EXHIBIT 10 - EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN ALTERNATIVE RESOURCES
CORPORATION AND ROBERT CARLSON DATED JANUARY 1, 1999
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") made effective as of January 1,
1999 by and between Alternative Resources Corporation (the "Company") and
Robert Carlson (the "Executive").
In consideration of the mutual covenants contained in the Agreement,
the parties hereby agree as follows:
SECTION I
EMPLOYMENT
The Company agrees to employ the Executive, and the Executive agrees to
be employed by the Company for the Period of Employment as provided in
Section III A. below upon the terms and conditions provided in the Agreement.
SECTION II
POSITION AND RESPONSIBILITIES
During the Period of Employment, the Executive agrees to serve as
Executive Vice President and Chief Operating Officer of the Company, and to
be responsible for the typical responsibilities expected of an officer
holding such positions and such other responsibilities consistent with such
positions as may be assigned to the Executive from time to time by the Chief
Executive Officer of the Company.
SECTION III
TERMS AND DUTIES
A. PERIOD OF EMPLOYMENT
The term of Executive's employment under this Agreement will
commence as of January 1, 1999 and shall continue through December 31, 1999,
subject to extension or termination as provided in the Agreement (the "Period
of Employment"). The term shall be extended for an additional one-year period
as of December 31, 1999 and as of each December 31 thereafter, unless either
party gives ninety (90) days prior notice of its intent not to extend.
B. DUTIES
During the Period of Employment, the Executive shall devote all of
his business time, attention and skill to the business and affairs of the
Company and its subsidiaries, except that Executive may (i) participate in
the affairs of any governmental, educational or other charitable institution,
or engage in professional speaking and writing activities, so long as the
Board of Directors of the Company, does not determine, in good faith, that
such activities unreasonably interfere with the business of the Company or
diminish the Executive's obligations under the Agreement; or (ii) serve are a
member of the board of directors or other corporations, so long as the Board
of Directors of the Company, in its discretion, specifically approves such
service, and in any such case, the Executive shall be entitled to retain all
fees, royalties and other compensation derived from such activities in
addition to the compensation and other benefits payable to him under the
Agreement; and provided further, that the Executive may invest his personal
or family funds in any form or manner he may choose that will not require any
services on his part in the operation of or the affairs of the companies in
which such investments are made. The Executive will perform faithfully the
duties consistent with his position as Executive Vice President and Chief
Operating Officer which may be assigned to him from time to time by the Chief
Executive Officer.
SECTION IV
COMPENSATION AND BENEFITS
A. BASE SALARY
During the Period of Employment, the Company agrees to pay the
Executive as base salary ("Base Salary") of Two Hundred and Fifty Thousand
Dollars ($250,000). Such Base Salary shall by payable according to the
customary payroll practices of the Company but in no event less frequently
than bi-weekly installments.
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B. ANNUAL INCENTIVE AWARDS
The Executive shall be eligible for an incentive compensation award
for calendar year 1999. Such award to be determined by the Compensation
Committee of the Board of Directors.
C. OPTIONS
The Company may grant the Executives, from time to time, stock
options. The option shall be in the form approved by the Board of Directors
of the Company and, except as otherwise provided herein, shall be governed by
terms and provisions comparable to those applicable to options granted under
the Company's Stock Option Plan. If the Company terminates the employment of
the Executive Without Cause as defined in Section VIII; (i) the Executive's
employment hereunder terminates because of his death or disability (as
defined in section VI); or (ii) there is a change in control of the Company,
all options shall become fully exercisable and shall remain exercisable for
the remainder of their term.
For purposes of this Agreement, a "change in control" of the Company
shall be deemed to occur in connection with any of the following events with
respect to the Company:
(i) The acquisition by an entity, person or group (including all
affiliates of such entity, person or group) of beneficial
ownership, as that term is defined in Rule 13d-3 under the
Securities exchange Act of 1934 (which definition shall apply
even if the Company is not then subject to such Act), of
capital stock of the Company entitled to exercise more that
30% of the outstanding voting power of all capital stock of
the Company ("Voting Stock").
(ii) The effective time of (i) a merger or consolidation of the
Company with one or more other corporations as a result of
which the holders of the outstanding Voting Stock immediately
prior to such merger or consolidation (other than the
surviving or resulting corporation or any affiliate thereof)
hold less than 50% of the Voting Stock of the surviving or
resulting corporation, or (ii) a transfer of more than 50% (in
value) of the assets of the Company other than to a transferee
in which the Company owns at least 50% of the Voting Stock; or
(iii) The election to the Board of Directors of the Company of the
lesser of (i) three directors or (ii) directors constituting a
majority of the number of directors of the Company the in
office, without the recommendation of the existing Board of
Directors.
D. ADDITIONAL BENEFITS
The Executive will be entitled to participate in all compensation or
employee benefit plans or programs and receive all benefits and perquisites
for which any salaries executive employees are eligible under any existing or
future plan or program established by the Company for salaries executives
employees. The Executive will participate to the extent permissible under the
terms and provisions of such plans or programs in accordance with plan or
program provisions. These may include group hospitalization, health, dental
care, life or other insurance, tax qualified pension, savings, thrift and
profit sharing plans, termination pay programs, sick leave plans, travel or
accident insurance, short and long term disability insurance, and contingent
compensation plans including capital accumulation programs, restricted stock
programs, stock purchase programs and stock option plans. Nothing in the
Agreement will preclude the Company from amending or terminating any of the
plans or programs applicable to salaries executive employees of the Company.
Notwithstanding the foregoing sentence, no such amendment or termination
shall reduce or otherwise adversely affect executive's rights under Section
IV C. of this Agreement. In addition to the foregoing benefits, executive
shall be entitled to receive a paid vacation of four (4) weeks during each
twelve (12) month period during the Period of Employment.
SECTION V
BUSINESS EXPENSES
The Company will reimburse the Executive for all reasonable travel
and other expenses incurred by the Executive in connection with the
performance of his duties and responsibilities under this Agreement.
Executive must support all expenditures with customary receipts and expense
reports subject to review by the Company.
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SECTION VI
DISABILITY
A. PAYMENTS
Executive's employment hereunder may be terminated by the Company if
(i) Executive becomes physically or mentally incapacitated, (ii) is unable
for a period of one hundred eighty (180) consecutive days to perform his
material duties and responsibilities and (iii) a determination is made
regarding Executive's continued incapacity by a physician appointed by the
Company (such continued incapacity is hereinafter referred to as
"disability"). Upon any such termination for disability, Executive shall be
entitled to receive (i) his Base Salary, as well as the annual incentive
award, prorated in each case through the date on which the Executive is first
eligible to receive payment of long term disability benefits in lieu of Base
Salary under the Company's long term disability benefit plan as then in
effect covering the Executive, and (ii) his accrued benefits under the terms
of the plans, policies and procedures of the company.
B. ASSISTANCE TO THE COMPANY
During the period the Executive is receiving payments of either
regular compensation or disability insurance benefits described in this
Agreement and as long as he is physically and mentally able to do so, the
Executive will furnish information and assistance to the Company and form
time to time will make himself available to the Company with respect areas
and matters in which he was involved during his employment with the Company.
SECTION VII
DEATH
In the event of the death of the Executive during the Period of
Employment, (i) Executive's estate shall be entitled to receive his Base
Salary, as well as the annual incentive award, prorated in each case through
the date of Executive's death, and (ii) Executive's designated beneficiary or
estate, as the case my be, shall be entitled to his accrued benefits,
including, but not limited to, life insurance proceeds, under the terms of
the plans, policies and procedures of the Company.
SECTION VIII
EFFECT OF TERMINATION OF EMPLOYMENT
A. TERMINATION WITHOUT CAUSE
If the company terminated Executive's employment Without Cause
during the Term of Employment, as defined in the Agreement, or the Term of
Employment ends because the Company ends the automatic extension thereof
under Section II A. of the Agreement, the Company will pay to the Executive
in a lump sum, his Base Salary for a period of twelve (12) months. Earned but
unpaid Base Salary will be paid in a lump sum at the time of such
termination. The Company also will pay the Executive in a lump sum upon such
termination an amount equal to a prorated portion of the annual incentive
award for the year in which the termination occurred. The benefits and
perquisites described in the Agreement as in effect at the date of
termination of employment will be continued for the then remaining Period of
Employment.
B. TERMINATION WITH CAUSE
If the Company terminates Executive With Cause, (i) Executive shall
be entitled to receive his Base Salary prorated through the date of
Executive's termination, and (ii) Executive shall be entitled to his accrued
benefits under the terms of the plans, policies and procedures of the Company.
C. EFFECT OF CERTAIN TERMINATIONS
Upon termination of the Executive's employment for reasons other
than due to death, disability, or pursuant to Paragraph A of this Section, or
upon Executive's resignation, the Period of Employment and the Company's
obligation to make payments under this Agreement will cease as of the date of
termination except as expressly defined in the Agreement. Executive shall
have the right to voluntarily terminate this Agreement, other than for Good
Reason or in conjunction with a Change in Control, upon two weeks' prior
notice to the Company. If Executive voluntarily terminates his employment
with the Company, (i) Executive shall be entitled to receive his Base Salary
prorated through the date of Executive's voluntary termination, and (ii)
Executive shall be entitled to his accrued benefits under the terms of the
plans, policies and procedures of the Company.
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D. DEFINITIONS
For this Agreement, the following terms have the following meanings:
(1) Termination "With Cause" means termination of the
Executive's employment by the Company's Board of Directors acting in good
faith by written notice by the Company to the Executive specifying the event
relied upon for such termination, due to the Executive's serious, willful
misconduct with respect to his duties under the Agreement, including, but not
limited to, conviction for a felony or perpetration of a common law fraud,
which has resulted or is likely to result in material economic damage to the
Company.
(2) Termination "Without Cause" means termination by the
Company of the Executive's employment other than due to death, disability, or
termination With Cause.
SECTION IX
OTHER DUTIES OF THE EXECUTIVE DURING
AND AFTER THE PERIOD OF EMPLOYMENT
A. COOPERATION DURING AND AFTER EMPLOYMENT
The Executive will, with reasonable notice during or after the
Period of Employment, furnish information as may be in his possession and
cooperate with the Company as may reasonably be requested in connection with
any claims or legal actions in which the Company is or may become a party.
B. CONFIDENTIAL INFORMATION
The Executive recognizes and acknowledges that all information
pertaining to the affairs, business, clients, customers or other
relationships of the Company, as hereinafter defined, is confidential and is
a unique and valuable asset of the Company. Access to and knowledge of this
information are essential to the performance of the Executive's duties under
this Agreement. The Executive will not during the Period of Employment or
after, except to the extent reasonable necessary in performance of the duties
under this Agreement, give to any person, firm, association, corporation or
governmental agency any information concerning the affairs, business,
clients, customers or other relationships of the Company, except as required
by law. The Executive will not make use of this type of information for his
own purposes or for the benefit of any person or organization other than the
Company. The Executive will also use his best efforts to prevent the
disclosure of this information by others. All records, memoranda, etc.,
relating to the business of the Company, whether made by the Executive or
otherwise coming into his possession, are confidential and will remain the
property of the Company.
C. CERTAIN RESTRICTED ACTIVITIES
During the Period of Employment and for a one (1) year period
thereafter, the Executive will not use his status with the Company to obtain
goods or services from another organization other than in the ordinary course
of business. During the Period of Employment and for a one (1) year period
following termination of the Period of Employment: the Executive will not
make any statement or perform any acts intended to advance the interest of
any existing or prospective competitors of the Company in any way that will
injure the interest of the Company; the Executive, without prior express
written approval by the Board of Directors of the Company, will not directly
or indirectly own or hold any proprietary interest in or be employed by or
receive compensation from any party engaged in the same or any similar
business in the same geographic areas the Company does business; and the
Executive, without express prior written approval from the Board of
Directors, will not solicit any members of the then current customers,
clients or suppliers of the Company or discuss with any employee of the
Company information or operation of any business intended to compete with the
Company. For the purposes of the Agreement, proprietary interest means legal
or equitable ownership, whether through stock holdings or otherwise, of a
debt or equity interest (including options, warrants, rights and convertible
interest) in a business firm or entity, or ownership of more that 2% of any
class of equity interest in a publicly-held company. The Executive
acknowledges that the covenants contained herein are reasonable as to
geographic and temporal scope. For a twelve (12) month period after
termination of the Period of Employment for any reason, the Executive will
not hire any employee of the Company or solicit, other than by means of a
general solicitation to the public such as a newspaper advertisement, or
encourage any such employee to leave the employ of the Company.
D. REMEDIES
The Executive acknowledges that his breach or threatened or attempted
breach of any provision of Section IX would cause irreparable harm to the
Company not compensable in monetary damages and that the Company shall be
entitled, in addition to all other applicable remedies, to a temporary and
permanent injunction and a decree for specific performance of the terms of
Section IX without being required to prove damages or furnish any bond or other
security. The
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Executive hereby acknowledge the necessity of protection against the
competition of, and certain other possible adverse actions by, the Executive
and that the nature and scope of such protection has been carefully
considered by the parties. The period provided and the area covered are
expressly represented and agreed to be fair, reasonable and necessary. If,
however, any court or arbitrator determines that the restrictions described
herein are not reasonable, the court or arbitration panel may modify, rewrite
or interpret such restrictions to include as much of their nature and scope
as will render them enforceable.
SECTION X
INDEMNIFICATION, LITIGATION
The Company will indemnify the Executive to the fullest extent
permitted by the laws of the state of incorporation in effect at that time,
or certificate of incorporation and by-laws of the Company whichever affords
the greater protection to the Executive. The Company will use its best
efforts to obtain and maintain customary directors and officers liability
insurance, covering Executive. The foregoing indemnification shall continue
to apply following the termination of the Period of Employment for actions or
omissions during the Period of Employment.
SECTION XI
WITHHOLDING TAXES
The Company may directly or indirectly withhold from any payments under this
Agreement all federal, state, city or other taxes that shall be required
pursuant to any law or governmental regulation.
SECTION XII
EFFECT OF PRIOR AGREEMENTS
The Agreement contains the entire understanding between the Company
and the Executive with respect to the subject matter and supersedes any prior
employment, severance, or other similar agreements between the Company, its
predecessors and its affiliates, and the Executive.
SECTION XIII
MODIFICATION
Subject to Section IV G., this Agreement may not be modified or
amended except in writing signed by the parties. No term or condition of this
Agreement will be deemed to have been waived, except in writing by the party
charged with waiver. A waiver shall operate only as to the specific term or
condition waived and will not constitute a waiver for the future or act on
anything other than that which is specifically waived.
SECTION XIV
GOVERNING LAW; ARBITRATION
This Agreement and its validity, interpretation, performance and
enforcement shall be governed by the laws of the State of Illinois, without
giving effect to the choice of law provisions thereof.
An dispute among the parties hereto shall be settled by arbitration
in accordance with the then applicable rules of the American Arbitration
Association and judgment upon the award rendered may be entered in any court
having jurisdiction thereof.
SECTION XV
NOTICES
All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been made when delivered or
mailed first-class postage prepaid by registered mail, return receipt
requested, or when delivered if by hand, overnight delivery services of
confirmed facsimile transmission, to the following:
(a) If to the Company, at:
Alternative Resources Corporation
100 Tri-State International, Suite 300
Lincolnshire, IL 60069
Attention: Chairperson, Governance Committee of
Board of Directors
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or at such other address as may have been furnished to the Executive by the
Company in writing, or
(b) If to the Executive, at:
27276 W. Twin Ponds Road
Barrington, IL 60010
or at such other address as may have been furnished to the Company by the
Executive in writing.
SECTION XVI
BINDING AGREEMENT
This Agreement shall be binding on the parties' successors, heirs
and assigns.
SECTION XVII
MISCELLANEOUS
A. MULTIPLE COUNTERPARTS
This Agreement may be executed simultaneously in multiple
counterparts each of the same force and effect.
B. SEVERABILITY
If any phrase, clause or provision of this Agreement is declared
invalid or unenforceable by an arbitrator or court of competent jurisdiction,
such phrase, clause or provision shall be deemed severed from this Agreement,
but will not affect any other provisions of this Agreement, which shall
otherwise remain in full force and effect. In addition, there will
automatically substituted herein for such severed phrase, clause or provision
a phrase, clause or provision as similar as possible which is valid and
enforceable.
C. HEADINGS
The headings and subheadings of this Agreement are inserted for
convenience of reference only and are not to be considered in construction of
the provisions hereof.
D. CONSTRUCTION
The Company and the Executive acknowledge that this Agreement was
the result of arm's-length negotiations between sophisticated parties each
represented by legal counsel. Each and every provision of this Agreement
shall be construed as though both parties participated equally in the
drafting of same, and any rule of construction that a document shall be
construed against the drafting party shall not be applicable to this
Agreement.
E. SURVIVORSHIP
The provisions of Sections IV-XVII shall survive the termination or
expiration of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.
COMPANY
ALTERNATIVE RESOURCES CORPORATION
By: /s/ Raymond R. Hipp
------------------------------------------
Raymond R. Hipp, Chief Executive Officer
And President
EXECUTIVE
/s/ Robert Carlson
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Robert Carlson
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