exv10w1



 







Exhibit 10.1




Employment Agreement




     This Employment Agreement (the “Agreement”) is made as of July 27, 2006, between COMSYS
IT Partners, Inc., a Delaware corporation (the “Company”), and Larry L. Enterline (the
"Executive”).




	1.	 	BACKGROUND. The Company’s Board of Directors (the “Board”), acting through the Compensation
Committee, considers the employment of the Executive to be in the best interests of the
Company and its shareholders. The Compensation Committee desires to employ the Executive and
structure the Executive’s compensation to encourage the Executive to accept employment with
the Company, in part by providing for certain severance benefits if the Executive’s employment
ends in certain specified ways.
	 
	2.	 	DEFINITIONS. For purposes of this Agreement, the following terms have the meanings set forth
below. Other defined terms have the meanings set forth in the provisions of this Agreement in
which they are used.
	 
	2.1	 	Base Salary is defined in Section 4.1.
	 
	2.2	 	Beneficial Owner is defined in Rule 13d-3 of the Exchange Act.
	 
	2.3	 	Benefit means any Company-provided or Company-sponsored pension plan, 401k plan, insurance
plan, or other employee benefit plan, program or arrangement made available to the Company’s
employees generally.
	 
	2.4	 	Bonus Potential means the annual bonus amount that will be earned by the Executive under
the Company Bonus Plan if the Company’s EBITDA is 100% of the targeted EBITDA for the
applicable period as set forth on Exhibit B. The Executive’s current Bonus Potential is set
forth on Exhibit A, Schedule 1. If such potential bonus amount is increased at any time in
the Company’s sole discretion, then the resulting increased potential bonus amount shall be
deemed the Bonus Potential for all purposes hereunder.
	 
	2.5	 	Bonus Potential Earned means the amount of the Executive’s Bonus Potential that was earned
during the bonus period in question. The amount earned will be equal to the percentage of
Bonus Potential during the bonus period that corresponds to actual performance during that
period, multiplied by the Executive’s Bonus Potential. The amount earned will be prorated for
any bonus period the Executive was not employed by the Company for the entire bonus period
based on the portion of the bonus period the Executive was employed by the Company. Any such
prorated bonus will be determined at the same time and in the same manner that bonuses are
determined for other participants in the Company Bonus Plan upon completion of such bonus
period and payments will be made at the same time that payments are made to other participants
in the Company Bonus Plan. In no event will any portion of the Bonus Potential be deemed to
have been earned by the Executive if the Executive resigns other than for Good Reason or if
the Employment is terminated for Cause.





 









 






	2.6	 	Cause: As used in this Agreement:






	 	(a)	 	The term “Cause” or “for cause” or “with cause” (in upper or lower case) means
only one or more of the following except as excluded by subparagraph (b): (1) the
Executive’s conviction of a felony; (2) the Executive’s willful, material and
irreparable breach of this Agreement (other than for reason of illness or disability) or
any other agreement or contract between the Executive and the Company or any of its
subsidiaries; (3) the Executive’s gross negligence in the performance of, or intentional
nonperformance of or inattention to, the Executive’s material duties and
responsibilities hereunder, continuing for thirty (30) days after receipt of written
notice of need to cure the same; or (4) the Executive’s willful dishonesty or financial
dishonesty, moral turpitude, fraud, theft or material misconduct with respect to the
business or affairs of the Company or any of its subsidiaries.
	 
	 	(b)	 	The terms “Cause,” “for cause,” and “with cause” (in upper or lower case) shall
not include any of the following: (1) bad judgment; (2) negligence other than gross
negligence; (3) any act or omission that was based upon (i) authority given pursuant to
a resolution duly adopted by the Board, (ii) instructions of the Board or any committee
thereof or (iii) the advice of counsel for the Company; or (4) any act or omission that
the Executive believed in good faith to have been in the interest of the Company,
without intent of the Executive to gain therefrom, directly or indirectly, a personal
profit to which he was not legally entitled.






	2.7	 	Change of Control is defined in Section 10.2.
	 
	2.8	 	COBRA means the Consolidated Omnibus Budget Reconciliation Act, as the same may be amended
from time to time, or any successor statute, together with any applicable regulations in
effect at the time in question.
	 
	2.9	 	Company Bonus Plan refers to the plan that provides for incentive-based annual corporate
bonuses for all Senior Executives, or such other bonus plan as the Company may from time to
time adopt for its Senior Executives in its sole discretion, for providing such
incentive-based annual bonuses. The Company Bonus Plan shall establish the bonus criteria for
the Company and/or the Executive required for specified bonus payment percentages to be
earned. Any such employee-performance criteria which the Company makes applicable to the
Executive shall be consistent with the Executive’s Position. The Executive’s Bonus Plan is
attached as Exhibit B.
	 
	2.10	 	Company Group means COMSYS IT Partners, Inc. and its subsidiaries.
	 
	2.11	 	Company Business is intentionally defined broadly in view of the Executive’s senior position
with the Company; it means (1) any business engaged in by the Company Group during the
Executive’s Employment, or (2) any other business as to which the Company Group has made
demonstrable preparation to engage in during such Employment and (i) in which preparation the
Executive materially participated, or (ii) concerning which preparation the Executive had
access to Confidential Information.





	 	 	 
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	2.12	 	Confidential Information means information of any Company Business that the Executive learns
in the course of the Employment, including but not limited to the information described in
Section 8.1, other than information which the Executive can show: (i) was in the Executive’s
possession or within the Executive’s knowledge before the Employment; or (ii) is or becomes
generally known to persons who could take economic advantage of it, other than officers,
directors, and employees of the Company, without breach of an obligation to the Company; or
(iii) the Executive obtained from a party having the right to disclose it without violation of
an obligation to the Company; or (iv) is required to be disclosed pursuant to legal process
(e.g., a subpoena), provided that the Executive notifies the Company immediately upon
receiving or becoming aware of the legal process in question.
	 
	2.13	 	Day, in upper or lower case, means a calendar day except as otherwise stated.
	 
	2.14	 	Effective Date is defined in Section 5.1.
	 
	2.15	 	Employment means the Executive’s employment with the Company.
	 
	2.16	 	Exchange Act means the Securities Exchange Act of 1934, as amended.
	 
	2.17	 	Good Reason means the occurrence of any one or more of the following events without the
Executive’s express prior written consent (see also the notice-and-cure provision in the
definition of Resignation for Good Reason):






(a)(1) removal by the Board of the Executive from the Position; (2) a material diminution
in the Executive’s Position, duties, or responsibility from that held by the Executive
immediately prior to such change; or (3) the assignment by the Company to the Executive of
duties that are materially inconsistent with the Executive’s Position;




(b)(1) the Company’s requiring the Executive to perform a majority of his duties or to be
permanently based outside of, or the moving of the Executive’s principal office space from
Houston, Texas (or any other mutually agreeable location); or (2) the Company’s requiring the
Executive to be permanently based (meaning requiring the Executive to perform a majority of
his duties for a period of more than 30 days) anywhere other than within 50 miles of the
Executive’s job location at the time that the directive for such relocation is made by the
Company;




(c) any Reduction in the Executive’s Base Salary, Bonus Potential, or other compensation
(including without limitation any Reduction of any non-contingent bonus or incentive
compensation for which the Executive is eligible);




(d) failure to provide the Executive with any Benefit for which the Executive is eligible
under the Benefit plan’s requirements (and, if such Benefit in question is optional, which
the Executive has elected to receive);




(e) any failure of the Company to fulfill its material obligations under this Agreement or
under any stock or stock option agreement, change of control agreement, bonus, benefit or



	 	 	 
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incentive plan or other agreement between the Executive and the Company (the Company’s
failure to fulfill obligations addressed in subsections (a) through (d) shall be governed by
those subsections and not subsection (e));




(f) failure of the Company to provide or maintain a Company Bonus Plan whereby the Executive
may earn a bonus as set forth in Section 4.2; or




(g) any purported termination by the Company of the Employment other than as expressly
permitted by this Agreement.




	2.18	 	Group is defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended.
	 
	2.19	 	Merger Transaction means a merger, consolidation or reorganization of the Company with or
into any other Person or Group, other than the Permitted Holders.
	 
	2.20	 	On-Target Performance means the point at which the requirements under the Company Bonus Plan
necessary for a full payout of the Bonus Potential have been achieved.
	 
	2.21	 	Permitted Holders means Wachovia Investors, Inc. and its affiliates.
	 
	2.22	 	Person is defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended.
	 
	2.23	 	Position means the area of responsibility so identified on Exhibit A, Schedule 1. If the
Company in its sole discretion increases the Executive’s area of responsibility, then such
increased area of responsibility shall be deemed the Position for all purposes hereunder.
	 
	2.24	 	Reduction, as applied to any aspect of the Executive’s compensation or benefits, means any
exclusion, discontinuance without comparable replacement, diminution, or reduction in the same
as in effect immediately prior to such exclusion, discontinuance, diminution, or reduction.
	 
	2.25	 	Resign for Good Reason or Resignation for Good Reason means that all of the following occur:






(a) the Executive notifies the Company in writing, in accordance with the notice provisions
of this Agreement, of the occurrence of one or more events constituting Good Reason
hereunder;




(b) the Company fails to revoke, rescind, cancel, or cure the event (or if more than one,
all such events) that was the subject of the notification under subparagraph 0 within thirty
(30) days after such notice; and




(c) within ten (10) business days after the end of the thirty-day period described in
subparagraph 0, the Executive delivers to the Company a notice of resignation in accordance
with this Agreement.



	 	 	 
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	2.26	 	Sale Transaction means a sale, lease, exchange or other transfer of all or substantially all
the assets of the Company and its consolidated subsidiaries to any other Person or Group,
other than the Permitted Holders.
	 
	2.27	 	Schedule 1 means Schedule 1 set forth at the end of this Agreement in Exhibit A.
	 
	2.28	 	Senior Executives means the executives of the Company holding the following positions, by
whatever title designated, and no others: chief executive officer; executive vice
president-field operations; senior vice president and chief financial officer; senior vice
president and chief information officer; senior vice president-corporate development; and
senior vice president and general counsel.
	 
	2.29	 	Severance Benefits means the post-employment compensation and benefits to be provided to the
Executive by the Company as set forth in Section 6.
	 
	2.30	 	Severance Payment is defined in Section 6.1.
	 
	2.31	 	Special Severance Benefits is defined in Section 10.1.
	 
	2.32	 	Special Severance Payment is defined in Section 10.1.
	 
	2.33	 	Termination Date means the effective date of a termination of the Employment by either the
Company or the Executive.
	 
	2.34	 	Tribunal means a court or other body of competent jurisdiction that is deciding a matter
relating to this Agreement.
	 
	2.35	 	Voting Stock means shares of capital stock of the Company the holders of which are entitled
to vote for the election of directors, but excluding shares entitled to so vote only upon the
occurrence of a contingency unless that contingency shall have occurred.
	 
	3.	 	EMPLOYMENT.
	 
	3.1	 	Position. Subject to the terms and conditions hereinafter set forth, the Company hereby
agrees to employ the Executive, and the Executive hereby agrees to serve the Company, at the
office and in the Position referred to on Exhibit A, Schedule 1. For so long as the Executive
serves in the Position, the Company will cause Executive to be nominated for election or
re-election to the Company’s Board of Directors.






	 	(a)	 	The Executive will (i) devote substantially all of his time, attention, and
energies to the business of the Company and will diligently and to the best of his
ability perform all duties incident to his Employment hereunder; (ii) use his best
efforts to promote the interests and goodwill of the Company; (iii) perform such other
duties commensurate with the Position as the Board may from time-to-time assign to the
Executive.
	 
	 	(b)	 	The Executive shall obtain the written consent of the Board prior to serving on
corporate, civic or charitable boards or committees. This Section 3.1 shall not be





	 	 	 
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	 	 	 	construed as preventing the Executive from serving on the corporate, civic or
charitable boards or committees on which he currently serves, as listed on Exhibit C;
provided that in no event shall any such service or business activity require
the provision of substantial services by the Executive to the operations or the affairs
of such businesses or enterprises such that the provision thereof would interfere in
any respect with the performance of the Executive’s duties hereunder.






	3.2	 	Office Space, Equipment, etc. The Company shall provide the Executive with office space,
related facilities, equipment, and support personnel that are commensurate with the Position.
	 
	3.3	 	Expense Reimbursement.






	 	(a)	 	The Company will timely reimburse the Executive for reasonable business expenses
incurred by the Executive in connection with the Employment in accordance with the
Company’s then-current policies.






	 	(b)	 	Without limiting Section 0 (Good Reason includes relocation without consent), or
this Section 3.3, if the Company determines that the Executive shall be relocated, then
the Company shall, in connection with such relocation, pay or reimburse the Executive
for all reasonable moving expenses incurred by the Executive.






	4.	 	COMPENSATION AND BENEFITS DURING EMPLOYMENT. The Company will pay Executive a signing bonus
of $50,000 in connection with the execution of this Agreement. During the Employment, the
Company shall provide compensation and benefits to the Executive as follows.
	 
	4.1	 	Base Salary. The Company shall pay the Executive a base salary at a rate (before deductions,
e.g., for employee-paid insurance premiums; deferrals, e.g., for flex-plan contributions; and
withholding) not less than the Base Salary rate set forth on Exhibit A, Schedule 1. If the
Company in its sole discretion increases the Executive’s base salary, then such increased
salary shall be deemed the Base Salary for all purposes hereunder. All salary payments shall
be made in accordance with the normal payroll practices of the Company but in no less than
equal semi-monthly installments, less withholding or deductions required by law or agreed to
by the Executive.
	 
	4.2	 	Annual Bonus. In addition to the Base Salary, the Executive will participate in the
Company’s Bonus Plan. Executive will be paid his Bonus Potential Earned pursuant to the terms
of the Company Bonus Plan. A copy of Executive’s Bonus Plan is attached as Exhibit B.
	 
	4.3	 	Benefits. The Executive shall, upon satisfaction of legal or applicable third-party provider
eligibility requirements with respect thereto, be entitled to participate in all Benefits now
or hereafter in effect or that are hereafter made available to the Company’s employees
generally. The previous sentence shall not be construed as limiting the Company’s right, in
its sole discretion, to add to, reduce, modify, or eliminate any such Benefit. In addition,
the





	 	 	 
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	 	 	Company shall maintain for the Executive any specific benefits set forth on Exhibit A,
Schedule 1.
	 
	4.4	 	Vacation; Holidays; Sick Leave. During the Employment, the Executive shall be entitled to
sick leave, holidays, and an annual vacation (included within the Company’s Paid Time Off
Policy (“PTO”)), all in accordance with the regular policy of the Company for its Senior
Executives (but in no event less than the PTO set forth on Exhibit A, Schedule 1), during
which time his compensation and benefits shall be paid or provided in full.
	 
	4.5	 	Annual Compensation Review. At least annually during the Employment, the Company shall
review with the Executive the Base Salary, the Bonus Potential, and all other forms of
compensation, which the Executive is then receiving (or, in the case of contingent
compensation, for which the Executive is a participant in the applicable plan). The Base
Salary and Bonus Potential may be increased (but not decreased) from time to time as
determined by the Company’s Board or the Compensation Committee thereof. Any increase in Base
Salary shall not limit or reduce any other obligation of the Company to the Executive under
this Agreement. The Base Salary and Bonus Potential may not be decreased without the
Executive’s express prior written consent.
	 
	4.6	 	Equity. Awards of securities under COMSYS IT Partners, Inc. 2004 Stock Incentive Plan (or
any successor equity incentive plans) competitive with industry standards for executives in
like positions shall be made subject to the discretion of the Compensation Committee of the
Board.
	 
	5.	 	TERMINATION OF EMPLOYMENT
	 
	5.1	 	Term of Agreement. The term of the Employment shall commence on the date hereof (the
“Effective Date”), continue to December 31, 2008 (the “Original Term”) and renew automatically
thereafter for successive one-year terms (each, a “Renewal Term”) unless notice of non-renewal
is given by either party to the other party at least six months prior to the end of the
Original Term or any Renewal Term (the “Expiration Date”); provided that the Employment may
also be terminated prior to such Expiration Date (i) by the Executive for any reason,
including Good Reason, (ii) by the Company with Cause, (iii) by the Company without Cause or
(iv) by the Company upon the Disability or death of the Executive. In the event that (i) the
Company does not renew the Agreement at the end of the Original Term or any Renewal Term, (ii)
the Company terminates Employment prior to the Expiration Date without Cause, (iii) the
Executive terminates Employment prior to the Expiration Date for Good Reason, or (iv) the
death or Disability of the Executive, the Executive shall be entitled to receive Severance
Benefits pursuant to Section 6 of this Agreement.
	 
	5.2	 	Termination in the Event of Disability. In the event of the incapacity of the Executive, by
reason of mental or physical disability to perform his material duties hereunder, for a period
of 120 consecutive days or 180 non-consecutive days during any twelve (12) month period, as
reasonably determined by the Board or as certified by a qualified physician selected by





	 	 	 
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	 	 	the Board (collectively, “Disability”), the Company may terminate the Executive’s Employment
effective upon written notice to the Executive. Prior to the termination of Executive’s
Employment pursuant to this Section 5.2, during any period that the Executive fails to perform
his full-time duties with the Company as a result of incapacity due to physical or mental
illness, he shall continue to receive his Base Salary, Bonus and other benefits provided
hereunder, less the amount of any disability benefits received by the Executive during such
period under any disability plan or program sponsored by the Company.
	 
	5.3	 	Notice of Resignation; Waiver of Notice Period. If the Executive resigns from the Company,
the Executive will give the Company at least four (4) weeks’ prior notice of resignation. The
Company may in its discretion waive any notice period stated in the Executive’s notice of
resignation, in which case the Termination Date of the Employment will be the date of such
waiver.
	 
	5.4	 	No Termination of Agreement Per Se. Termination of the Employment will not terminate this
Agreement per se; to the extent that either party has any right under applicable law to
terminate this Agreement, any such termination of this Agreement shall be deemed solely to be
a termination of the Employment without affecting any other right or obligation hereunder
except as provided herein in connection with termination of the Employment.
	 
	5.5	 	Transition of Email, Correspondence, etc. If the Employment is terminated by either the
Executive or the Company, the Company will provide reasonable cooperation in (i) permitting
the Executive to copy or remove the Executive’s personal files (not including Company
Confidential Information) from the Executive’s computer and office, and (ii) arranging for any
personal emails or phone messages to be forwarded to the Executive for a reasonable period of
time after such termination (not to exceed sixty (60) days).
	 
	5.6	 	Payments Following Termination.






(a) If the Employment is terminated for any reason, either by the Company or by the
Executive’s resignation, then the Company shall pay the Executive the following amounts as
part of the Company’s next regular payroll cycle but in no event later than thirty (30) days
after the Termination Date, to the extent that the same have not already been paid:




(i) any and all salary and vacation pay earned through the Termination Date; and




(ii) any reimbursable expenses properly reported by the Executive.




(b) Unless the Executive resigns without Good Reason or the Employment is terminated for
Cause, then the Company shall also pay any applicable prorated Bonus Potential Earned for the
bonus period in which such termination occurs at the same time that payments are made to
other participants in the Company Bonus Plan.




	6.	 	SEVERANCE BENEFITS UPON CERTAIN TERMINATIONS
	 
	6.1	 	Severance Payment. If (1) the Company does not renew the Agreement at the end of the





	 	 	 
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	 	 	Original Term or any Renewal Term, (2) the Employment is terminated by the Company other than
for Cause, (3) the Executive resigns for Good Reason, (4) the Executive is terminated due to
a Disability pursuant to Section 5.2 of this Agreement or (5) the Executive dies, then:






	 	(a)	 	the Company shall pay to the Executive, if living, an amount equal to $750,000;
	 
	 	(b)	 	in addition to the severance provided in Section 6.1(a), the Executive shall also
receive one (1.0) times (1) the average Bonus Potential Earned by the Executive for the
two (2) years ending prior to the Termination Date (the payments provided in subsections
(a) and (b) are collectively referred to as the “Severance Payment”);
	 
	 	(c)	 	if the Employment is terminated (i) by the Company in the event of Executive’s
Disability, (ii) upon the Executive’s death, or (iii) upon a Change of Control, the
Severance Payment shall be paid in cash or immediately-available funds, in lump sum
within 10 business days following the execution by Executive of the release described in
Section 6.1(f); provided, however, if the Employment is terminated by the
Company in the event of Executive’s Disability, any Severance Payment owed to the
Executive under this Section 6.1 shall be offset by any amount paid to the Executive
pursuant to any disability insurance policy for which the Company has paid the premiums;
	 
	 	(d)	 	if the Employment is terminated (i) by the Company without Cause or (ii) by the
Executive for Good Reason, the Executive shall be entitled to receive the Severance
Payment in twenty-four (24) equal monthly installments during the two-year period
following the Termination Date;
	 
	 	(e)	 	if the Executive is not living, then the Severance Payment shall be paid to the
Executive’s heir(s), assign(s), successor(s)-in-interest, or legal representative(s), in
the same manner as specified in subparagraph (c); and
	 
	 	(f)	 	as a condition to making any Severance Payment, the Company will require the
Executive or his legal representative(s) to first execute a release which contains a
full release of all claims against the Company and certain other provisions, including
but not limited to a reaffirmation of the restrictive covenants in Sections 9.1 and 9.2.






	6.2	 	Continuation of Insurance and Related Benefits. If (1) the Company does not renew the
Agreement at the end of the Original Term or any Renewal Term, (2) the Employment is
terminated by the Company other than for Cause, (3) the Executive resigns for Good Reason,
(4) the Executive is terminated due to a Disability pursuant to Section 5.2 of this Agreement
or (5) the Executive dies, then:






	 	(a)	 	The Company shall, to the greatest extent permitted by applicable law and the
terms and conditions of the applicable insurance or benefit plan, maintain the Executive
(if living) and the Executive’s dependents as participants in the life, health, dental,
accident, disability insurance, and similar benefit plans offered to (and on the same





	 	 	 
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	 	 	 	terms as) other Senior Executives until the 24-month anniversary of the Termination
Date.
	 
	 	(b)	 	To the extent that applicable law or the terms and conditions of the applicable
insurance or benefit plan do not permit the Company to comply with subparagraph (a), the
Company shall reimburse the Executive (if living) and the Executive’s dependents, for
all expenses incurred by any of them in maintaining the same levels of coverage under
COBRA, for the same period as provided in subparagraph (a) or as permitted by law, but
solely to the extent that such expenses exceed the deduction or amount that would have
been required to be paid by the Executive for such coverage if the Employment had not
been terminated.
	 
	 	(c)	 	If Employment is terminated by the Executive’s death, or if the Executive dies
before the expiration of the Company’s obligation under this Section 6.2, then the
Company shall continue to maintain coverage for the Executive’s dependents under all
insurance plans referred to in this Section 6.2 for which such dependents had coverage
as of the date of the Executive’s death, at the same coverage levels and for the same
period of time as would have been required had the Executive not died.
	 
	 	(d)	 	Following the expiration of such coverage period by the Company, the Executive
(if living) and the Executive’s dependents will be entitled to elect to maintain
coverage under such insurance and benefit plans in accordance with COBRA to the fullest
extent available under law.






	6.3	 	D&O Insurance and Indemnification. Through at least the sixth anniversary of the Termination
Date, the Company shall maintain coverage for the Executive as a named insured on all
directors’ and officers’ insurance maintained by the Company for the benefit of its directors
and officers on at least the same basis as all other covered individuals and provide the
Executive with at least the same corporate indemnification as it provides to other Senior
Executives. All such directors’ and officers’ insurance policies will provide prior acts
coverage from September 30, 2004.
	 
	6.4	 	No Other Severance Benefits. Other than as described above in Sections 6.1 and 6.2 and as
described below in Sections 10 and 11, the Executive shall not be entitled to any payment,
benefit, damages, award or compensation in connection with termination of the Employment, by
either the Company or the Executive, except as may be expressly provided in another
written agreement, if any, approved by the Board and executed by the Executive and by the
Chief Executive Officer. Neither the Executive nor the Company is obligated to enter into any
such other written agreement.
	 
	6.5	 	No Waiver of ERISA-Related Rights. Nothing in this Agreement shall be construed to be a
waiver by the Executive of any benefits accrued for or due to the Executive under any employee
benefit plan (as such term is defined in the Employees’ Retirement Income Security Act of
1974, as amended) maintained by the Company, if any, except that the Executive shall not be
entitled to any severance benefits pursuant to any severance plan or program of the Company
other than as provided herein.





	 	 	 
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	6.6	 	Mitigation Not Required. The Executive shall not be required to mitigate the amount of any
payment or benefit which is to be paid or provided by the Company pursuant to this Section 6.
Any remuneration received by the Executive from a third party following termination of the
Employment shall not apply to reduce the Company’s obligations to make payments or provide
benefits hereunder.
	 
	7.	 	TAX WITHHOLDING. Notwithstanding any other provision of this Agreement, the Company may
withhold from amounts payable under this Agreement, or under any other agreement between the
Executive and the Company, all federal, state, local and foreign taxes that are required to be
withheld by applicable laws or regulations.
	 
	8.	 	CONFIDENTIAL INFORMATION
	 
	8.1	 	Executive acknowledges that in the course of his employment by the Company, the Company has
provided him and will continue to provide him, prior to any termination hereof, with certain
Confidential Information and knowledge concerning the operations of the Company Group which
the Company desires to protect. This Confidential Information shall include, but is not
limited to:






(a) terms and conditions of and the identity of the parties to the Company Group’s
agreements with its clients and suppliers, including but not limited to price
information;




(b) management systems, policies or procedures, including the contents of related
forms and manuals;




(c) professional advice rendered or taken by the Company Group;




(d) the Company Group’s own financial data, business and management information,
strategies and plans and internal practices and procedures, including but not
limited to internal financial records, statements and information, cost reports or
other financial information;




(e) proprietary software, systems and technology-related methodologies of the
Company Group and their clients;




(f) salary, bonus and other personnel information relating to the Company Group’s
personnel;




(g) the Company Group’s business and management development plans, including but not
limited to proposed or actual plans regarding acquisitions (including the identity
of any acquisition contacts), divestitures, asset sales, and mergers;




(h) decisions and deliberations of the Company Group’s committees or boards; and



	 	 	 
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(i) litigation, disputes, or investigations to which the Company Group may be party
and legal advice provided to Executive on behalf of the Company Group in the course
of Executive’s employment.




	8.2	 	Executive understands that such information is confidential, and he agrees not to reveal such
information to anyone outside the Company so long as the confidential or secret nature of such
information shall continue. Executive further agrees that he will at no time use such
information in competing with all or any portion of the Company Group. At such time as
Executive shall cease to be employed by the Company, he will surrender to the Company all
papers, documents, writings and other property produced by him or coming into his possession
by or through his employment and relating to the information referred to in this paragraph,
and the Executive agrees that all such materials will at all times remain the property of the
Company.
	 
	9.	 	NONCOMPETITION AND NONSOLICITATION COVENANT
	 
	9.1	 	Noncompetition. In return for the consideration stated in this Agreement, including the
receipt of Confidential Information by Executive and the promise of the Company to provide the
Executive with Confidential Information, the Executive agrees that, during his employment and
for two (2) years after the termination of employment, Executive shall not directly or
indirectly possess an ownership interest in, manage, control, participate in, consult with, or
render services for any other person, firm, association or corporation, engaged in the
business of the Company without the prior written consent of the Company, in the United States
or any other geographic area where the Company is conducting business, because such activity
would unavoidably and unfairly compromise the Company’s legitimate, protectible business
interests in its Confidential Information, clients, employees, suppliers, and business
relationships.
	 
	9.2	 	Executive agrees that he shall not, either directly or indirectly, during Executive’s
employment and for two (2) years after termination of employment, in any capacity whatsoever
(either as an employee, officer, director, stockholder, proprietor, partner joint venturer,
consultant or otherwise) (a) solicit, contact, call upon, communicate with, or attempt to
communicate with any of the Company clients or potential clients for the purpose of providing
services to such client, or (b) sell any services to any client or potential client of the
Company.
	 
	9.3	 	Nonsolicitation. Executive agrees that he shall not directly or indirectly during
Executive’s employment and for two (2) years after termination of employment, through any
other entity, either alone or in conjunction with any other person or entity employ, solicit,
induce, or recruit, any person employed by the Company at any time within the one (1) year
period immediately preceding such employment, solicitation, inducement or recruitment.
	 
	9.4	 	For the purposes of this Agreement, “potential client” shall be defined as those entities for
which Executive has had access to Confidential Information during his Employment, and “client”
shall be defined as those entities with which the Company has conducted any business during
the twelve (12) month period prior to termination of the employment





	 	 	 
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relationship. For the purposes of this Agreement, “services” shall mean activities performed
by the Company at any time within the one (1) year period preceding termination of Executive’s
Employment.




	9.5	 	Executive agrees that it is his intention that any restriction contained in this section that
is determined to be unenforceable be modified by any court having jurisdiction to be
reasonable and enforceable, and, as modified, to be fully enforced.
	 
	9.6	 	The Company will not unreasonably withhold its consent under Section 9.1 to the Executive’s
employment, after the Employment, by a corporation that competes with Company, but only if,
before starting the new employment, the Executive provides the Company with a document
reasonably satisfactory to the Company, signed by both the Executive and such corporation,
containing (i) a written description of the Executive’s duties in the new job, and (ii)
specific assurances that in the new job the Executive will neither use nor disclose the
Company’s Confidential Information.
	 
	9.7	 	Executive acknowledges and agrees that the restrictive covenants contained herein are
reasonable in time, territory and scope, and in all other respects. If a Tribunal determines
that any of the restrictions set forth in this Section 9 are unreasonably broad or otherwise
unenforceable under applicable law, then (i) such determination shall be binding only within
the geographical jurisdiction of the Tribunal, and (ii) the restriction will not be terminated
or rendered unenforceable, but instead will be reformed (solely for enforcement within the
geographic jurisdiction of the Tribunal) to the minimum extent required to render it
enforceable.
	 
	10.	 	CHANGE OF CONTROL
	 
	10.1	 	Special Severance Benefits.






	 	(a)	 	If, during the specific time periods listed in subparagraph (b), the Employment
is terminated by any of the specific events listed there, then the Executive will be
entitled to the following benefits (“Special Severance Benefits”):






	 	(1)	 	all benefits that would be provided under this Agreement in the event
of a termination of the Employment without Cause by the Company, with the
Severance Payment paid as provided in subparagraph (c) below, instead of as
provided in Section 6 of this Agreement; and
	 
	 	(2)	 	a special, additional severance payment (“Special Severance Payment”)
equal to $250,000.






	 	(b)	 	The specific termination events and time periods in which the Executive will be
entitled to the Special Severance Benefits are as follows:






	 	(1)	 	the Executive’s Employment is terminated by the Company, for any
reason other than Cause, at any time during the period beginning on the Change of







	 	 	 
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	 	 	 	Control Date and ending at 5:00 pm Houston time on the date two (2) years after
the Change of Control Date; or
	 
	 	(2)	 	the Executive Resigns for Good Reason at any time during the period
beginning on the Change of Control Date and ending at 5:00 pm Houston time on the
date two (2) years after the Change of Control Date.






	 	(c)	 	The Special Severance Payment and the Severance Payment required by this
Agreement shall be made to the Executive, in cash or immediately-available funds, in a
lump sum within 10 business days following the execution by Executive of a release.
	 
	 	(d)	 	Payments pursuant to this Agreement shall not be deemed to constitute continued
employment beyond the Termination Date.
	 
	 	(e)	 	As a condition to providing the Executive with the Special Severance Benefits,
the Company will require the Executive to first execute a release.






	10.2	 	A Change of Control shall be deemed to have occurred if any of the following events occurs
after the Effective Date:






	 	(a)	 	The consummation of a Merger Transaction if (a) the Company is not the surviving
entity and (b) as a result of the Merger Transaction, 50 percent or less of the combined
voting power of the then-outstanding securities of the other party to the Merger
Transaction, immediately after the date of Change of Control, are held in the aggregate
by the holders of Voting Stock immediately prior to the date of Change of Control.
	 
	 	(b)	 	The consummation of a Sale Transaction.
	 
	 	(c)	 	Any Person, other than the Permitted Holders, becomes the Beneficial Owner,
directly or indirectly, of more than 50 percent of the outstanding Voting Stock.
	 
	 	(d)	 	The stockholders of the Company approve the dissolution of the Company.
	 
	 	(e)	 	During any period of twenty-four (24) consecutive months, the replacement of a
majority of the members of the Board who were members of the Board at the beginning of
such period, and such new members shall not have been (i) nominated or appointed to the
Board pursuant to the terms of an agreement with the Company, (ii) nominated for
election or selected as a director by a duly constituted nominating committee (or a
subcommittee thereof) of the Board or (iii) approved by a vote of at least a majority of
the members of the Board then still in office who either were members of the Board at
the beginning of such period or whose election as a member of the Board was so
previously approved.






	10.3	 	Simultaneously with the occurrence of a Change of Control, all vesting restrictions
related to equity awards previously made to the Executive under the Company’s 2004 Stock
Incentive Plan (or any successor equity incentive plans) shall lapse, and all such





	 	 	 
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	 	 	awards shall become fully vested without any requirement for further action on the
Executive’s part.






	11.	 	CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY. Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or distribution by the
Company to or for the benefit of the Executive upon a Change of Control, whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement or otherwise
(a “Payment”), would be subject to the excise tax imposed by Section 4999 of the United States
Internal Revenue Code or any interest or penalties with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter collectively
referred to as the “Excise Tax”), then the Executive shall be entitled to receive an
additional payment (a “Gross-Up Payment”) in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with respect to such
taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Subject to
the provisions of this Section, all determinations required to be made hereunder, including
whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made
by the Accounting Firm (at the sole expense of the Company), which shall provide detailed
supporting calculations both to the Company and the Executive within 15 business days of the
date of termination of the Executive’s employment under this Agreement, if applicable, or such
earlier time as is requested by the Company. If the Accounting Firm determines that no Excise
Tax is payable by the Executive, the Accounting Firm shall furnish the Executive with an
opinion that he has substantial authority not to report any Excise Tax on his federal income
tax return. Any determination by the Accounting Firm shall be binding upon the Company and
the Executive. As a result of the uncertainty in the application of Section 4999 of the Code,
it is possible that Gross-Up Payments may be miscalculated and may not cover the full amount
of Excise Taxes due (an “Underpayment”) consistent with the calculations required to be made
hereunder. If the Company exhausts its remedies pursuant hereto and the Executive thereafter
is required to make a payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid
by the Company to or for the benefit of the Executive.






	12.	 	COMPLIANCE WITH SECTION 409A OF THE INTERNAL REVENUE CODE. To the extent applicable, it is
intended that this Agreement comply with the provisions of Section 409A of the Internal
Revenue Code (hereinafter referred to as “Section 409A”). This Agreement shall be administered
in a manner consistent with this intent, and any provision that would cause the Agreement to
fail to satisfy Section 409A shall have no force and effect until amended to comply with
Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event
any payment or benefit hereunder is determined to constitute nonqualified deferred
compensation subject to Section 409A, then to the extent necessary to comply with Section
409A, such payment or benefit shall





	 	 	 
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	 	 	not be made, provided or commenced until six months after Executive’s “separation from
service” as such phrase is defined for purposes of Section 409A.






	13.	 	EMPLOYEE HANDBOOKS, ETC. From time to time, the Company may, in its discretion, establish,
maintain and distribute employee manuals or handbooks or personnel policy manuals, and
officers or other representatives of the Company may make written or oral statements relating
to personnel policies and procedures. The Executive will adhere to and follow all rules,
regulations, and policies of the Company set forth in such manuals, handbooks, or statements
as they now exist or may later be amended or modified. Such manuals, handbooks and statements
do not constitute a part of this Agreement nor a separate contract, and shall not be deemed as
amending this Agreement or as creating any binding obligation on the part of the Company, but
are intended only for general guidance.
	 
	14.	 	OTHER PROVISIONS
	 
	14.1	 	This Agreement shall inure to the benefit of and be binding upon (i) the Company and its
successors and assigns and (ii) the Executive and the Executive’s heirs and legal
representatives, except that the Executive’s duties and responsibilities under this Agreement
are of a personal nature and will not be assignable or delegable in whole or in part without
the Company’s prior written consent.
	 
	14.2	 	All notices and statements with respect to this Agreement must be in writing and shall be
delivered by certified mail return receipt requested; hand delivery with written
acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to
the Company shall be addressed to the Company’s chief financial officer or general counsel at
the Company’s then-current headquarters offices. Notices to the Executive may be delivered to
the Executive in person or to the Executive’s then-current home address as indicated on the
Executive’s pay stubs or, if no address is so indicated, as set forth in the Company’s payroll
records. A party may change its address for notice by the giving of notice thereof in the
manner hereinabove provided.
	 
	14.3	 	If the Executive Resigns for Good Reason because of (i) the Company’s failure to pay the
Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii)
any other breach of this Agreement by the Company, then the Company shall pay all amounts and
damages to which the Executive may be entitled as a result of such failure or breach,
including interest thereon at the maximum non-usurious rate and all reasonable legal fees and
expenses and other costs incurred by the Executive to enforce the Executive’s rights hereunder
and the Executive will be relieved of all obligations under Section 9 (noncompetition).
	 
	14.4	 	This Agreement sets forth the entire present agreement of the parties concerning the subjects
covered herein except for any equity incentive award agreement between the Company and the
Executive. There are no promises, understandings, representations, or warranties of any kind
concerning those subjects except as expressly set forth herein or therein.





	 	 	 
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	14.5	 	Any modification of this Agreement must be in writing and signed by all parties; any attempt
to modify this Agreement, orally or in writing, not executed by all parties will be void.
	 
	14.6	 	If any provision of this Agreement, or its application to anyone or under any circumstances,
is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability will not affect any other provision or application of this Agreement which
can be given effect without the invalid or unenforceable provision or application and will not
invalidate or render unenforceable such provision or application in any other jurisdiction.
	 
	14.7	 	This Agreement will be governed and interpreted under the laws of the State of Texas.
	 
	14.8	 	No failure on the part of any party to enforce any provisions of this Agreement will act as a
waiver of the right to enforce that provision.
	 
	14.9	 	Termination of the Employment, with or without Cause, will not affect the continued
enforceability of this Agreement.
	 
	14.10	 	Section headings are for convenience only and shall not define or limit the provisions of
this Agreement.
	 
	14.11	 	This Agreement may be executed in several counterparts, each of which is an original. It
shall not be necessary in making proof of this Agreement or any counterpart hereof to produce
or account for any of the other counterparts. A copy of this Agreement manually signed by one
party and transmitted to the other party by FAX or in image form via email shall be deemed to
have been executed and delivered by the signing party as though an original. A photocopy of
this Agreement shall be effective as an original for all purposes.




By signing this Agreement, the Executive acknowledges that the Executive (1) has read and
understood the entire Agreement; (2) has received a copy of it; (3) has had the opportunity to ask
questions and consult counsel or other advisors about its terms; and (4) agrees to be bound by it.



Executed and effective as of the Effective Date.




	 	 	 	 	 	 	 	 	 
	COMSYS IT Partners, Inc.,	 	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/KEN R. BRAMLETT, JR.
 

	 	 
	 	/s/LARRY L. ENTERLINE
 

	 	 
	Name:

	 	Ken R. Bramlett, Jr.
	 	 	 	Larry L. Enterline	 	 
	Title:

	 	Senior Vice President, General Counsel	 	 	 	 	 	 
	 

	 	And Secretary	 	 	 	 	 	 






	 	 	 
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Exhibit A




Schedule 1




	 	 	 
	Office

	 	Houston, Texas
	 
	 	 
	Position

	 	Chief Executive Officer
	 
	 	 
	Base Salary

	 	$500,000 per year
	 
	 	 
	Bonus Potential

	 	$250,000*
	 
	 	 
	Minimum PTO

	 	29 business days (which includes 7 paid holidays

designated by COMSYS)
	 
	 	 
	Specific benefits

	 	$1,000 per month car allowance and reimbursement of club
dues consistent with policy for similarly situated
employees








 




			
	*	 	For purposes of calculating Executive’s bonus for fiscal 2006 Executive will be deemed to
have begun his employment with the Company on January 29, 2006.





	 	 	 
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Exhibit B




Bonus Plan for Larry L. Enterline




For Fiscal Year Ending December 31, 2006



Executive is eligible to receive an annual incentive bonus equal to 50% of Base Salary if 100% of
the Company EBITDA Plan (as defined below) is achieved as set forth in this document (the “Bonus
Potential”). No incentive will be provided unless a minimum of 90% of the EBITDA Plan is achieved.
The incentive bonus potential increases if the EBITDA Plan is overachieved, according to the
following schedule:




			
	 	 	 
	90% of EBITDA Plan achieved
	 	50% of Bonus Potential
	100% of EBITDA Plan achieved
	 	100% of Bonus Potential
	105% of EBITDA Plan achieved
	 	150% of Bonus Potential
	110% of EBITDA Plan achieved
	 	200% of Bonus Potential





No additional Bonus Potential will be earned for any EBITDA above 110% of EBITDA Plan.



The bonus payable hereunder will be prorated between targeted achievement levels. For example,
achievement of 92% of EBITDA Plan will earn 60% of Bonus Potential (or 50% for achieving the
target, plus an additional prorated amount of 10% (or 1/5 of the additional Bonus Potential
achievable for hitting the next higher targeted achievement level).



The 2006 EBITDA Plan amount shall be as determined by the Board.



Annual incentive bonuses will be paid by March 31 of the calendar year following the Measuring
Period (January 1, 2006 to December 31, 2006).




	 	 	 
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Exhibit C




Corporate, Civic, and Charitable Board Positions Held by Executive




Board Member, Concurrent Computer Corporation




Board Member, Raptor Networks Technology, Inc.




Chairman of the Board, ATX Incorporated




	 	 	 
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	 	PAGE 20