Exhibit
10.1


 


SEPARATION
AGREEMENT AND RELEASE


 


Alternative
Resources Corporation, a Delaware corporation (“ARC”), and Sharon A. McKinney,
on behalf of herself, her heirs and assigns (“McKinney”), hereby enter into
this Separation Agreement and Release (“Agreement”) this 22 day of August,
2003.


 


WHEREAS, ARC and McKinney have agreed that McKinney
should resign her employment and officer positions with ARC and its
subsidiaries;


 


WHEREAS, McKinney has agreed to continue in her
capacity and oversee the H.R. function and will assist in transitioning those
responsibilities to a designated individual. McKinney will also make herself
available, by telephone, for a period of three months after her departure to
assist in any reasonable manner;


 


WHEREAS, ARC is willing to provide certain benefits to McKinney in
exchange for the covenants and releases set forth herein;


 


1.             McKinney hereby resigns her employment and all officer
positions with ARC and subsidiaries. These resignations and commitment to
resign are not conditional or subject to revocation, notwithstanding the right
to revoke the agreements set forth in the remainder of this Agreement.


 


2.             In
full and final satisfaction of all claims by McKinney against ARC and the other
Released Parties (as defined in Section 4), in lieu of any other payments,
covenants or obligations of ARC under the Employment Agreement effective August
15, 2000 (“Employment Agreement”) and in consideration for and subject to the
undertakings described in this agreement and conditional upon compliance with
and not revoking this Agreement, ARC agrees to make the following payments and
to provide the following benefits to McKinney:


 


a.                                       On
approximately August 30, 2003, Sharon will leave the company and receive the
following severance payments paid over 24 months


 


(i)                                     Annual
salary of $ 180,000 reduced by 10% until such reduction is reinstated for all
senior executives.


 


(ii)                                  A
transition and consulting bonus of $ 75,000.


 


In the event of a
sale of the company or a change of control as defined in McKinney’s employment
agreement, any unpaid balance will be paid in full.


 


b.                                      McKinney
shall be entitled to continue her current group health plan coverage, without
premium charge, in accordance with her current group health plan elections for
the term of severance payments as provided in Section 2(b) of this Agreement.
Thereafter, McKinney will be eligible for continuation coverage as defined and
provided by COBRA.


 


c.                                       ARC
shall pay to McKinney in accordance with ARC policy, all reimbursements for
business expenses incurred through the Termination Date, upon submission of
reports in accordance with ARC procedures; and if McKinney should die


 

















 


while any amounts are payable under this Agreement, such amounts shall
be payable to McKinney’s estate.


 


3.             McKinney agrees that (except in connection with tax
reporting, or pursuant to legal process or any legal action to enforce the
terms of this Agreement), she shall keep confidential the terms of this
Agreement, except for disclosure to immediate family members under condition of
confidentiality, and except for information which ARC has disclosed pursuant to
SEC rules. Truthful testimony pursuant to legal process shall not be considered
a violation of the first sentence of this Section 3. In the event that McKinney
will be required pursuant to law or legal process to disclose any information
described in the first sentence of this Section 3, McKinney shall provide ARC
with notice within 48 hours of receipt of the order or process compelling such
disclosure and shall cooperate with ARC in any efforts it undertakes to seek a
protective order or other limitations on such disclosure.


 


4.     McKinney on behalf of herself, her heirs, executors, attorneys,
administrators, successors and assigns, hereby fully and forever, to the full
extent permitted by law, releases and discharges ARC and each of ARC’s
subsidiaries and each of their directors, officers, employees, accountants,
agents and attorneys, past, present and future, and all predecessors,
successors and assigns thereof (collectively “Released Parties”) from any and
all claims, demands, agreements, actions, suit, causes of action, damages,
injunctions, restraints and liabilities, of whatever kind or nature, in law,
equity or otherwise, whether now known or unknown, which have ever existed or
which may now exist (except to in the terms of this Agreement or her vested
retirement benefits), including, but not limited to, any and all claims,
liabilities, demands or causes of action relating to or arising out of
McKinney’s employment, or separation from ARC including, without limitation,
claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C §
2000e et seq., 42 U.S.C. § 1981, The Civil Rights Act of 1991, the Age
Discrimination in Employment Act, the Older Workers Benefit Protection Act, the
Americans with Disabilities Payment and Collection Act, the Worker Adjustment
and Retraining Notification Act, the antitrust and restraint of trade statutes
and common law, the federal and state (including, without limitation, Illinois)
statutes or common law, or claims for breach of contract, for
misrepresentation, for violation of any other federal, state or local statute,
ordinance or regulation or common law dealing in any respect with
discrimination in employment or otherwise, defamation, retaliatory or wrongful
discharge under the common law of any state, infliction of emotional distress
or any other tort under the common law of any state or for attorney’s fees.
McKinney acknowledges and agrees that this release and the covenant not to sue
set forth in this Agreement are essential and material terms of this Agreement
and that without such release and covenant not to sue, the parties would not
have reached an agreement. McKinney understands and acknowledges the significance
and consequences of this release and this Agreement.


 


Notwithstanding the foregoing, nothing herein shall be
deemed to release (i) ARC from any indemnification obligations to McKinney it
has under law, ARC’s certificate of incorporation or bylaws or McKinney’s
existing indemnification agreement (ii) McKinney from any rights she may have
with respect to any ARC stock of which she is the record owner, or (iii)
McKinney with respect to any rights that McKinney may have in connection with
any employee benefit plan as defined in Section 3(3) of the Employee Retirement
Security Income Act of 1974, as amended.


 


5.           The following provisions are
applicable to and made a part of this Agreement and the foregoing general
release and waiver:


 


a.               McKinney
acknowledges that this Agreement includes a waiver of rights and claims under
the Age Discrimination in Employment Act and understands that


 

















 


she
is not waiving rights or claims that may arise after the date the parties
execute this Agreement (McKinney hereby acknowledging that any claims arising
out her resignation arose prior to the date hereof);


 


b.              In
exchange for this general release and wiaver hereunder, McKinney hereby
acknowledges that she has received separate consideration beyond that to which
she is otherwise entitled under ARC policy or applicable law;


 


c.               McKinney
acknowledges that she has entered into this Agreement knowingly and voluntarily
with full understanding of its terms;


 


d.              McKinney
acknowledges that she has waived her rights to consider this Agreement for at
least twenty-one (21) days; and


 


e.               McKinney
understands that she may revoke this Agreement during the seven (7) calendar
days following execution of this Agreement if such revocation is received in
hand by ARC to the attention of S. Purcell by 5pm on the seventh day, and that
the Agreement shall not become effective or enforceable until after 5pm on such
seventh calendar day.


 


McKinney acknowledges
that she may learn of circumstances bearing upon the things and items released
by this Agreement, but it is her intention by doing so and doing the acts
called for by this Agreement, that this Agreement shall be effective as a full
and final accord and satisfaction and release of each and every thing and item
released herein, whether known or unknown.


 


6.             To the maximum extent permitted by law, McKinney
covenants not to sue or to institute or cause to be instituted any kind of
claim or action (except to enforce this Agreement) in any federal, state or
local agency or court against any of the parties released hereby relating to
the matters covered by such releases.


 


7.             McKinney warrants and represents that she has neither
made, will make, nor suffer to be made any assignment or transfer of any right,
claim, demand or cause of action covered by the above releases or covenant not
to sue, that she is the sole and absolute owner thereof, and that she has not
filed or suffered to be filed on her behalf against the other party, any claim,
action, demand of any kind covered by the above releases or covenant not to sue
as of the Termination Date.


 


8.             Neither this Agreement nor performance hereunder
constitutes an admission by either party of any violation of any federal, state
or local law, regulation, common law, or any breach of any contract or any
other wrongdoing of any type.


 


9.             In the event that any section or provision of this
Agreement shall be determined to be contrary to governing law or otherwise
unenforceable, all remaining portions of this Agreement shall be enforced to
the maximum extent permitted by law; the unenforceable paragraph, subparagraph
or provision shall first be construed or interpreted, if possible, to render it
enforceable and, if that is not possible, then the provision shall be severed
and disregarded, and the remainder of this Agreement shall be enforced to the
maximum extent permitted by law.


 


10.           McKinney acknowledges and confirms,
and as a material term to this Agreement agrees to abide by, the covenants in
Section IX A (Cooperation), IX B (Confidential


 

















 


Information), IX C (Certain
Restricted Activities) of McKinney’s Employment Agreement. Both parties agree
that the remedies for breach in Section IX D thereof apply to any breach of
this Agreement.


 


11.           McKinney shall not take any action
intended to portray ARC or its management in a negative light. McKinney
acknowledges that she has no authority from and after the Termination Date to
act as a spokesperson for ARC.


 


12.           This Agreement shall be governed by
and construed in accordance with the internal substantive laws of the State of
Illinois.


 


13.           McKinney acknowledges that she has
carefully read this Agreement and fully understands its meaning, that counsel
represented her in connection with the negotiation of this Agreement, that she
has full knowledge of the effect of this Agreement and is entering into it
voluntarily and without coercion or duress, and the only consideration she is
receiving for signing this Agreement is described herein, and no other promises
or representations of any kind have been made by any person or entity to cause
her to sign this Agreement.


 


14.           Except for the provisions of the
Employment Agreement incorporated into Section 11 of this Agreement which the
parties acknowledge continue beyond the Termination Date, and any
indemnification obligations to McKinney under McKinney’s existing
indemnification agreement, this Agreement contains the entire agreement and
understanding between ARC and McKinney concerning the matters described herein
and supercedes all prior agreements, discussions, negotiations and
understandings between ARC and McKinney. The terms of this Agreement cannot be
changed except in a subsequent document signed by McKinney and an authorized
representative of ARC.


 


	
   

  	
  Alternative Resources
  Corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven Purcell

  	
   

  
	
   

  	
  Its

  	
   CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Sharon McKinney

  	
   

  
	
   

  	
  Sharon McKinney