Exhibit 10.12


TERMINATION
AGREEMENT


Termination Agreement (the “Agreement”) dated January 4, 2003 among
Medical Staffing Network, Inc. (the “Company”), a Delaware corporation located
at 901 Yamato Road, Suite 110, Boca Raton, Florida 33431, Medical Staffing
Network Holdings, Inc. (“Holdings”) f/k/a MSN Holdings, Inc., a Delaware
corporation located at 901 Yamato Road, Suite 110, Boca Raton, Florida 33431,
and Linda K. Duval (the “Executive”), an individual residing at 6264 N. W. 102nd
Way, Parkland, Florida 33076.


Recitals


A.            The Company, Holdings and
the Executive are parties to an Amended and Restated Employment Agreement (the
“Employment Agreement”) dated August 20, 2001, as amended October 26, 2001.


B.            The Company, Holdings and
the Executive desire to terminate the Employment Agreement subject to the terms
and conditions of this Agreement.


C.            All terms not otherwise
defined in this Agreement shall have the meanings given them in the Employment
Agreement.


Agreement


1.             Termination of
Employment Agreement.  Effective
as of the date of this Agreement, the Employment Agreement is terminated, and
the Company and Holdings shall have no obligations to the Executive, and the
Executive shall have no obligations to the Company or Holdings, except as set
forth in this Agreement.  The Executive
hereby resigns from her position as Executive Vice President of the Company.


2.             Payment Upon
Termination.  Upon
execution of this Agreement, the Company shall pay to the Executive through
January 4, 2003 (i) all accrued but unpaid Salary, all accrued but unused
vacation for the period preceding the date of this Agreement and all other
accrued compensation and (ii) all unreimbursed expenses incurred by the
Executive.


3.             New Employment
Position with Company; Employment Benefits.  Upon execution of this Agreement, the Executive shall become an
“at will” employee of the Company holding the position of Vice President —
Business Development.  All accrued, but
unused sick and personal days for the period preceding the date of this Agreement
shall be carried over pursuant to the policies and procedures of the
Company.  In addition, the Company shall
provide, at no cost to the Executive, (i) comprehensive health and major
medical insurance coverage for the Executive and her spouse, domestic partner
and minor children and (ii) a life insurance policy from a nationally
recognized insurance carrier providing a death benefit equal to one year of the
Executive’s base salary and designation by the Executive of the beneficiary or
beneficiaries of the proceeds of such life insurance policy.  The Executive shall be entitled to
participate in stock option plans, bonus compensation plans and other employee
benefit plans offered by the Company to other employees of like status in the
Company as the Executive on the terms specified in such plans.


 


 

















 


 


4.             Release by
Executive.  The
Executive, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, hereby releases and forever discharges the
Company and Holdings, and their respective predecessors, subsidiaries,
affiliates, officers, employees, shareholders, directors, insurers, sureties,
successors and assigns (collectively, the “Company Releasees”) from any and all
claims, obligations, actions, causes of action, claims at law or in equity,
suits, liens, encumbrances, contracts, agreements, promises, liabilities,
demands, controversies, damages, losses, debts, dues, fees, costs or expenses
of any nature whatsoever, whether known or unknown, fixed or contingent, which
the Executive may now have, may have had or may hereafter have against the
Company Releasees by reason of any matter, cause, happening or thing occurring
on or before the date of this Agreement including, but not limited to, any
matter, cause, happening or thing arising out of or related to the Executive’s
involvement, association or participation in any way with the Company Releasees
but excluding the right of the Executive to enforce her rights under this
Agreement.


The
Executive also understands and agrees that this provision acquits, releases and
forever discharges the Company Releasees of and from any and all claims,
actions, causes or causes of action, suits, demands, damages, losses,
obligations, debts, dues or other liabilities, whether arising at law or in
equity, which the Executive may have sustained, has now sustained or may
hereafter sustain or which the Executive may have had, may now have or may
hereafter have because of the claims of any third parties, whether known or
unknown, anticipated or unanticipated, arising out of or related to the
Executive’s involvement, association or participation in any way with the
Company Releasees, except the right of the Executive to enforce her rights
under this Agreement.


5.             Federal Income
Tax Withholding.  The
Company may withhold from amounts payable under this Agreement, or arrange for
the payment of, federal, state, local or other taxes as required pursuant to
law or governmental regulation or ruling.


6.             Waiver.  No term or condition of this Agreement shall
be deemed to have been waived, nor shall there be any estoppel against the
enforcement of any provision of this Agreement, except by written instrument
signed by the party charged with the waiver or estoppel.  No written waiver shall be deemed to be a
continuing waiver unless specifically stated therein, and each waiver shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of the term or condition for the future or as to any act
other than that specifically waived.


7.             Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida without regard to
conflicts of law principles.


8.             Attorneys’ Fees.  If litigation is brought concerning this
Agreement, the prevailing party shall be entitled to receive from the
non-prevailing party, and the non-prevailing party shall immediately pay upon
demand, all reasonable attorneys’ fees and expenses of the prevailing
party.  Except as otherwise provided in
this Agreement, each party shall pay its own legal fees and disbursements and
other expenses incurred in connection with this Agreement.


 


 


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9.             Notices.  All notices and other communications
required or permitted under this Agreement shall be in writing and delivered
personally or sent by certified or registered mail, postage prepaid, return
receipt requested (deemed delivered five business days after the date sent)
addressed to the address of the applicable party appearing in the preamble of
this Agreement.  Any party may by notice
given in accordance with this Section to the other party designate another
address or person for receipt of notices.


10.           Binding Effect.  This Agreement shall inure to the benefit of
and be legally binding upon all successors and assigns of the respective
parties.


11.           Entire
Agreement; Amendment.  This
Agreement constitutes the entire understanding of the parties and supersedes
all prior discussions, negotiations, agreements and understandings, whether
oral or written, with respect to its subject matter.  This Agreement may be modified only by a written instrument
properly executed by the Executive, the Company and Holdings.


12.           Severability.  If any one or more of the provisions of this
Agreement is held invalid, illegal or unenforceable, the remaining provisions
of this Agreement shall be unimpaired, and the invalid, illegal or
unenforceable provision shall be replaced by a mutually acceptable valid, legal
and enforceable provision which comes closest to the intent of the parties.


13.           Dispute Resolution
Procedure.  The
parties agree that any dispute arising out of this Agreement, shall be resolved
under the following procedures:


13.1         The party claiming to
be aggrieved shall furnish to the other parties a written statement of the
grievance identifying any witnesses or documents that support the grievance and
the relief requested or proposed.


13.2         If the other party to
whom the grievance is directed does not agree within five business days after
receipt of the statement to furnish promptly the relief requested or proposed,
or otherwise does not satisfy the demand of the party claiming to be aggrieved
within five business days after receipt of the statement, the parties shall
promptly submit the dispute to non-binding mediation before a mediator to be jointly
selected by the parties. The Company and the Executive shall each pay one-half
of the cost of the mediation; provided, however, if the grievance
is not resolved in mediation and litigation is commenced, the non-prevailing
party shall reimburse the prevailing party for the cost of the mediation in
accordance with Section 10 of this Agreement.


14.           Counterparts.  This Agreement may be executed by the
parties in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one
and the same agreement.


15.           Assurances.  The Executive and the Company agree to
execute, acknowledge, deliver and file, or cause to be executed, acknowledged,
delivered and filed, all further instruments, agreements or documents as may be
necessary to


 


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consummate
the transactions provided for in this Agreement and to do all further acts
necessary to carry out the purpose and intent of this Agreement.


16.           Legal Review.  The Executive acknowledges and agrees that
she has had reasonable time to consider this Agreement, has had an opportunity
to consult with an attorney of her own choosing, and has relied fully and
completely on her own judgment and the advice of her attorneys in deciding
whether to execute this Agreement.


17.           WAIVER OF JURY TRIAL.  IF
LITIGATION IS BROUGHT CONCERNING THIS AGREEMENT, EACH OF THE PARTIES KNOWINGLY
AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY
JURY.  THE PARTIES AGREE THAT THIS
PROVISION IS A MATERIAL INDUCEMENT TO THE PARTIES’ ENTERING INTO THIS
AGREEMENT.


IN WITNESS WHEREOF, this Agreement has been executed as of the date
first written above.


	
   

  	
  MEDICAL STAFFING NETWORK,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  Robert J. Adamson

  
	
   

  	
   

  	
   

  	
  Robert J. Adamson,
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MEDICAL STAFFING NETWORK
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  Robert J. Adamson

  
	
   

  	
   

  	
   

  	
  Robert J. Adamson,
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/  Linda K. Duval

  	 

	
   

  	
  Linda K. Duval,
  Individually

  	 

					



 


 


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