EXHIBIT 10.3.5
[Westaff Logo]
EMPLOYMENT CONTRACT
This Employment Contract is entered into by and between WESTAFF SUPPORT, INC.
("Westaff") and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("you") effective as of the date stated in
Paragraph 1 below.
Westaff hereby agrees to continue your employment and you agree to continue your
employment with Westaff upon the following terms and conditions:
1. DURATION. Your position as Senior Vice President and Chief Financial
Officer shall start as of January 1, 2001 and shall continue thereafter
until terminated by either party. Westaff will give you six (6) months
advance notice of termination. However, Westaff will not be obligated to
give you such advance notice if:
a. You are a part-time employee; or
b. You accept an offer of employment with a business competitive
to Westaff; or
c. You are terminated for misconduct, violation of this Contract
or violation of Westaff's policies or rules as set forth in
Westaff's Employee Handbook or otherwise made known to you.
2. TERMINABLE-AT-WILL. You are a "terminable-at-will" employee. You may resign
at any time with or without a reason. Likewise, Westaff may dismiss you at
any time with or without cause. You acknowledge that there are no other
express or implied agreements between you and Westaff for any specific
period of employment, or for continuing or long-term employment.
3. PAY. You will be paid a beginning salary of Two Hundred Thirty-Five
Thousand Dollars ($235,000) per year. Your pay may be revised without
impairing the effectiveness of any other provisions of this Contract. Your
pay will be paid in equal installments every two weeks. Each pay period is
distinct and severable and your employment for part of a pay period or part
of a year will not entitle you to pay for more than the time you actually
worked. In the event your employment terminates during a pay period, your
pay will be prorated to the date of termination and will include earned
vacation pay, if any.
4. CONFIDENTIALITY. Westaff is a provider of staffing and employment
services. You acknowledge that by virtue of your employment, you will
become familiar with or have access to Westaff's valuable proprietary
information, confidential data and trade secrets which include, but are not
limited to, customers' and employees' names, addresses and telephone
numbers, ▇▇▇▇ and pay rates, employees' pay and skills, ordering sources,
statistical information, sales techniques, methods of operation,
advertising materials, forms and operating manuals. As the misappropriation
of such information, data or secrets would result in great damage or loss
to Westaff, you agree not to use any of it for your own benefit and not to
disclose it to, or allow the use of it by any person, firm or corporation,
whether during your Westaff employment or thereafter.
5. NON-DIVERSION. You agree that you will not, directly or indirectly, either
for yourself or for any other person, firm or corporation solicit or
attempt to divert any Westaff customer or recruit any Westaff employee
during your Westaff employment and for a period of one year thereafter. For
purposes of this paragraph, a Westaff customer is defined as any person,
firm or corporation that Westaff has serviced within one year preceding the
termination of your employment and with whom you have had contact on behalf
of Westaff, and a Westaff employee is defined as any person who has
received salary or wages from Westaff within one year preceding the
termination of your employment.
6. NON-COMPETITITION. You agree to devote your best efforts to the
performance of your Westaff duties and to perform no acts detrimental to
Westaff's best interests. You will not engage in any other business or work
for any person or entity during your Westaff workday. While employed by
Westaff, you will not engage in any competitive staffing or employment
services business. You further agree that you will not engage in a
competitive staffing or employment services business, in a same or similar
capacity in which you were employed by Westaff, for yourself or for any
other person, firm or corporation, within a radius of twenty-five miles
from the Westaff office(s) where you were working, for a period of one year
after the termination of your Westaff employment.
7. AUTHORITY. You shall have authority in the exercise of your good faith
business judgment to enter into any contract or agreement or otherwise bind
Westaff as an executive officer of Westaff.
8. PROPERTY. Upon termination of your employment, you agree to immediately
deliver to Westaff all equipment, supplies, keys, manuals, monies,
overpayments, lists, records, resumes, diskettes or other material related
to the business of Westaff and all Westaff property of whatever nature in
your possession or control or which you may have entrusted to any other
party.
9. VIOLATION. You acknowledge that the obligations and restrictions set forth
in this Contract are reasonably necessary for the protection of Westaff's
business, goodwill, property, and customer and employee relationships. You
recognize that irreparable damage will result to Westaff in the event of
any violation of this Contract and you hereby agree to the issuance of a
restraining order and/or an injunction against you for such a violation,
in addition to any other legal or equitable remedies Westaff may have.
10. ASSIGNMENT. Westaff's rights and/or duties under this Contract may be
assigned or delegated to any successor of Westaff. However, you may assign
none of your rights and/or duties under this Contract to any other party.
11. MODIFICATION. The terms of this Contract may be amended, modified or
replaced only by a subsequent written agreement signed by you and an
authorized representative of Westaff.
12. SEVERABILITY. Every provision of this Contract is distinct and
severable. If any such portion is held to be illegal, unenforceable or
void, it shall not affect the legality, enforceability or validity of any
of the other provisions.
13. ACKNOWLEDGMENT. You hereby acknowledge that you have read and
understood this Contract. By signing below, you acknowledge receipt of a
copy of this Contract and agree to abide by its terms and conditions.
EMPLOYEE:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 12/22/00
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Date
WESTAFF SUPPORT, INC.
By: W. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Location: Walnut Creek, California
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W. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Chairman of the Board and interim President
and Chief Executive Officer