**Exhibit 10.2**

 

**EMPLOYMENT AGREEMENT**

 

AGREEMENT made as of the 1st day of January, 2006 by and between AmandaSinclair, residing at 7705 Forest Dream, Live Oak, Texas 78233 (hereinafterreferred to as the “Employee”) and PBS Holding, Inc., a Nevada corporationwith principal offices located at 433 Kitty Hawk Drive, Suite 226,Universal City, Texas 78148.

 

**W I T N ES S E T H****:**

 

WHEREAS, PBS Holding, Inc. and its subsidiaries (together referredto as the “Company”) are engaged in the business of assisting clientsto cost effectively outsource the management of human resources includingemployee benefits, payroll and workers compensation, and operating professionalemployer organizations and temporary staffing services; and

 

WHEREAS, the Company desires to employ the Employee for the purpose ofsecuring for the Company the experience, ability and services of the Employee;and

 

WHEREAS, the Employee desires to accept employment with the Companypursuant to the terms and conditions herein set forth, superseding all priororal and written employment agreements and term sheets and letters between theCompany, its subsidiaries and/or predecessors and Employee.

 

NOW, THEREFORE, it is mutually agreed by and between the parties heretoas follows:

 

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**ARTICLE I**

 

**DEFINITIONS**

 

1.1           *AccruedCompensation.   *Accrued Compensation shall mean anamount which shall include all amounts earned or accrued through the “TerminationDate” (as defined below) but not paid as of the Termination Date, including (i) BaseSalary, (ii) reimbursement for business expenses incurred by the Employeeon behalf of the Company, pursuant to the Company’s expense reimbursementpolicy in effect at such time, (iii) automobile allowance, (iv) discretionarytime and vacation pay, and (v) bonuses and incentive compensation earnedand awarded prior to the Termination Date.

 

1.2           *Base Salary*.*   *“Base Salary” shall mean the greater ofthe Employee’s annual base compensation (a) at the rate in effect on theTermination Date or (b) at the highest rate in effect at any time duringthe ninety (90) day period prior to the Termination Date; provided however,Base Salary shall not include the Bonus or any other payment contingent onperformance. Base Salary shall be paid to the Employee in regular installmentson each of the Company’s regular pay dates for executives and subject to allapplicable tax withholding as provided in Section 4.3 hereof.

 

1.3           *Cause*.*   *Cause shall mean: (i) willful failureby the Employee of a reasonable and lawful instruction of the Board of Directorsof the Company consistent with the duties and functions of Employee’s positionwhich failure is not cured within 15 days following written notice thereof; (ii) convictionof the Employee of any misdemeanor involving fraud or embezzlement or a similarcrime, or any felony; (iii) fraud, gross negligence or willful misconductin the performance of his duties to the Company; or (iv) excessiveabsences from work, other than for illness or Disability; provided that theCompany shall not have the right to terminate the employment of Employeepursuant to the foregoing clauses (i), (iii) and (iv) above unlesswritten notice specifying such breach, as determined by a resolution of theBoard of

 

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Directors, shall have beengiven to the Employee and, in the case of breach which is capable of beingcured, the Employee shall have failed to cure such breach within thirty (30)days after his receipt of such notice.

 

1.4           *Continuation Benefits.**   *ContinuationBenefits shall be the continuation of the Benefits, as defined in Section 5.1,for the period from the Termination Date to either (i) the later of theExpiration Date, or the end of the month in which the final Severance Paymentinstallment is payable pursuant to this Agreement, or (ii) such otherperiod as specifically stated by this Agreement (the “Continuation Period”), atthe Company’s expense on behalf of the Employee and his dependents; provided,however, that the benefits required to be provided during the ContinuationPeriod with respect to any benefit plan not available to non-employees of theCompany, shall be such benefits as shall be reasonably available andsubstantially similar to the benefits provided to employees of the Company onthe Termination Date. The Company’s obligation hereunder with respect to theforegoing benefits shall also be limited to the extent that if the Employeeobtains any such benefits pursuant to a subsequent employer’s benefit plan, theCompany may reduce the coverage of any benefits it is required to providethe Employee hereunder as long as the aggregate coverage and benefits of thecombined benefit plans is no less favorable to the Employee than the coverageand benefits required to be provided hereunder. This definition of ContinuationBenefits shall not be interpreted so as to limit any benefits to which theEmployee, his dependents or beneficiaries may be entitled under any of theCompany’s employee benefit plans, programs or practices following the Employee’stermination of employment, including, without limitation, retiree medical andlife insurance benefits.

 

1.5           *Disability*.*   *Disabilityshall mean a physical or mental impairment that substantially limits theEmployee’s ability to substantially perform her duties with the Company

 

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for a period of ninety (90)consecutive days, and the Employee has not returned to her full-time employmentprior to the Termination Date as stated in the “Notice of Termination” (asdefined below).

 

1.6           *Notice ofTermination*.*   *Noticeof Termination shall mean a written notice from the Company, or the Employee,of termination of the Employee’s employment which indicates the specifictermination provision in this Agreement relied upon, if any, and which setsforth in reasonable detail the facts and circumstances claimed to provide abasis for termination of the Employee’s employment under the provision soindicated.

 

1.7*           Severance Payment*.*   *Severance Payment shall mean an amountequal to 12 months of Base Salary (“Severance Payment”) payable in equalinstallments on each of the Company’s regular pay dates for executives duringsuch 12 month period commencing on the first regular executive pay datefollowing the Termination Date. For purposes of computing the SeverancePayment, Base Salary shall include any automatic increases to Base Salary towhich the Employee would have been entitled had this Agreement not beenterminated.

 

1.8           *TerminationDate*.*   *TerminationDate shall mean (i) in the case of the Employee’s death, her date ofdeath; (ii) in the case of termination of employment after the ExpirationDate, the last day of employment; and (iii) in all other cases, the datespecified in the Notice of Termination; provided, however, if the Employee’semployment is terminated by the Company for any reason except Cause, the datespecified in the Notice of Termination shall be at least 30 days from the datethe Notice of Termination is given to the Employee, and provided further thatin the case of Disability, the Employee shall not have returned to thefull-time performance of her duties during such period of at least 30 days.

 

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1.9           *Fiscal Year.   *FiscalYear shall mean the twelve-month period beginning on January and ending onDecember 31.

 

**ARTICLE II**

 

**EMPLOYMENT**

 

2.1           Upon the terms and subjectto conditions of this Agreement, the Company hereby employs and agrees tocontinue the employment of the Employee, and the Employee hereby accepts suchcontinued employment in her capacity as Executive Vice President and Chief OperatingOfficer.

 

**ARTICLE III**

 

**DUTIES**

 

3.1           The Employee shall,during the Term of her employment with the Company (as defined in Section 8.1hereof), and subject to the direction and control of the Company’s Board ofDirectors, perform such duties and functions as she may be calledupon to perform by the Company’s Board of Directors during the Term ofthis Agreement, consistent with her position as Executive Vice President andChief Operating Officer.

 

3.2           The Employee agrees todevote full business time and her best efforts in the performance of her dutiesfor the Company and any subsidiary of the Company.

 

3.3           Employee shallundertake regular travel to the Company’s executive and operational offices,and such other occasional travel within or outside the United States as is or may bereasonably necessary in the interests of the Company. All such travel shall beat the sole cost and expense of the Company.

 

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**ARTICLE IV**

 

**COMPENSATION**

 

4.1           During the Term (asdefined in Section 8.1) of this Agreement, Employee shall be compensatedper annum a base salary (“Base Salary”) initially at the rate of $150,000. Priorto or at the beginning of each Fiscal Year, the Board of Directors of theCompany shall determine the fiscal strength and budgetary needs of the Companyand determine what portion of the Base Salary will be payable in cash and whatportion thereof will be payable in options to purchase the Company’s commonstock, par value $.001 (“Common Stock”) pursuant to the Company’s 2004 StockOption Plan (“Option Plan”); provided, however, that in no event will the cashportion of the Base Salary be less than $90,000 in any Fiscal Year. If theBoard of Directors determines that a portion of the Base Salary will be payablein options to purchase Common Stock, the number of options issuable shall beequal to (i) the amount of Base Salary reserved for options divided by (ii) theaverage of the closing sales prices for the last five (5) trading days onwhich actual sales occurred during the previous calendar year (collectively,the “Options Issued in Lieu of Base Salary”). The Options Issued in Lieu ofBase Salary shall be issued by the Company to the Employee in 12 equal monthlyinstallments of such Options on the last business day of each calendar month. Inthe event the Company completes an acquisition of any business or assets in anyFiscal Year, for purposes of this Section 4.1, the Company shall excludefrom gross revenues of the Company for such applicable Fiscal Year the grossrevenues related to such acquired business or assets. For the 2006 Fiscal Year,the cash portion of the Base Salary shall be fixed at $136,471.40.

 

4.2           Employee shall beeligible to receive from time to time a bonus (the “Bonus”) in the discretionof the Board of Directors, or if the Board so designates, the CompensationCommittee of the Board of Directors based on the annual financial and operatingperformance of

 

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the Company. The Bonus payable pursuantto this Section 4.2 shall be payable not later than the last day of thefirst calendar quarter following the Fiscal Year applicable to such Bonus. Atthe sole discretion of the Board of Directors of the Company, or if the Boardso designates the Compensation Committee of the Board of Directors, the Bonuspayable may be payable in cash or in grants of options to purchase sharesof Common Stock pursuant to the Option Plan in the amounts and at exerciseprices as determined by the Board of Directors, or if the Board so designates,the Compensation Committee of the Board of Directors. Such options shall bevested on the date of grant.

 

4.3           The Company shalldeduct from Employee’s compensation all federal, state, and local taxes, whichit may now or may hereafter be required to deduct.

 

4.4           Employee may receivesuch other additional compensation as may be determined from time to timeby the Board of Directors including bonuses other than as specified in Sections4.2 and other long term compensation plans. Nothing in this Section 4.4shall be deemed or construed to require the Board to award any bonus oradditional compensation.

 

**ARTICLE V**

 

**BENEFITS**

 

5.1           During the Term hereof,the Company shall provide Employee with the following benefits (the “Benefits”):(i) group health care and insurance benefits as generally made available

 

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to the Company’s seniormanagement; and (ii) such other insurance benefits obtained by the Companyand made generally available to the Company’s senior management.

 

5.2           During the Term hereof,the Company will provide an automobile for Employee’s use. The Employee shall receivean expense allowance for such automobile equal to five percent (5%) of Employee’sBase Salary for actual expenses to maintain such automobile, including withoutlimitation, gas and maintenance. In addition, the Company shall reimburseEmployee, upon presentation of appropriate vouchers and other suitabledocumentation, for other expenses incurred by Employee on behalf of the Companyincluding but not limited to, the cost and use of a cell phone, beeper orpager, travel expenses for transportation, lodging, meals and entertainment,and other reasonable expenses necessary to perform Employee’s duties forthe Company.

 

5.3           During the Term hereof,Employee shall be entitled to paid vacation at the rate of four (4) weeksper annum based upon Employee’s Base Salary then in effect.

 

5.4           In the event that anyexpenses paid by the Company are deemed to be income to Employee pursuant toany rules and regulations of the Internal Revenue Service such expenseswill be provided to Employee in addition to and not part of Employee’sBase Salary.

 

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**ARTICLE VI**

 

**NON-DISCLOSURE**

 

6.1           The Employee shall not,at any time during or after the termination of her employment hereunder, exceptwhen acting on behalf of and with the authorization of the Company, or whenrequired by law or legal process, or where appropriate in response toregulatory authorities, make use of or disclose to any person, corporation, orother entity, for any purpose whatsoever, any trade secret or otherconfidential information concerning the Company’s business, finances,marketing, computerized payroll, accounting and information business, personneland/or employee leasing business of the Company and its subsidiaries, includinginformation relating to any customer of the Company, or any other nonpublicbusiness information of the Company and/or its subsidiaries learned as aconsequence of Employee’s employment with the Company, except for informationavailable publicly or from other non-confidential sources  (collectively referred to as the “ProprietaryInformation”). The Employee acknowledges that Proprietary Information, as they may existfrom time to time, are valuable and unique assets of the Company, and thatdisclosure of any such information would cause substantial injury to theCompany. Proprietary Information shall cease to be Proprietary Information, asapplicable, at such time as such information becomes public other than throughdisclosure, directly or indirectly, by Employee in violation of this Agreement.

 

6.2           If Employee isrequested or required (by oral questions, interrogatories, requests forinformation or document subpoenas, civil investigative demands, or similarprocess) to

 

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disclose any ProprietaryInformation,  Employee shall, unlessprohibited by law, promptly notify the Company of such request(s) so that theCompany may seek an appropriate protective order.

 

**ARTICLE VII**

 

**RESTRICTIVE COVENANT**

 

7.1           In the event of thetermination of employment with the Company at any time prior to the expirationof the Term hereof, or Employee’s discharge in accordance with Article IX,or the expiration of the Term hereof without renewal, Employee agrees that shewill not, for period of one (1) year following such termination, directlyor indirectly, enter into or become associated with or engage in any otherbusiness  (whether as a partner, officer,director, shareholder, employee, consultant, or otherwise), which business isprimarily involved in assisting clients to cost effectively outsource human resourcesrequirements and operating professional employer organizations or temporarystaffing services, or is otherwise engaged in the same business as the Companyin direct competition with the Company in the geographic locations where theCompany currently conducts business or in geographic locations where theCompany was in the process of developing potential business relationships,during the tenure of Employee’s employment by the Company. Notwithstanding theforegoing, the ownership by Employee of less than five percent (5%) of theshares of any publicly held corporation shall not violate the provisions ofthis Article VII.

 

7.2           In furtherance of theforegoing, Employee shall not during the aforesaid period of non-competition,directly or indirectly, in connection with any business primarily involved in assistingclients to cost effectively outsource human resources requirements and operatingprofessional employer organizations or temporary staffing services, or anybusiness similar to the

 

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business in which the Companywas engaged, or in the process of developing during Employee’s tenure with theCompany, solicit any customer or employee of the Company who was a customer oremployee of the Company during the tenure of her employment.

 

7.3           Except as otherwise may beagreed by the Company in writing, in consideration of the employment ofEmployee by the Company, and free of any additional obligations of the Companyto make additional payment to Employee, Employee agrees to irrevocably assignto the Company any and all inventions, software, manuscripts, documentation,improvements or other intellectual property whether or not protectable by anystate or federal laws relating to the protection of intellectual property,relating to the present or future business of the Company that are developed byEmployee prior to the termination of her employment with the Company, eitheralone or jointly with others, and whether or not developed during normalbusiness hours or arising within the scope of her duties of employment. Employeeagrees that all such inventions, software, manuscripts, documentation,improvement or other intellectual property shall be and remain the sole andexclusive property of the Company and shall be deemed the product of work forhire. Employee hereby agrees to execute such assignments and other documents asthe Company may consider appropriate to vest all right, title and interesttherein to the Company and hereby appoints the Company as Employee’s attorney-in-factwith full powers to execute such document itself in the event Employee fails oris unable to provide the Company with such signed documents. Notwithstandingthe foregoing, this provision does not apply to an invention for which noequipment, supplies, facility, or trade secret information of the Company wasused and which was developed entirely on Employee’s own time, unless (a) theinvention relates (i) to the business of the Company, or (ii) to theCompany’s actual or demonstrably anticipated research or

 

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development, or (b) theinvention results from any work performed by Employee for the Company.

 

7.4           If any court shall holdthat the duration of non-competition or any other restriction contained in thisArticle VII is unenforceable, it is our intention that same shall notthereby be terminated but shall be deemed amended to delete therefrom suchprovision or portion adjudicated to be invalid or unenforceable or, in thealternative, such judicially substituted term may be substituted therefor.

 

**ARTICLE VIII**

 

**TERM**

 

8.1           This Agreement shall befor a term (the “Term”) commencing on January 1, 2006 (the “CommencementDate”) and terminating on December 31, 2011 (the “Expiration Date”),unless sooner terminated upon the death of the Employee, or as otherwiseprovided herein.

 

8.2           Unless this Agreementis earlier terminated pursuant to the terms hereof, the Company agrees to useits best efforts to notify Employee in writing whether it intends to negotiatea renewal of this Agreement six (6) months prior to the Expiration Date.

 

8.3           Upon termination of theEmployee’s employment by the Company on or after the Expiration Date for anyreason except Cause, the Company shall pay Employee, in addition to any otherpayments due hereunder, the Severance Payment.

 

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**ARTICLE IX**

 

**TERMINATION**

 

9.1           The Company may terminatethis Agreement by giving a Notice of Termination to the Employee in accordancewith this Agreement for the following reasons:

 

a.             for Disability; or

 

b.             forCause.

 

9.2           Employee may terminatethis Agreement by giving a Notice of Termination to the Company in accordancewith this Agreement, at any time. If the Employee voluntarily terminates thisAgreement, the Company shall pay and/or provide to the Employee, her AccruedCompensation.

 

9.3           If the Employee’semployment with the Company shall be terminated, the Company shall pay and/orprovide to the Employee the following compensation and benefits in lieu of anyother compensation or benefits arising under this Agreement or otherwise:

 

a.             ifthe Employee was terminated by the Company for Cause,  the Accrued Compensation;

 

b.             ifthe Employee was terminated by the Company for Disability, the Accrued Compensation,the Severance Payment and the Continuation Benefits; or

 

c.             iftermination was due to the Employee’s death, the Accrued Compensation; or

 

d.             iftermination was due if the Employee was terminated by the Company prior to theExpiration Date without Cause, (i) the Accrued Compensation;  (ii)  the greater of (A) the BaseSalary to the Expiration Date, or (B) the Severance Payment;  and (iii)  the Continuation Benefits.

 

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9.4           The amounts payableunder this Section 9, shall be paid as follows:

 

a.             AccruedCompensation shall be paid within five (5) business days after theEmployee’s Termination Date (or earlier, if required by applicable law).

 

b.             Ifthe Continuation Benefits are paid in cash, the payments shall be made on thefirst day of each month during the Continuation Period (or earlier, if requiredby applicable law).

 

c.             TheSeverance Payments shall be paid in accordance with the Company’s regular payperiods (or earlier, if required by applicable law).

 

9.5           The Employee shall notbe required to mitigate the amount of any payment, including the value of anyContinuation Benefit, provided for in this Agreement by seeking otheremployment or otherwise and no such payment shall be offset or reduced by theamount of any compensation or benefits provided to the Employee in anysubsequent employment except as provided in Section 1.4.

 

9.6           Employee agrees that aslong as Employee is entitled to receive any payments under this Agreement,Employee will not make any negative or derogatory statements in verbal,written, electronic or any other form about the Company, including, butnot limited to, a negative or derogatory statement made in, or in connectionwith, any article or book, on a website, in a chat room or via theinternet except where such statement is required by law or regulation.

 

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**ARTICLE X**

 

**TERMINATION OF PRIOR AGREEMENTS**

 

10.1         This Agreement, and anystock option, bonus plan and benefit plan described herein,  sets forth the entire agreement between theparties and supersedes all prior agreements, letters and understandings betweenthe parties, whether oral or written prior to the effective date of thisAgreement.

 

**ARTICLE XI**

 

**ARBITRATION AND INDEMNIFICATION**

 

11.1         Any dispute arising outof the interpretation, application, and/or performance of this Agreement withthe sole exception of any claim, breach, or violation arising under Articles VIor VII hereof shall be settled through final and binding arbitration before asingle arbitrator in the State of Texas in accordance with the Rules ofthe American Arbitration Association “Association”). The arbitrator shall beselected by the Association and shall be an attorney-at-law experienced in thefield of corporate law. Any judgment upon any arbitration award may beentered in any court, federal or state, having competent jurisdiction of theparties.

 

11.2         The Company hereby agreesto indemnify, defend, and hold harmless the Employee for any and all claimsarising from or related to her employment by the Company at any time asserted,at any place asserted, to the fullest extent permitted by law. The Companyshall maintain such insurance as is necessary and reasonable to protect theEmployee from any and all claims arising from or in connection with heremployment by the Company during the term of Employee’s employment with theCompany and for a period of six (6) years after the date of termination ofemployment for any reason. The provisions of this Section 11.2 are inaddition

 

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to and not in lieu of anyindemnification, defense or other benefit to which Employee may beentitled by statute, regulation, common law or otherwise.

 

**ARTICLE XII**

 

**SEVERABILITY**

 

If any provision of this Agreement shall be held invalid andunenforceable, the remainder of this Agreement shall remain in full force andeffect. If any provision is held invalid or unenforceable with respect toparticular circumstances, it shall remain in full force and effect in all othercircumstances.

 

**ARTICLE XIII**

 

**NOTICE**

 

For the purposes of this Agreement, notices and all othercommunications provided for in the Agreement shall be in writing and shall bedeemed to have been duly given when (a) personally delivered or (b) sentby  (i) a nationally recognizedovernight courier service or (ii) certified mail, return receiptrequested, postage prepaid and in each case addressed to the respectiveaddresses as set forth below or to any such other address as the party toreceive the notice shall advise by due notice given in accordance with thisparagraph. All notices and communications shall be deemed to have been receivedon (A) if delivered by personal service, the date of delivery thereof; (B) ifdelivered by a nationally recognized overnight courier service, on the firstbusiness day following deposit with such courier service; or (C) on thethird business day after the mailing thereof via certified mail. Notwithstandingthe foregoing, any notice of change of address shall be effective only uponreceipt.

 

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The current addresses of the parties are as follows:

 
| IF  TO THE COMPANY:  | PBS Holdings, Inc.                           |
|----------------------|---------------------------------------------------|
|                 | 433  Kitty Hawk Drive, Suite 226             |
|                 | Universal  City, TX 78148                         |
|                 | Attention:  President and Chief Executive Officer |
|                 |                                              |
| WITH  A COPY TO:     | Stanley  R. Goldstein, Esq.                  |
|                 | Goldstein &  DiGioia, LLP                |
|                 | 45  Broadway, 11th Floor                          |
|                 | New  York, NY 10006                               |
|                 |                                              |
| IF  TO THE EMPLOYEE: | Amanda  Sinclair                                  |
|                 | 7705  Forest Dream                                |
|                 | Live  Oak, TX 78233                               |

** **

**ARTICLE XIV**

 

**BENEFIT**

 

This Agreement shall inure to, and shall be binding upon, the partieshereto, the successors and assigns of the Company, and the heirs and personalrepresentatives of the Employee.

 

**ARTICLE XV**

 

**WAIVER**

 

The waiver by either party of any breach or violation of any provisionof this Agreement shall not operate or be construed as a waiver of anysubsequent breach of construction and validity.

 

**ARTICLE XVI**

 

**GOVERNING LAW**

 

This Agreement has been negotiated and executed in the State of Texas. Thelaw of the State of Texas shall govern the construction and validity of thisAgreement.

 

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**ARTICLE XVII**

 

**JURISDICTION**

 

Any or all actions or proceedings which may be brought by theCompany or Employee under this Agreement shall be brought in courts having asitus within the State of Texas, and Employee and the Company each herebyconsent to the jurisdiction of any local, state, or federal court locatedwithin the State of Texas.

 

**ARTICLE XVIII**

 

**ENTIRE AGREEMENT**

 

This Agreement contains the entire agreement between the parties hereto.No change, addition, or amendment shall be made hereto, except by writtenagreement signed by the parties hereto.

 

**IN WITNESS WHEREOF,**the parties hereto have executed this Agreement and affixed their signaturesthe day and year first above written.

 
| ** ** | **PBS Holding, Inc.** |
|------------|----------------------------|
|       |                       |
|       |                       |
|       | By:                        |   |   |
|       |                       | Patrick D. Matthews |
|       |                       | President and Chief Executive Officer |
|       |                       |
| ** ** | **Employee**               |
| ** ** | ** **                 |
| ** ** | ** **                 | ** ** |
|       |                       | Amanda Sinclair |
|            |                            |  |  |  |

 

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