Exhibit 10.3.8.6


 


THIS ADDENDUM is made the 26th day of January 2005


 


BETWEEN:


 


WESTAFF (UK) LIMITED (formerly known as Western Staff
Services (UK) Limited) whose registered office is at 46-50 Southgate Street
Gloucester, GL1 2DR, United Kingdom  (“the
Company”) (1) and PATRICIA M. NEWMAN of West Ridge, Shoulton, NR Hallow,
Worcester, WR2 6 PX, United Kingdom (“the Employee”) (2)


 


This Addendum is supplemental to:-


 


(a)                                An Agreement made as of the 1st
day of December 1998 between the Company (1) and the Employee (2);


 


(b)                               An Addendum made as of the 4th
day of February 1999 between the Company (1) and the Employee (2);


 


(c)                                A letter dated 3rd day of
April 2001 from Bob Stover to Employee (2) increasing the notice period
set forth in clause 8.1 of the Agreement made as of 1st December 1998  from three months to twelve months; and


 


(d)                               A Memorandum dated 23rd February 2004
(11th February 2004) between the Company (1) and the Employee
(2).


 


IT IS AGREED as follows: -


 


(1)                                The Agreement, Addendum,
letter and Memorandum mentioned above are herein referred to together as “the
Contract”.


 


(2)                                With effect from 1st
November 2004 the Contract shall be amended so that:-


 


(a)                                The Employee shall be the
Chief Operating Officer of the Company’s parent company, Westaff, Inc. and,
consistent therewith, the Employee shall perform such duties in connection with
the business of Westaff, Inc. and its subsidiary companies in such places as
the President and Chief


 





















 


Executive Officer of Westaff, Inc., on
behalf of the Board of Westaff, Inc. may from time to time direct.  The Employee shall report to and obey all
proper instructions and directions of the President and Chief Executive Officer of Westaff,
Inc. and use her best endeavours to promote the business of Westaff, Inc. and
its subsidiaries and to achieve the Group’s targets. This clause shall replace
clause 2 of the Agreement dated 1st December 1998.


 


(b)                               The Employee’s salary shall be
at the rate of £226,728 per annum, which shall be inclusive of the Employee’s
bonus during the year commencing 1st November 2004 pursuant to
clause 4.2 of the Agreement made as of 1st December 1998.


 


(c)                                The Employee shall not be
eligible for incentive compensation until after 1st November 2005
(assuming that the Contract so continues). 
The provisions of clause 4.2 of the Agreement made as of 1st December 1998
are amended accordingly.


 


(d)                               The Company or Westaff, Inc.
shall pay the reasonable and proper costs for housing the Employee beginning 1st
January 2005 and until 31st December 2005.


 


(e)                                The Employee shall be entitled
to the usual U.S. public holidays observed by Westaff, Inc.


 


(f)                                  In lieu of the provisions of
clause 11 of the Agreement made as of 1st December 1998, as
amended by clause 3 of the Addendum made as of 4th February 1999,
the Employee shall be entitled to participate in the Company health insurance
scheme operated by Westaff, Inc. with effect from 1st November 2004.


 


(g)                               After 1st November 2005
(assuming that the Contract so continues) clause 1 of the Addendum made as of 4th
February 1999 will cease to apply and


 





















 


neither the Company nor Westaff, Inc.
will make any contribution to a pension scheme for the benefit of the Employee.


 


(3)                                Clause 13 of the Agreement as
of 1st December 1998 shall be amended so that complaints by the
Employee shall be raised with the President and Chief Executive Officer of
Westaff, Inc.


 


(4)                                The provisions of clauses 14
and 15 of the Agreement made as of 1st December 1998 shall be
amended so that each reference therein to “the Company” shall be replaced by
the words “the Company and/or Westaff, Inc.”


 


(5)                                In all other respects the
provisions of the Contract shall continue in full force and effect.


 


(6)                                By signing this Addendum,
Westaff, Inc. confirms its approval and its agreement to its terms.


 


AS WITNESS of the Employee and the duly authorised
representatives of the Company and Westaff, Inc.


 


 


	
  Signed

  	
    /s/
  P M Newman

  	
   

  	
   

  
	
   

  	
  Employee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed

  	
    /s/
  Dwight S. Pedersen

  	
   

  	
   

  
	
   

  	
  For and on
  behalf of the Company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed

  	
    /s/
  Dwight S. Pedersen

  	
   

  	
   

  
	
   

  	
  For and on
  behalf of Westaff, Inc.

  	
   

  
					



 





















 


MEMORANDUM


 


It is agreed that the retirement age for Patricia M.
Newman is 65 years.


 


 


	
  Signed by

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Patricia M. Newman

  	
   

  	
   

  
	
  Patricia M. Newman

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
    23-2-04

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed on behalf

  	
   

  
	
  of Westaff (U.K.) Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Dwight S. Pedersen

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
    2/11/2004

  	
   

  	
   

  
					



 





















 


April 3, 2001


 


Mrs Trish Newman

West Ridge

Shoulton

Nr Hallow

Worcester

WR2 6PX


 


Dear Trish,


 


Further to our meeting on 2nd April, 2001 I am writing to
confirm that your salary will be increased to £110,000. Furthermore your notice
period will be increased to 12 months.    
Both changes are effective from 2nd April, 2001.


 


	
  Yours sincerely

  	
   

  
	
   

  	
   

  
	
  /s/ W. Robert Stover

  	
   

  	
   

  
	
   

  	
   

  
	
  Bob Stover

  	
   

  
	
  Chairman and CEO

  	
   

  
			



 





















 


THIS ADDENDUM is made as of the 4th day of February 1999
BETWEEN WESTERN STAFF SERVICES (UK) LIMITED
whose registered office is at 46-50 Southgate Street Gloucester GL1 2DR (“the
Company”) (1) and PATRICIA  M NEWMAN of 107 Ellan Hay Road
Bradley Stoke Bristol BS32 OHA (“the Employee”) (2)


 


THIS ADDENDUM is supplemental to an Agreement made as of the
first day of December 1998 between the Company and the Employee (“the
Agreement”) and it is AGREED between
the parties that the Agreement shall be modified as follows with immediate
effect:-


 


1.                                     Clause 9 of the Agreement shall be
deleted and replaced by the following:


 


“9.  The Employer shall make pension
contributions equal to 10% of the Employee’s basic salary into an approved
Pension Scheme for the benefit of the Employee. 
The Employee shall make contributions of at least 5% of her basic salary
into such an approved Scheme”


 


2.                                     Clause 10 of the Agreement shall be
deleted and shall be replaced by the following:


 


“10.   
The Company will pay the Employee her normal basic salary whilst she is
absent due to sickness or accidental injury for the first 65 days of such
sickness or accidental injury.  The
Company will pay the cost of permanent health insurance arranged by the
Employee or the Company for the Employee’s benefit so as to provide benefits
for the Employee after the expiration of such 65 day period”


 


3.                                     Clause 11 of the Agreement shall be
amended by deletion of the words “.... under the Company’s Scheme...”


 


4.                                     Clause 12 of the Agreement shall be
amended by deleting the words ...“two times” and replacing them with the words “two
and one half times”


 


5.                                     In all other respects the provisions
of the Agreement shall continue in force and effect.


 


AS WITNESS the hands of the Employee and the duly
authorised representative of the Company


 


	
  /s/ P.M. Newman

  	
   

  	
   

  
	
  SIGNED by the Employee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED for an on behalf

  	
   

  
	
  the Company

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ W. Robert Stover

  	
   

  	
   

  
	
   

  	
  W. Robert Stover, Chairman

  	
   

  	
   

  
					



 





















 


THIS AGREEMENT is made as of the 1st day of December 1998
BETWEEN WESTERN STAFF SERVICES (UK)
whose registered office is at 46-50 Southgate Street Gloucester GL1 2DR (“the
Company”) (1) and PATRICIA M. NEWMAN
of 107 Ellan Hay Road Bradley Stoke Bristol BS32 OHA (“the Employee”) (2)


 


IT IS AGREED as follows:


 


1.                                     THE COMPANY shall employ the Employee and the
Employee shall serve the Company for the period and upon the terms and
conditions herein contained.


 


2.                                     THE EMPLOYEE shall be the Managing Director of
the Company  and,
consistent therewith, the Employee shall perform such duties in connection with
the business of the Company in such places as the Company may from time to time
direct.  The Employee shall obey all
proper instructions and directions of the Company and the Employee shall use
her best endeavours to promote the business of the Company and to achieve the
Company’s targets.  The Employee shall
report to the Senior Vice President, Group Director of European Operations of
the Company’s parent Company


 


3.                                     THE EMPLOYEE will work such hours as are necessary to carry
out the Employee’s duties to the Company’s satisfaction. The  Employee shall devote not less than
the equivalent of 5 full days of each week to the business and affairs of the
Company and the Employee shall devote the whole of her time and attention to
the discharge of her duties hereunder. 
Save as already disclosed to the Company, in writing, and save with the
consent of the Company in writing, the Employee shall not during her employment
by the Company be engaged, concerned or (save as a minority shareholder or
debenture holder for the purpose of bona fide investment only in a company
quoted on any recognised stock exchange in any part of the world) interested or
involved in any other trade business or occupation whatsoever.


 


4.1                               BY way of remuneration for her
services and other obligations hereunder, the Company shall pay to the Employee
a salary at the rate of £80,000 per annum to be paid by monthly instalments in
arrears and to be inclusive of any sums receivable as employee’s or director’s
fees or other emolument from the Company or any Associated Company.


 





















 


4.2                               For the first year of her employment by the
Company the Employee shall be entitled to a minimum bonus equal to no less than
25% of her annual base salary. The Employee’s actual bonus for the first year
of her employment may exceed that percentage. 
The amount of the bonus, shall be calculated according to the Managing
Director’s commission plan attached and the Managing Director’s commission plan
shall be effective as of the employment commencement date


 


The Employee shall be entitled to participate in
the Company’s bonus scheme based on gross profit per full time equivalent
employee once such scheme has been established by the Company


 


4.3                               The Employee may be granted options
to acquire shares in the Company’s parent Company at the discretion of and upon
the terms proposed by the Compensation Committee of the Company’s parent
Company.


 


4.4                               The Employee shall be entitled to
participate in the International Employee Stock Purchase Plan of the Company’s
parent Company upon the terms of the Plan for the time being in force


 


5                                        THE COMPANY shall reimburse the Employee for
all proper and reasonable travelling hotel and other expenses incurred by her
in the proper performance of her duties hereunder, provided that the incurring
of any such expenses is supported by vouchers. The Company will pay the charges
for business calls on the Employee’s home telephone, Fax and mobile telephone


 


6.                                     THE COMPANY will provide the Employee with a
suitable car as determined by the Company for business and personal use and
will also pay for the insurance, tax and running expenses of such car. The
Employee shall be liable for any personal taxes levied for use of the car,
shall take good care of the car and will be responsible for ensuring that it
remains, at all times, in a roadworthy condition. The Employee warrants that
she has and will have a full driving license during the term of this Agreement


 





















 


7.1                               IN addition to usual public holidays,
the Employee shall be entitled to 25 working days holiday in each calendar
year.


 


8.1                               THIS Agreement shall commence on the
First day of December 1998 and shall be of indefinite duration.  Either party may terminate this Agreement
upon giving 3 months written notice at any time.  The Company  reserves the right to make an equivalent
payment in lieu of notice should it so wish or to require the Employee to
remain away from working during the notice period whichever it may deem
appropriate.


 


8.2                               NOTWITHSTANDING anything herein contained the
Company may terminate the employment of the Employee hereunder forthwith
without notice, with Cause.  In such
circumstances the Employee will not be paid or given any salary, bonuses,
commissions or other benefits  that would
have been payable after the employment ceases.


 


The term “Cause” shall mean:


 


a)                                    The failure or refusal to comply
with any reasonable direction or request of the Company; or


 


b)                                   Any wilful misconduct which results
in a monetary loss to the Company, or a conviction for an offence or crime, or
any serious misconduct which could harm the Company and its  image or employee relations; or


 


c)                                    The Employee becoming bankrupt or of
unsound mind under the Mental Health Act; or


 


d)                                   A substantial failure to meet the
targets agreed by the Company provided that the Company performs its funding
and other responsibilities or;


 





















 


e)                                    A material breach by the Employee of
her obligations under this Agreement


 


9.                                     THE Employee will belong to and
participate in a suitable Pension Scheme nominated by the Employer The Employee’s
pension shall not take into account any bonus or other benefits.


 


10.                               THE Company will pay the Employee her
normal basic salary whilst she is absent due to sickness or accidental injury
in accordance with the following:-


 


	
  Length of Service

  	
   

  	
  Maximum Duration of Sick
  Pay

  
	
   

  	
   

  	
   

  
	
  Less than 6 months

  	
   

  	
  none

  
	
   

  	
   

  	
   

  
	
  Less than 12 months to less than 24 months

  	
   

  	
  3 weeks

  
	
   

  	
   

  	
   

  
	
  More than 24 months to less than 36 months

  	
   

  	
  4 weeks

  
	
   

  	
   

  	
   

  
	
  More than 36 months to less than 48 months

  	
   

  	
  5 weeks

  
	
   

  	
   

  	
   

  
	
  More than 48 months to less than 60 months

  	
   

  	
  6 weeks

  
	
   

  	
   

  	
   

  
	
  More than 60 months

  	
   

  	
  7 weeks

  



 


11.                               THE COMPANY will provide the Employee and her
spouse with  private medical insurance
under the Company’s scheme, subject to acceptance by the Insurer and as long as
the Employee is employed by the Company.


 


12.                               THE COMPANY will arrange and pay for life
assurance for the Employee in the value of two times her base salary for the
benefit of the Employee’s family, provided that this is available at normal
rates


 


13.                               COMPLAINTS by the Employee shall be raised
with the Senior Vice President, Group Director of European Operations of the
Company’s parent Company.


 


14.1                         THE Employee shall both during and after the
termination of her employment with the Company observe strict secrecy regarding
the business affairs and dealings of the


 





















 


Company, and any Associated Company.  The Employee shall not any time during or
after her employment with the Company disclose directly or indirectly to any
person, firm or company whatsoever, or apply or use for the benefit of herself
or of any one, except the Company any trade secret, confidential information,
manufacturing process or knowledge of the organisation dealings customers or
clients of the Company or any Associated Company which may come to her
knowledge during her employment with the Company.  The Employee shall not use or attempt to use
any such knowledge or information in any manner which may injure or cause loss
directly or indirectly to the Company or to any Associated Company


 


14.2                         THE Employee shall not at any time during the
period of twelve months from the date on which her employment with the Company
ceases (“the termination date”) without the prior written consent of the
Company directly or indirectly either alone or jointly with or as agent,
director, manager, consultant or employee of any other person, firm, company or
organisation, as follows:


 


14.2.1                in competition with the Company solicit or attempt to
solicit the custom of any person, firm, company or organisation who or which at
the termination date or at any time within 12 months ending on termination date
was a customer or client of or did business with the Company or any Associated
Company during the 12 months ending on the termination date; nor


 


14.2.2                in competition with the Company
solicit the services of any person, firm, company or organisation who or which
at the termination date or at any time within 12 months ending on the
termination date was a supplier, agent or distributor of or to or did business
with or for the Company or any Associated company during the 12 months ending
on the termination; nor


 


14.2.3                endeavour to entice away from the Company or
any Associated Company any person who was on the termination date a director or
employee of the company or of any Associated Company.


 





















 


14.3        THE Employee having taken or had the opportunity of taking
independent legal advice acknowledges and agrees that the restrictions set out
in clause 14 are fair and reasonable in the circumstances and that if any one
or more or any part of such restrictions shall be rendered or judged invalid or
unenforceable such restriction or part shall be deemed to be severed from this
Agreement and such invalidity or enforceability shall not in any way affect the
validity or enforceability of the remaining restrictions in this Agreement


 


14.4        THE Employee hereby acknowledges that the restrictions
contained in this Clause shall operate for the benefit of the business carried
on by the Company and such restrictions shall be enforceable against the
Employee by the owner for the time being of such business as well as by the
Company.


 


15.1        UPON the termination of this Agreement for whatever reason the Employee
shall:


 


15.1.1     if so requested by the Company
resign without claim for compensation (save pursuant to this Agreement) from
all or any offices she may hold as an Employee of the Company and/or any  Associated
Company and in the event of her failure to do so the Company is hereby
irrevocably authorised to appoint some person in her name and on her behalf to
execute any documents and to do all things necessary to give effect to such
resignation; and


 


15.1.2     deliver up all documents and other property
relating to the Company and its Associated Companies in her possession or
control and shall not make any copy or duplicate thereof.


 


16.                               IF one or more of the terms of this
Agreement shall be null or void the validity of the remaining terms shall be
unaffected thereby.  In this event the
parties shall replace the null or void terms with an effective term as close as
possible to the objective of the ineffective term.


 


17.                               THIS AGREEMENT is in substitution for and wholly
replaces such other contracts


 





















 


(whether written or
oral or implied by law and any other formal or informal arrangements or
understandings) which have previously subsisted between the parties (or any
Associated company of the Company) in relation to the subject matter of this
Agreement


 


18.                               ANY notice given under this Agreement
shall be deemed to be the properly served if addressed to the Company and sent
by registered post or recorded delivery mail addressed to the Company at its
registered office or if addressed to the Employee it be served personally or be
sent by registered post or recorded delivery addressed to her at her usual or
last known place of residence in the United Kingdom and in the case of service
by post the date of service shall be two days following the date of posting.


 


19.                               THIS AGREEMENT shall be governed by and
interpreted in accordance with English Law.


 


20.                               IN this Agreement the expression”Associated
Company”shall mean any Company which is for the time being the Company’s
holding company (as defined in Section 736 of the Companies Act 1985) or a
subsidiary (as defined in the said Section 736) of such holding company
other than the Company itself.


 


 


IN WITNESS whereof the Agreement has been signed on
behalf of the Company and the Employee the day and year first before mentioned.


 


	
  Signed

  	
   3-1-99

  	
   

  	
  Signed

  	
   /s/ Patricia M. Newman

  	
   

  
	
   

  	
   

  	
   Patricia
  M. Newman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Signed for and
  on behalf of the Company

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ W. Robert Stover

  	
   

  	
   

  
	
   

  	
   W. Robert
  Stover, Chairman