIFIED UNDER THIS AGREEMENT.
15.16 Certain Shareholder Transactions. Each of the Shareholders and the
Company agrees that, with respect to the Company's needs from time to time for
goods, services and other item the Company shall consider obtaining such goods,
services and other items from one or more of the Shareholders; provided,
however, that the Company shall have no obligation to obtain any such goods,
services or other items from the Shareholders and provided further that the
Company shall deal at arms' length with such Shareholders and shall otherwise
ensure that any transactions entered into between the Company and one or more
Shareholders shall be fair to the Company.
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IN WITNESS WHEREOF, the parties have caused this Shareholders Agreement to
be duly executed as of the Effective Date.
NORRELL CORPORATION
By:
------------------------------------
Title:
---------------------------------
HARVARD TELESERVICING, LLC
By:
------------------------------------
Title:
---------------------------------
CALLTASK INCORPORATED
By:
------------------------------------
Title:
---------------------------------
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SCHEDULE A
BUSINESS OF THE COMPANY
1. Management Services Agreement dated March 26, 1996, by and between
CallTask and LaQuinta Inns, Inc.
Approved and Accepted:
NORRELL CORPORATION
By:
---------------------------
HARVARD TELESERVICING, LLC
By:
---------------------------
CALLTASK INCORPORATED
By:
---------------------------
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