August 2, 2002




 




Miner Smith




215 Beacon Knoll Drive




Alpharetta, GA 30022




 




DearMiner:




 




Per our telephone conversation, this letter represents the terms of our

agreement with regard to your separation.




 




1.                                      Payments and Other Consideration: If you sign

and do not revoke this Agreement, ARC will agree to the following:




 




•                  ARC will pay you twenty-five

thousand dollars ($25,000) in a lump sum, from which all applicable payroll

taxes and withholdings will be made, within 10 days of the receipt of this

signed agreement.




 




•                  ARC will pay you an

additional two hundred thousand dollars ($200,000), in the form of salary

continuation, in twenty six (26) bi-weekly installments of seven thousand, six

hundred ninety two dollars and thirty cents ($7,692.30) over a period of 12

months.  During that time period, you

will remain an employee of record, eligible to participate in the company

medical benefit plan.  You will not be

eligible to accrue additional vacation and your final check will include

payment for any unpaid, accrued, but unused, vacation as of August 1, 2002.




 




•                  ARC will permit you to

retain the laptop computer in your possession.




 




•                  ARC agrees to waive the

non-compete clause.




 




•                  ARC agrees to provide

outsourcing assistance through a recognized outplacement firm in your

geographic area.  I will make those

arrangements and provide that information to you no later than 7 days from

receipt of this signed agreement.




 




•                  ARC agrees to waive the

non-compete clause as included in your employment agreement.




 





























 




2.                                      In exchange for the above, you

agree to the following:




 




•                  You agree not to bring any

lawsuit against ARC and release and waive ARC from all claims or liability

arising out of your employment and/or your separation from employment with ARC

as of the date of this Agreement. 

Excluded from this release are any claims, which cannot be waived by

law, including, but not limited to, the right to file a charge with or

participate in an investigation conducted by certain government agencies,

including the Equal Employment Opportunity Commission.  You are waiving, however, your right to any

monetary recovery should any agency, such as the Equal Employment Opportunity

Commission pursue any claims on your behalf.




 




•                  You agree that the terms of

this Agreement, including, but not limited to, the payments pursuant to this

Agreement shall be kept strictly confidential and shall not be disclosed except

to your attorneys and/or tax advisers or as you may be otherwise legally

required to do so.




 




•                  You agree to return any ARC

property and information in your possession, custody or control, including, but

not limited to, all proprietary business information, technical employee

information, corporate information, any kind of equipment and any other

information or material of any kind that is in any way related to ARC’s

business that has been used by employees or in furtherance of ARC’s

business.  This obligation extends to

all such property or information without regard to the form or manner in which

the property or information is maintained.




 




•                  You agree that with

reasonable notice, you will furnish information as may be in your possession

and cooperate with ARC as may be reasonably requested in connection with any

claims or legal actions in which ARC is or may become a party.




 




•                  You agree to provide me with

the serial number of the laptop in your possession and further agree that any

ARC proprietary and confidential information that remains on the laptop must be

removed from the computer, as well as any software that was installed under ARC’s

license.  ARC reserves the right to

ensure that this information has been removed from the computer, prior to any

payments under this Agreement.




 




•                  You agree that for a period

of one (1) year following August 1, 2002 you will not hire any employee of ARC

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 ARC.




 




•                  You agree that this

Agreement sets forth the entire agreement between you and ARC and supersedes

any other written or oral understandings. 

You and ARC agree that if any provision of this Agreement or application

thereof is held to be invalid, the invalidity shall not affect other provisions

or applications of this Agreement.




 





























 




You have 15 days in which to decide whether to enter into this

Agreement, sign it, and return it to me at Alternative Resources Corporation,

600 Hart Road, Suite 300, Barrington, Illinois, 60010.  The Agreement will not become effective or

binding on you and ARC until 7 days after you sign it.  You may revoke the Agreement during those 7

days by mailing a letter of revocation to me at the above address.  Such a letter must be signed, sent certified

mail, and postmarked no later than the seventh day after the date on which you

signed the Agreement.




 




 




Sharon A. McKinney




 




Sr. Vice President, Human Resources




 




Alternative Resources Corporation




 




 




	

   


  	

   


  	

   


  
	

  Miner Smith


  	

  Date