EXHIBIT 10.3


 




	
  

  	
   

  	
  Employment Contract

  






 


Electronic Form Template 1/06 (emp_con.dot)


 


This
contract is entered into by and between Matthew Parker (hereafter “you”) and
Westaff (USA), Inc. (“Westaff”).


 


Westaff
hereby agrees to hire you or continue your employment and you agree to accept
employment or continue your employment with Westaff upon the following terms
and conditions:


 


1. Duration. Your employment shall start or continue as of 3/20/06 and shall
continue thereafter until terminated by either party giving to the other two
weeks’ advance notice of termination. However, Westaff is not obliged to give
you such advance notice if:


 


a.               Termination occurs during the first year of
your employment; or


b.              You are a part-time employee; or


c.               You accept an offer of employment with a
business competitive to Westaff; or


d.              You are terminated for misconduct, violation
of this Contract or violation of Westaff’s policies

or rules as set forth in Westaff’s Employee Handbook or otherwise made
known to you.


 


2. Terminable-At-Will. You are a “terminable-at-will” employee. You may resign
at any time with or without a reason. Likewise, Westaff may dismiss you at
any time with or without cause. You acknowledge that there are no other express
or implied agreements between you and Westaff for any specific period of
employment, or for continuing or long-term employment.


 


3. Pay. You will be paid a beginning salary of $140,000
per year or a wage of $— per hour. Your pay may be revised without
impairing the effectiveness of any other provisions of this Contract. Your pay
will be paid in equal installments every two weeks. Each pay period is distinct
and severable, and your employment for part of a pay period or part of
a year will not entitle you to pay for more than the time you actually worked.
In the event your employment terminates during a pay period, your pay will be
prorated to the date of termination, and will include earned vacation pay, if
any.


 


4. Confidentiality. Westaff is a provider of temporary staffing and employment services.
You acknowledge that by virtue of your employment, you will become familiar
with or have access to Westaff’s valuable proprietary information, confidential
data and trade secrets which include but are not limited to, customers’ and
employees’ names, addresses and telephone numbers, bill and pay rates, employees’
pay and skills, other statistical information, sales techniques, methods of
operation, advertising materials, formulas and operating manuals. As the
misappropriation of such information, data or secrets would result in great
damage or loss to Westaff, you agree not to use any of it for your own benefit
and not to disclose it to, or allow the use of it by any person, firm or
corporation, whether during your Westaff employment or thereafter.


 


5. Non-Diversion. You agree that you will not, directly or indirectly, either for
yourself or for any other person, firm or corporation, solicit or attempt to
divert any Westaff customer or recruit any Westaff employee during your Westaff
employment and for a period of one year thereafter. For purposes of this paragraph,
a Westaff customer is defined as any person, firm or corporation that Westaff
has serviced within one year preceding the termination of your employment and
with whom you have had contact on behalf of Westaff, and a Westaff employee is
defined as any person who has received salary or wages from Westaff within one
year preceding the termination of your employment.


 


Providing Essential Staffing Services


 

















 


6. Non-Competition (not applicable in California). You agree to devote your best efforts to the performance
of your Westaff duties and to perform no acts detrimental to Westaff’s
best interests. You will not engage in any other business nor work for any
other person or entity during your Westaff workday. While employed by Westaff,
you will not engage in any competitive temporary staffing or employment
services business. You further agree that you will not engage in a competitive
temporary staffing or employment services business, in a same or similar
capacity in which you were employed by Westaff, for yourself or for any other
person, firm or corporation, within a radius of twenty-five miles from the
Westaff office(s) where you were working for a period of one year after the
termination of your Westaff employment.


 


7. Authority. You shall have no authority to enter into any contract or agreement or
otherwise bind Westaff without the prior consent of an office of Westaff.


 


8. Property. Upon termination of your employment, you agree to immediately deliver
to Westaff all equipment, supplies, keys, manuals, monies, overpayments, lists,
records, resumes, diskettes or other material related to the business of
Westaff and all Westaff property of whatever nature in your possession or
control or which you may have entrusted to any other party.


 


9. Violation. You acknowledge that the obligations and restrictions set forth in this
Contract are reasonably necessary for the protection of Westaff’s business,
goodwill, property, and customer and employee relationships. You recognize that
irreparable damage will result to Westaff in the event of any violation of this
Contract and hereby agree to the issuance of a restraining order and/or an
injunction against you for such a violation, in addition to any other legal or
equitable remedies Westaff may have.


 


10. Assignment. Westaff’s rights and/or duties under this Contract may be assigned
or delegated to any successor of Westaff. However none of your right and/or
duties under this contract may be assigned by you to any other party.


 


11. Modification. The terms of this Contract may be amended, modified or replaced
only by a subsequent written agreement signed by you and an authorized
representative of Westaff.


 


12. Severability. Every provision of this Contract is distinct and severable. If any such
provision is held to be illegal, unenforceable or void, it shall not affect the
legality, enforceability or validity of any of the other provisions.


 


13. Acknowledgment. You hereby acknowledge that you have read and understood this Contract.
By signing below, you acknowledge receipt of a copy of this Contract and agree
to abide by its terms and conditions.


 


 


	
  Employee:

  	
    /s/ Matthew
  Parker

  	
   

  	
  Date:

  	
    3/20/06

  	
   

  
	
   

  	
  (Signature of employee)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Westaff (USA), Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Wendy
  A. Lewis

  	
   

  	
  Location:

  	
  Walnut Creek, CA 9913

  	
   

  
	
   

  	
  (Signature of Westaff representative)

  	
   

  	
   

  	
  (City,
  State and Westaff office number)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
    Wendy A. Lewis

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  HR. Coordinator