EXHIBIT 10.1


 





 


EMPLOYMENT CONTRACT


 


This Employment Contract
is entered into by and between Westaff Support, Inc. (“Westaff”) and


 


	
  John P. Sanders

  	
  (“you”).

  
	
  (full name of
  Employee)

  	
   

  



 


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 February 20, 2001 and shall continue
thereafter until terminated by either party. Westaff will give you two weeks’
advance notice of termination, or pay in lieu of notice. However, Westaff will
not be obliged to give you such advance notice or pay 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 $140,000.00 per year or wage of $ n/a 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 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,
ordering sources, statistical information, sales techniques, methods of
operation, advertising materials, forms 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.


 

















 


6.                                      Non-Competition. 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 or work for any other person or entity during your Westaff workday.  While employed by Westaff, you will not engage
in any competitive staffing or employment services business. You further agree
that you will not engage in a competitive 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 officer 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, you may assign none of
your rights and/or duties under this Contract 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/ John P.
  Sanders

  	
   

  	
  DATE:

  	
    2/20/01

  
	
   

  	
  (Signature of
  employee)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WESTAFF SUPPORT, INC.:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Cameron
  Wheeler

  	
   

  	
  LOCATION:

  	
    Walnut Creek,
  CA / 9913 HR

  
	
   

  	
  (Signature of
  Westaff representative)

  	
   

  	
   

  	
  (City, State and
  Westaff Department)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE:

  	
  HR Coordinator

  	
   

  	
   

  	
   

  
								



 

















 


ADDENDUM TO EMPLOYMENT CONTRACT


 


This
Addendum to Employment Contract (“this Addendum”) is entered into by and
between Westaff Support, Inc. (“Westaff”) and John P. Sanders (“you”) with
respect to the standard form of “at will” Employment Contract between the
parties dated February 20, 2001 (“the Employment Contract”). The parties
hereby modify the Employment Contract to reflect that your employment will
continue on the following additional terms and conditions:


 


1.               Paragraph 1 entitled “Duration” is modified
to delete the second sentence in its entirety and to

replace that sentence with the following sentence:   “Westaff will give you thirty (30) calendar
days’

advance notice of termination.”


 


2.               Paragraph 1 entitled “Duration” is further
modified to delete subparagraph a in its entirety.


 


3.               In all other respects, the terms and
conditions of the Employment Contract shall remain in full

force and effect as originally stated.


 


4.               You hereby acknowledge that you have read and
understood this Addendum. By signing

below, you acknowledge receipt of a copy of this Addendum and agree to abide by
its terms and

conditions.


 


 


	
   

  	
  EMPLOYEE:

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/
  John P. Sanders

  	
   

  	
  Date:

  	
    1/2/02

  	
   

  
	
   

  	
  John P. Sanders

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTAFF
  SUPPORT, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Dirk A. Sodestrom

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
  Dirk A. Sodestrom

  	
   

  	
  and
  Chief Financial Officer