##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 3, 2010.
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number 000-27792
 
 COMSYS IT PARTNERS, INC.
 (Exact name of Registrant as specified in its charter)
 Delaware
(State or other jurisdiction 
of incorporation or organization)
    
    56-1930691
(I.R.S. Employer
Identification Number)
 4400 Post Oak Parkway, Suite 1800
Houston, TX 77027
(Address, including zip code, of
 principal executive offices)
 (713) 386-1400
(Registrants telephone number, including area code)
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock $0.01 Par Value per Share
    
    The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
  Yes o No þ
 Yes o No þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes o No þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PageCautionary Note Regarding Forward-Looking Statements
    
    
    1PART IItem 1. Business
    
    
    2Item 1A. Risk Factors
    
    
    11Item 1B. Unresolved Staff Comments
    
    
    20Item 2. Properties
    
    
    20Item 3. Legal Proceedings
    
    
    20Item 4. Reserved
    
    
    20PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
    
    
    21Item 6. Selected Financial Data
    
    
    22Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    36Item 8. Financial Statements and Supplementary Data
    
    
    37Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    64Item 9A. Controls and Procedures
    
    
    64Item 9B. Other Information
    
    
    67PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    67Item 11. Executive Compensation
    
    
    69Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    83Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    87Item 14. Principal Accounting Fees and Services
    
    
    89PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    89Signatures
    
    
    90Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32




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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
   
    
    the timing and success of the exchange offer and acquisition of us by Manpower Inc.
 
    
    the risk that our business will be adversely impacted during the pendency of the exchange
offer and proposed merger with Manpower Inc.
 
    
    economic declines that affect our business, including our profitability, liquidity or the
ability to comply with applicable loan covenants;
 
    
    the financial stability of our lenders and their ability to honor their commitments
related to our credit agreements;
 
    
    regulatory changes that impose additional regulations or licensing requirements in such a
manner as to increase our costs of doing business or restrict access to qualified technology
workers;
 
    
    the risk of increased tax rates;
 
    
    adverse changes in credit and capital markets conditions that may affect our ability to
obtain financing or refinancing on favorable terms or that may warrant changes to existing
credit terms;
 
    
    the financial stability of our customers and other business partners and their ability to
pay their outstanding obligations or provide committed services;
 
    
    changes in levels of unemployment and other economic conditions in the United States, or
in particular regions or industries;
 
    
    the impact of changes in demand for our services or competitive pressures on our ability
to maintain or improve our operating margins, including pricing pressures;
 
    
    the risk in an uncertain economic environment of increased incidences of employment
disputes, employment litigation and workers compensation claims;
 
    
    our success in attracting, training, retaining and motivating billable consultants and key
officers and employees;
 
    
    our ability to shift a larger percentage of our business mix into IT solutions, project
management and business process outsourcing and, if successful, our ability to manage those
types of business profitably;
 
    
    weakness or reductions in corporate information technology spending levels;
 
    
    our ability to maintain existing client relationships and attract new clients in the
context of changing economic or competitive conditions;
 
    
    the entry of new competitors into the U.S. staffing services and consulting markets due to
the limited barriers to entry or the expansion of existing competitors in that market;
 
    
    increases in employment-related costs such as healthcare and unemployment taxes;
 
    
    the possibility of our incurring liability for the activities of our billable consultants
or for events impacting our billable consultants on our clients premises;
 
    
    the risk that we may be subject to claims for indemnification under our customer
contracts;
 
    
    the risk that cost cutting or restructuring activities could cause an adverse impact on
certain of our operations; and
 
    
    adverse changes to managements periodic estimates of future cash flows that may affect
our assessment of our ability to fully recover our goodwill.
   1




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PART I
 
 ITEM 1.
    
    BUSINESS
  Pending Exchange Offer and Merger with Manpower Inc.
       2




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Company Overview
   
    
    COMSYS Services, LLC (COMSYS Services), an IT staffing services provider,
 
    
    COMSYS Information Technology Services, Inc. (COMSYS IT), an IT staffing
services provider,
 
    
    Pure Solutions, Inc. (Pure Solutions), an information technology services
company,
 
    
    Econometrix, LLC (Econometrix), a vendor management systems software
provider,
 
    
    Plum Rhino Consulting LLC (Plum Rhino), a specialty staffing services
provider to the financial services industry,
 
    
    TAPFIN, LLC (TAPFIN), a provider of vendor management services, recruitment
process outsourcing services and human resources consulting, and
 
    
    ASET International Services, LLC (ASET), a globalization, localization and
interactive language services provider.
  
    
    our extensive recruiting channels, providing our clients ready access to
highly-skilled and specialized IT professionals, often within 48 hours of submitting a
request;
 
    
    access to a flexible workforce, allowing our clients to manage their labor
costs more effectively without compromising their IT goals; and
 
    
    our knowledge of the market for IT resources, providing our clients with
qualified candidates at competitive prices.
   3




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Our Services
 Staffing Services
    Managed Solutions
   4




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Business Process Outsourcing
 Vendor Management Services.
  Services Procurement Management.
 Recruitment Process Outsourcing.
 SM SM
 Global Enterprise Content Management.
 Permanent Placement
   5




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Industry Overview
    Our Competitive Strengths
  Proven Track Record with a National Footprint.
 Focus on IT Staffing Services
 Diversified Revenue Base With Long-Term Customer Relationships.
 Extensive Recruiting Channels and Effective Hiring Process.
  6




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Complementary Service Offerings.
 Scalable Infrastructure.
 Sales and Marketing
  
    
    centralized proposals and contract services departments;
 
    
    a strategic accounts group;
 
    
    a candidate sourcing operation for larger, high-volume clients that obtain
contract IT professionals primarily through procurement departments;
 
    
    a centralized outbound call center for scheduling sales appointments with key
contacts at prospective clients;
 
    
    a project solutions sales force;
 
    
    a vendor management sales force; and
 
    
    national recruiting centers for sourcing IT professionals located in the United
States.
      7




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Employees and Consultants
     Competition
   Regulation
   8




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Trademarks
  Seasonality
  Available Information
   9




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EXECUTIVE OFFICERS
  Name
    
    Age
    
    PositionLarry L. Enterline
    
    57
    
    Chief Executive OfficerMichael H. Barker
    
    55
    
    Executive Vice President and Chief Operating OfficerKen R. Bramlett, Jr.
    
    50
    
    Senior Vice President, General Counsel and Corporate SecretaryDavid L. Kerr
    
    57
    
    Senior Vice PresidentCorporate DevelopmentAmy Bobbitt
    
    48
    
    Senior Vice President and Chief Accounting Officer
 Larry L. Enterline.
 Michael H. Barker.
 Ken R. Bramlett, Jr.
 David L. Kerr.
 Amy Bobbitt
  10




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ITEM 1A.
    
    RISK FACTORS
  Risks Related to the Pending Acquisition of COMSYS by Manpower Inc.
 Failure to complete the pending exchange offer and merger with Manpower could materially and
adversely affect our results of operations and our stock price.
    
    
    our investors may not receive $17.65 in cash or $17.65 in fair market value of shares of
Manpower common stock that Manpower has agreed to provide in the Offer and the Merger, and our
stock price would likely decline unless some other party were to offer an equivalent or higher
price for our shares (and we have no expectation that there is any other party willing to
offer an equivalent or higher price);
 
    
    under some circumstances, we may have to pay a termination fee to Manpower of $15.2 million
and/or reimburse Manpower for its out-of-pocket transaction-related expenses up to $2.5
million;
  
    
    the attention of our management and our employees may be diverted from day-to-day
operations as they focus on the Offer and the Merger;
 
    
    our clients may seek to modify or terminate existing agreements, or prospective clients may
delay entering into new agreements or purchasing our services as a result of the announcement
of the Offer and the Merger, which could cause our revenues to materially decline or any
anticipated increases in revenue to be lower than expected;
 
    
    our ability to attract new employees and billable consultants and retain our existing
employees and billable consultants may be harmed by uncertainties associated with the Offer
and the Merger, and we may be required to incur substantial costs to recruit replacements for
lost personnel or consultants; and
 
    
    stockholder lawsuits could be filed against us challenging the Offer and the Merger. If
this occurs, even if the lawsuits are groundless and we ultimately prevail, we may incur
substantial legal fees and expenses defending these lawsuits, and the Offer and the Merger
could be prevented or delayed.
   11




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Risks that May Impact Future Operating Results Pending Completion of the Offer and the Merger or if
the Offer and the Merger are not Consummated
 Any economic downturn, or the perception that such a downturn is possible, may cause our revenues
to decline and may adversely affect our results of operations, cash flows and financial condition.
  Our dependence on large customers and the risks we assume under our contracts with them could have
a material adverse effect on our revenues and results of operations.
   Our profitability will suffer if we are not able to maintain sufficient levels of billable hours
and bill rates and control our costs or if we are unable to pass bill rate decreases to our
consultants.
   
    
    our clients perception of our ability to add value through our services;
 
    
    competition, including pricing policies of our competitors; and
 
    
    general economic conditions.
  
    
    the demand for IT staffing services;
 
    
    the number of billing days in any period;
 
    
    the quality and scope of our services;
 
    
    seasonal trends, primarily as a result of holidays, vacations and inclement
weather;
 
    
    our ability to recruit new consultants to fill open orders;
 
    
    our ability to transition consultants from completed assignments to new
engagements;
 
    
    our ability to forecast demand for our services and thereby maintain an
appropriately balanced and sized workforce; and
 
    
    our ability to manage consultant turnover.
  12




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We compete in a highly competitive market with limited barriers to entry and significant pricing
pressures. There can be no assurance that we will continue to successfully compete.
  We may be unable to attract and retain qualified billable consultants, which could have an adverse
effect on our business, financial condition and results of operations.
  We depend on key personnel, and the loss of the services of one or more of our senior management or
a significant portion of our local management personnel could weaken our management team and our
ability to deliver quality services and could adversely affect our business.
   13




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Our failure to shift more of our business into the IT solutions area could adversely impact our
growth rate and profitability.
  We may suffer losses due to the conduct of our employees or our clients employees during staffing
assignments.
  Additional government regulation and rising health care and unemployment insurance costs and taxes,
including increased state and local taxes, could have a material adverse effect on our business,
operating results and financial condition.
    14




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Due to inherent limitations, there can be no assurance that our system of disclosure and internal
controls and procedures will be successful in preventing all errors and fraud, or in making all
material information known in a timely manner to management.
   Our strategic decision not to pursue a broad-based offshore strategy may adversely impact our
revenue growth and profitability.
  We have substantial intangible assets, have incurred significant impairment charges in the past and
may incur further charges if there are significant adverse changes to our operating results,
outlook or market conditions.
      15




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Adverse results in tax audits could require significant cash expenditures or expose us to
unforeseen liabilities.
  We may be subject to lawsuits and claims, which could have a material adverse effect on our
financial condition and results of operations.
  Concentration of services in metropolitan areas may adversely affect our revenues in the event of
extraordinary events.
  We depend on the proper functioning of our information systems.
  Risks Related to our Indebtedness
 We have substantial debt obligations that could restrict our operations and adversely affect our
business and financial condition.
   
    
    increasing our vulnerability to adverse economic and industry conditions;
 
    
    limiting our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate; and
 
    
    limiting our ability to borrow additional funds.
   16




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We will require a significant amount of cash to service our indebtedness and satisfy our other
liquidity needs. Our ability to generate cash depends on many factors beyond our control.
   Restrictive financing covenants limit the discretion of our management and may inhibit our
operating flexibility.
  
    
    incur additional indebtedness;
 
    
    pay more than $10 million in the aggregate for stock repurchases and dividends;
 
    
    incur liens;
 
    
    make certain capital expenditures;
 
    
    make certain investments or acquisitions;
 
    
    repay debt; and
 
    
    dispose of property.
  If we default on our obligations to pay our indebtedness, or fail to comply with the covenants and
restrictions contained in the agreements governing our indebtedness, our financial condition may be
adversely affected by the consequences of any such default.
     17




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Other Risks Related to Investment in Our Common Stock
 Shares of our common stock have been thinly traded in the past and the prices at which our common
stock will trade in the future could fluctuate significantly.
  Ownership of our common stock is concentrated among a small number of major stockholders that have
the ability to exercise significant control over us, and whose interests may differ from the
interests of other stockholders.
   Concentrated ownership of large blocks of our common stock may affect the value of shares held by
others and our ability to access public equity markets.
   
    
    restrict growth, both internally and through acquisitions;
 
    
    inhibit our ability to invest in technology and other products and services that we
may need; and
 
    
    adversely affect our ability to compete in our markets.
 Future sales of shares may adversely affect the market price of our shares.
   18




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The market price and marketability of our shares may from time to time be significantly affected by
numerous factors beyond our control, which may adversely affect our ability to raise capital
through future equity financings or our ability to use equity in acquisitions.
  
    
    general price and volume fluctuations in the stock markets;
 
    
    changes in our earnings or variations in operating results;
 
    
    any shortfall in revenue or net income or any increase in losses from levels
expected by securities analysts;
 
    
    changes in regulatory policies or tax laws;
 
    
    operating performance of companies comparable to us;
 
    
    general economic trends and other external factors; and
 
    
    loss of a major funding source.
 We do not intend to pay cash dividends on our common stock in the foreseeable future, and therefore
only appreciation of the price of our common stock will provide a return to our stockholders.
  Our certificate of incorporation contains certain provisions that could discourage an acquisition
or change of control of COMSYS.
   19




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ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
  
 ITEM 3.
    
    LEGAL PROCEEDINGS
   
 ITEM 4.
    
    RESERVED
   20




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Price Range of Common Stock
  High
    
    
    Low2008First Quarter
    
    $
    14.80
    
    
    $
    7.37Second Quarter
    
    
    12.92
    
    
    
    7.82Third Quarter
    
    
    12.98
    
    
    
    8.12Fourth Quarter
    
    
    10.74
    
    
    
    1.562009First Quarter
    
    $
    3.28
    
    
    $
    1.80Second Quarter
    
    
    6.84
    
    
    
    1.82Third Quarter
    
    
    8.56
    
    
    
    5.36Fourth Quarter
    
    
    9.55
    
    
    
    5.73
  Dividend Policy
  Purchases of Restricted Stock and Common Shares
  Total number of
    
    
    Maximum dollarshares purchased
    
    
    value of shares thatTotal number
    
    
    
    
    
    
    as part of
    
    
    may yet beof shares
    
    
    Average price
    
    
    publicly
    
    
    purchased under thePeriod
    
    purchased (1)
    
    
    paid per share
    
    
    announced plan
    
    
    plan (2)September 28, 2009  October 25, 2009
    
    
    
    
    
    $
    
    
    
    
    October 26, 2009  November 22, 2009
    
    
    868
    
    
    $
    7.04
    
    
    
    November 23, 2009  January 3, 2010
    
    
    
    
    
    $
    
    
    
    
    868
    
    
    $
    7.04
    
    
    
    
    
    
    $
    5,000,000
 (1)
    
    We intend to continue to satisfy minimum tax withholding obligations in connection with
the vesting of outstanding restricted stock through the withholding of shares.(2)
    
    On April 30, 2009, we announced that our Board of Directors authorized the repurchase
of up to $5.0 million of our common stock from time to time on the open market or in
privately negotiated transactions. The timing and amount of any shares repurchased will be
determined by our management based on their evaluation of market conditions and other
factors. No repurchases were made during 2009. The repurchase program may be suspended or
discontinued at any time until its termination on April 27, 2010.  21




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ITEM 6.
    
    SELECTED FINANCIAL DATA
   Consolidated Statements of Operations Data:
    
    January 3,
    
    
    December 28,
    
    
    December 30,
    
    
    December 31,
    
    
    January 1,(In thousands, except per share data)
    
    2010
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2006Revenues from services
    
    $
    649,307
    
    
    $
    727,108
    
    
    $
    743,265
    
    
    $
    736,645
    
    
    $
    661,657Cost of services
    
    
    490,864
    
    
    
    550,189
    
    
    
    558,074
    
    
    
    557,598
    
    
    
    505,233Gross profit
    
    
    158,443
    
    
    
    176,919
    
    
    
    185,191
    
    
    
    179,047
    
    
    
    156,424Operating costs and expenses:Selling, general and administrative
    
    
    132,139
    
    
    
    136,648
    
    
    
    135,423
    
    
    
    135,651
    
    
    
    120,357Restructuring costs
    
    
    3,895
    
    
    
    637
    
    
    
    
    
    
    
    
    
    
    
    4,780Depreciation and amortization
    
    
    8,086
    
    
    
    8,115
    
    
    
    6,426
    
    
    
    8,717
    
    
    
    9,067Goodwill impairment
    
    
    
    
    
    
    86,800
    
    
    
    
    
    
    
    
    
    
    
    144,120
    
    
    
    232,200
    
    
    
    141,849
    
    
    
    144,368
    
    
    
    134,204Operating income (loss)
    
    
    14,323
    
    
    
    (55,281
    )
    
    
    43,342
    
    
    
    34,679
    
    
    
    22,220Interest expense and other expenses, net
    
    
    4,036
    
    
    
    5,253
    
    
    
    7,714
    
    
    
    15,208
    
    
    
    17,061Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,191
    
    
    
    2,227Income tax expense (benefit)
    
    
    881
    
    
    
    4,654
    
    
    
    2,279
    
    
    
    (4,767
    )
    
    
    783Net income (loss)
    
    $
    9,406
    
    
    $
    (65,188
    )
    
    $
    33,349
    
    
    $
    21,047
    
    
    $
    2,149Basic net income (loss) per common share
    
    $
    0.45
    
    
    $
    (3.19
    )
    
    $
    1.67
    
    
    $
    1.10
    
    
    $
    0.14Diluted net income (loss) per common share
    
    $
    0.45
    
    
    $
    (3.19
    )
    
    $
    1.66
    
    
    $
    1.10
    
    
    $
    0.14Weighted average basic and diluted shares outstanding:Basic
    
    
    19,801
    
    
    
    19,599
    
    
    
    19,255
    
    
    
    18,449
    
    
    
    15,492Diluted
    
    
    19,801
    
    
    
    19,599
    
    
    
    20,100
    
    
    
    19,137
    
    
    
    15,809As ofConsolidated Balance Sheets Data:
    
    January 3,
    
    
    December 28,
    
    
    December 30,
    
    
    December 31,
    
    
    January 1,(In thousands)
    
    2010
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2006Total assets
    
    $
    318,450
    
    
    $
    351,180
    
    
    $
    402,469
    
    
    $
    375,034
    
    
    $
    366,921Other debt, including current maturities
    
    
    38,101
    
    
    
    69,692
    
    
    
    71,903
    
    
    
    98,542
    
    
    
    142,273Stockholders equity
    
    
    96,369
    
    
    
    83,485
    
    
    
    144,632
    
    
    
    94,770
    
    
    
    71,096
  22




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Pending Exchange Offer and Merger with Manpower Inc.
       23




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Our Business
  
    
    COMSYS Services, LLC (COMSYS Services), an IT staffing services provider,
 
    
    COMSYS Information Technology Services, Inc. (COMSYS IT), an IT staffing
services provider,
 
    
    Pure Solutions, Inc. (Pure Solutions), an information technology services
company,
 
    
    Econometrix, LLC (Econometrix), a vendor management systems software
provider,
 
    
    Plum Rhino Consulting LLC (Plum Rhino), a specialty staffing services
provider to the financial services industry,
 
    
    TAPFIN, LLC (TAPFIN), a provider of vendor management services, recruitment
process outsourcing services and human resources consulting, and
 
    
    ASET International Services, LLC (ASET), a globalization, localization and
interactive language services provider.
  
    
    rate of technological change;
 
    
    rate of growth in corporate IT and professional services budgets;
 
    
    penetration of IT and professional services staffing in the general workforce;
 
    
    outsourcing of the IT and professional services workforce; and
 
    
    consolidation of supplier bases.
    24




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st
 Overview of 2009 Results
      25




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Future Outlook
  When these documents become available,
COMSYS stockholders are urged to read them carefully before making any decisions, as they will
contain important information about the transaction.
  Results of Operations
  Percent of Revenues from Services
    
    
    Percent ChangeJanuary 3,
    
    
    December 28,
    
    
    December 30,
    
    
    January 3,
    
    
    December 28,
    
    
    December 30,
    
    
    2009 vs.
    
    
    2008 vs.2010
    
    
    2008
    
    
    2007
    
    
    2010
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues from services
    
    $
    649,307
    
    
    $
    727,108
    
    
    $
    743,265
    
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    -10.7
    %
    
    
    -2.2
    %Cost of services
    
    
    490,864
    
    
    
    550,189
    
    
    
    558,074
    
    
    
    75.6
    %
    
    
    75.7
    %
    
    
    75.1
    %
    
    
    -10.8
    %
    
    
    -1.4
    %Gross profit
    
    
    158,443
    
    
    
    176,919
    
    
    
    185,191
    
    
    
    24.4
    %
    
    
    24.3
    %
    
    
    24.9
    %
    
    
    -10.4
    %
    
    
    -4.5
    %Operating costs and expenses:Selling, general and administrative
    
    
    132,139
    
    
    
    136,648
    
    
    
    135,423
    
    
    
    20.4
    %
    
    
    18.8
    %
    
    
    18.2
    %
    
    
    -3.3
    %
    
    
    0.9
    %Restructuring costs
    
    
    3,895
    
    
    
    637
    
    
    
    
    
    
    
    0.6
    %
    
    
    0.1
    %
    
    
    0.0
    %
    
    
    N/A
    
    
    
    N/ADepreciation and amortization
    
    
    8,086
    
    
    
    8,115
    
    
    
    6,426
    
    
    
    1.2
    %
    
    
    1.1
    %
    
    
    0.9
    %
    
    
    -0.4
    %
    
    
    26.3
    %Goodwill impairment
    
    
    
    
    
    
    86,800
    
    
    
    
    
    
    
    0.0
    %
    
    
    11.9
    %
    
    
    0.0
    %
    
    
    N/A
    
    
    
    N/A144,120
    
    
    
    232,200
    
    
    
    141,849
    
    
    
    22.2
    %
    
    
    31.9
    %
    
    
    19.1
    %
    
    
    -37.9
    %
    
    
    63.7
    %Operating income (loss)
    
    
    14,323
    
    
    
    (55,281
    )
    
    
    43,342
    
    
    
    2.2
    %
    
    
    -7.6
    %
    
    
    5.8
    %
    
    
    -125.9
    %
    
    
    -227.5
    %Interest expense, net
    
    
    4,185
    
    
    
    5,457
    
    
    
    8,250
    
    
    
    0.6
    %
    
    
    0.7
    %
    
    
    1.1
    %
    
    
    -23.3
    %
    
    
    -33.9
    %Other income, net
    
    
    (149
    )
    
    
    (204
    )
    
    
    (536
    )
    
    
    0.0
    %
    
    
    0.1
    %
    
    
    -0.1
    %
    
    
    -27.0
    %
    
    
    -61.9
    %Income (loss) before income taxes
    
    
    10,287
    
    
    
    (60,534
    )
    
    
    35,628
    
    
    
    1.5
    %
    
    
    -8.3
    %
    
    
    4.8
    %
    
    
    -117.0
    %
    
    
    -269.9
    %Income tax expense (benefit)
    
    
    881
    
    
    
    4,654
    
    
    
    2,279
    
    
    
    0.1
    %
    
    
    0.6
    %
    
    
    0.2
    %
    
    
    -81.1
    %
    
    
    104.2
    %Net income (loss)
    
    $
    9,406
    
    
    $
    (65,188
    )
    
    $
    33,349
    
    
    
    1.4
    %
    
    
    -9.0
    %
    
    
    4.5
    %
    
    
    -114.4
    %
    
    
    -295.5
    %Billable headcount at end of period
    
    
    4,596
    
    
    
    4,516
    
    
    
    4,986
 Year Ended January 3, 2010, Compared to Year Ended December 28, 2008
  Revenues.
  26




---



##### Table of Contents



Percent of Revenues from Services
    
    
    Percent ChangeJanuary 3,
    
    
    December 28,
    
    
    January 3,
    
    
    December 28,
    
    
    2009 vs.2010
    
    
    2008
    
    
    2010
    
    
    2008
    
    
    2008Staffing revenue
    
    $
    616,259
    
    
    $
    686,530
    
    
    
    94.9
    %
    
    
    94.4
    %
    
    
    -10.2
    %Vendor management fees
    
    
    21,489
    
    
    
    23,723
    
    
    
    3.3
    %
    
    
    3.3
    %
    
    
    -9.4
    %Reimbursable expense revenue
    
    
    12,136
    
    
    
    17,133
    
    
    
    1.9
    %
    
    
    2.4
    %
    
    
    -29.2
    %Pass-through fees
    
    
    7,345
    
    
    
    5,493
    
    
    
    1.1
    %
    
    
    0.8
    %
    
    
    33.7
    %Permanent placement fees
    
    
    2,641
    
    
    
    6,087
    
    
    
    0.4
    %
    
    
    0.8
    %
    
    
    -56.6
    %Other non-staffing revenue
    
    
    1,183
    
    
    
    1,176
    
    
    
    0.2
    %
    
    
    0.2
    %
    
    
    0.6
    %Gross revenue
    
    
    661,053
    
    
    
    740,142
    
    
    
    101.8
    %
    
    
    101.8
    %
    
    
    -10.7
    %Less: Discounts and rebates
    
    
    (11,746
    )
    
    
    (13,034
    )
    
    
    -1.8
    %
    
    
    -1.8
    %
    
    
    -9.9
    %Revenues from services
    
    $
    649,307
    
    
    $
    727,108
    
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    -10.7
    %
 Cost of Services .
 Percent of Revenues from Services
    
    
    Percent ChangeJanuary 3,
    
    
    December 28,
    
    
    January 3,
    
    
    December 28,
    
    
    2009 vs.2010
    
    
    2008
    
    
    2010
    
    
    2008
    
    
    2008Labor costs
    
    $
    235,523
    
    
    $
    255,971
    
    
    
    36.3
    %
    
    
    35.2
    %
    
    
    -8.0
    %Subcontractor costs
    
    
    210,013
    
    
    
    247,799
    
    
    
    32.3
    %
    
    
    34.1
    %
    
    
    -15.2
    %Payroll burden costs
    
    
    26,313
    
    
    
    23,398
    
    
    
    4.1
    %
    
    
    3.2
    %
    
    
    12.5
    %Reimbursable expenses
    
    
    12,113
    
    
    
    17,333
    
    
    
    1.9
    %
    
    
    2.4
    %
    
    
    -30.1
    %Other costs of services
    
    
    6,902
    
    
    
    5,688
    
    
    
    1.1
    %
    
    
    0.8
    %
    
    
    21.3
    %Cost of services
    
    $
    490,864
    
    
    $
    550,189
    
    
    
    75.6
    %
    
    
    75.7
    %
    
    
    -10.8
    %
 Selling, General and Administrative .
 Percent of Revenues from Services
    
    
    Percent ChangeJanuary 3,
    
    
    December 28,
    
    
    January 3,
    
    
    December 28,
    
    
    2009 vs.2010
    
    
    2008
    
    
    2010
    
    
    2008
    
    
    2008Compensation
    
    $
    83,143
    
    
    $
    83,606
    
    
    
    12.8
    %
    
    
    11.5
    %
    
    
    -0.6
    %Stock-based compensation
    
    
    3,514
    
    
    
    4,438
    
    
    
    0.5
    %
    
    
    0.6
    %
    
    
    -20.8
    %Payroll burden costs
    
    
    13,788
    
    
    
    15,057
    
    
    
    2.1
    %
    
    
    2.1
    %
    
    
    -8.4
    %Premises expense
    
    
    8,752
    
    
    
    9,283
    
    
    
    1.3
    %
    
    
    1.3
    %
    
    
    -5.7
    %Other selling, general and administrative
    
    
    22,942
    
    
    
    24,264
    
    
    
    3.5
    %
    
    
    3.3
    %
    
    
    -5.4
    %Selling, general and administrative
    
    $
    132,139
    
    
    $
    136,648
    
    
    
    20.4
    %
    
    
    18.8
    %
    
    
    -3.3
    %
 Restructuring Costs .
 Depreciation and Amortization .
  27




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##### Table of Contents



Interest Expense, Net.
 Provision for Income Taxes .
   Year Ended December 28, 2008, Compared to Year Ended December 30, 2007
  Revenues.
 Cost of Services .
 Selling, General and Administrative .
 Restructuring Costs .
  28




---



##### Table of Contents



Depreciation and Amortization .
 Goodwill Impairment .
 Interest Expense, Net.
 Provision for Income Taxes .
  Liquidity and Capital Resources
 Overview
 Credit Agreement
 Credit
Agreement
    29




---



##### Table of Contents



Working Capital
    Credit Agreement
    
    
    a $5.0 million minimum availability reserve, and
 
    
    a $0.9 million reserve for outstanding letters of credit.
  2009First quarter
    
    $
    57,871Second quarter
    
    
    59,777Third quarter
    
    
    55,793Fourth quarter
    
    
    51,840
  30




---



##### Table of Contents



Debt Compliance
  
    
    incur additional indebtedness;
 
    
    pay more than $10 million in the aggregate for stock repurchases and dividends;
 
    
    incur liens;
 
    
    make certain capital expenditures;
 
    
    make certain investments or acquisitions;
 
    
    repay debt; and
 
    
    dispose of property.
   Cash Flows
  Year endedJanuary 3,
    
    
    December 28,
    
    
    December 30,2010
    
    
    2008
    
    
    2007Net cash provided by operating activities
    
    $
    17,032
    
    
    $
    37,351
    
    
    $
    58,810Net cash used in investing activities
    
    
    (5,189
    )
    
    
    (13,675
    )
    
    
    (34,022
    )Net cash used in financing activities
    
    
    (33,916
    )
    
    
    (2,128
    )
    
    
    (24,881
    )Effect of exchange rates on cash
    
    
    67
    
    
    
    (447
    )
    
    
    82Net increase (decrease) in cash and cash equivalents
    
    $
    (22,006
    )
    
    $
    21,101
    
    
    $
    (11
    )
   31




---



##### Table of Contents



Seasonality
  Off-Balance Sheet Risk Disclosure
   32




---



##### Table of Contents



Contractual and Commercial Commitments
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    
    One Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsLong-term debt (1)
    
    $
    38,101
    
    
    $
    
    
    
    $
    38,101
    
    
    $
    
    
    
    $
    Notes payable (2)
    
    
    1,000
    
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    Operating leases (5)
    
    
    25,314
    
    
    
    6,647
    
    
    
    8,779
    
    
    
    5,300
    
    
    
    4,588Purchase obligations (3)
    
    
    1,783
    
    
    
    1,601
    
    
    
    182
    
    
    
    
    
    
    
    Deferred compensation
    
    
    1,088
    
    
    
    150
    
    
    
    300
    
    
    
    300
    
    
    
    338Total contractual cash obligations
    
    $
    67,286
    
    
    $
    9,398
    
    
    $
    47,362
    
    
    $
    5,600
    
    
    $
    4,926
 Commitment Expiration per PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanOther Commercial Commitments
    
    Total
    
    
    One Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsLetters of Credit (4)
    
    $
    871
    
    
    $
    871
    
    
    $
    
    
    
    $
    
    
    
    $
    
 (1)
    
    Long-term debt obligations included in the above table consist solely of principal repayments
related to our senior credit agreement. We are also obligated to make interest payments at
the applicable interest rates as discussed in Note 4 in the Notes to Consolidated Financial
Statements included elsewhere in this report.(2)
    
    Notes payable included in the above table consist solely of principal repayments related to
our acquisition of ASET. We are also obligated to make interest payments at the applicable
interest rates on these notes.(3)
    
    Purchase obligations included in the above table consist of purchase commitments primarily
related to telecom service agreements and online advertising.(4)
    
    Letters of credit secure certain office leases and insurance programs.(5)
    
    Amounts are presented net of sub-lease income. Critical Accounting Policies and Estimates
    33




---



##### Table of Contents



Revenue Recognition
  
    
    Persuasive evidence of an arrangement exists;
 
    
    Ownership has transferred to the customer;
 
    
    The price to the customer is fixed or determinable; and
 
    
    Collectibility is reasonably assured.
      Goodwill and Other Intangible Assets
 Goodwill.
   Other intangible assets.
  34




---



##### Table of Contents



Collectibility of Accounts Receivable
  Stock-Based Compensation
  Restricted stock.
 Stock options.
  Income Tax Assets and Liabilities
  Recent Accounting Pronouncements
   35




---



##### Table of Contents



Recent Accounting Pronouncements
  
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   Interest Rate Risks
  Foreign Currency Risks
  Equity Market Risks
   36




---



##### Table of Contents



ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 PageReport of Independent Registered Public Accounting Firm
    
    
    38Consolidated Balance Sheets
    
    
    39Consolidated Statements of Operations
    
    
    40Consolidated Statements of Comprehensive Income (Loss)
    
    
    41Consolidated Statements of Stockholders Equity
    
    
    42Consolidated Statements of Cash Flows
    
    
    43Notes to Consolidated Financial Statements
    
    
    44
  37




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
  38




---



##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
 
 Consolidated Balance Sheets
 January 3,
    
    
    December 28,(In thousands, except share and par value amounts)
    
    2010
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    689
    
    
    $
    22,695Accounts receivable, net of allowance of $3,321 and $3,232, respectively
    
    
    197,537
    
    
    
    202,297Prepaid expenses and other
    
    
    2,716
    
    
    
    3,116Restricted cash
    
    
    2,486
    
    
    
    2,489Total current assets
    
    
    203,428
    
    
    
    230,597Fixed assets, net
    
    
    12,966
    
    
    
    16,596Goodwill
    
    
    89,256
    
    
    
    89,064Other intangible assets, net
    
    
    8,926
    
    
    
    11,962Deferred financing costs, net
    
    
    2,463
    
    
    
    1,175Restricted cash
    
    
    308
    
    
    
    308Other assets
    
    
    1,103
    
    
    
    1,478Total assets
    
    $
    318,450
    
    
    $
    351,180Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    137,357
    
    
    $
    156,528Payroll and related taxes
    
    
    32,679
    
    
    
    25,975Interest payable
    
    
    237
    
    
    
    337Other current liabilities
    
    
    9,002
    
    
    
    9,728Total current liabilities
    
    
    179,275
    
    
    
    192,568Long-term debt
    
    
    38,101
    
    
    
    69,692Other liabilities
    
    
    4,705
    
    
    
    5,435Total liabilities
    
    
    222,081
    
    
    
    267,695Commitments and contingenciesStockholders equity:Preferred stock, no par value; 5,000,000 shares authorized; none issued
    
    
    
    
    
    
    Common stock, par value $.01; 95,000,000 shares authorized; 21,061,592 and
20,465,028 shares issued and outstanding in 2009 and 2008, respectively
    
    
    210
    
    
    
    203Common stock warrants
    
    
    1,734
    
    
    
    1,734Accumulated other comprehensive loss
    
    
    (79
    )
    
    
    (90
    )Additional paid-in capital
    
    
    230,820
    
    
    
    227,360Accumulated deficit
    
    
    (136,316
    )
    
    
    (145,722
    )Total stockholders equity
    
    
    96,369
    
    
    
    83,485Total liabilities and stockholders equity
    
    $
    318,450
    
    
    $
    351,180
 See notes to consolidated financial statements
  39




---



##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
 
 Consolidated Statements of Operations
 Year endedJanuary 3,
    
    
    December 28,
    
    
    December 30,(In thousands, except per share amounts)
    
    2010
    
    
    2008
    
    
    2007Revenues from services
    
    $
    649,307
    
    
    $
    727,108
    
    
    $
    743,265Cost of services
    
    
    490,864
    
    
    
    550,189
    
    
    
    558,074Gross profit
    
    
    158,443
    
    
    
    176,919
    
    
    
    185,191Operating costs and expenses:Selling, general and administrative
    
    
    132,139
    
    
    
    136,648
    
    
    
    135,423Restructuring costs
    
    
    3,895
    
    
    
    637
    
    
    
    Depreciation and amortization
    
    
    8,086
    
    
    
    8,115
    
    
    
    6,426Goodwill impairment
    
    
    
    
    
    
    86,800
    
    
    
    144,120
    
    
    
    232,200
    
    
    
    141,849Operating income (loss)
    
    
    14,323
    
    
    
    (55,281
    )
    
    
    43,342Interest expense, net
    
    
    4,185
    
    
    
    5,457
    
    
    
    8,250Other income, net
    
    
    (149
    )
    
    
    (204
    )
    
    
    (536
    )Income (loss) before income taxes
    
    
    10,287
    
    
    
    (60,534
    )
    
    
    35,628Income tax expense
    
    
    881
    
    
    
    4,654
    
    
    
    2,279Net income (loss)
    
    $
    9,406
    
    
    $
    (65,188
    )
    
    $
    33,349Basic net income (loss) per common share
    
    $
    0.45
    
    
    $
    (3.19
    )
    
    $
    1.67Diluted net income (loss) per common share
    
    $
    0.45
    
    
    $
    (3.19
    )
    
    $
    1.66Weighted average basic and diluted shares outstanding:Basic
    
    
    19,801
    
    
    
    19,599
    
    
    
    19,255Diluted
    
    
    19,801
    
    
    
    19,599
    
    
    
    20,100
 See notes to consolidated financial statements
  40




---



##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
 
 Consolidated Statements of Comprehensive Income (Loss)
 Year EndedJanuary 3,
    
    
    December 28,
    
    
    December 30,(In thousands)
    
    2010
    
    
    2008
    
    
    2007Net income (loss)
    
    $
    9,406
    
    
    $
    (65,188
    )
    
    $
    33,349Foreign currency translation adjustments
    
    
    11
    
    
    
    (147
    )
    
    
    69Total comprehensive income (loss)
    
    $
    9,417
    
    
    $
    (65,335
    )
    
    $
    33,418
 See notes to consolidated financial statements
  41




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##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
 
 Consolidated
Statements of Stockholders Equity
 AccumulatedCommon
    
    
    Other
    
    
    Additional
    
    
    
    
    
    
    TotalCommon
    
    
    Stock
    
    
    Comprehensive
    
    
    Paid-in
    
    
    Accumulated
    
    
    Stockholders(In thousands, except share data)
    
    Stock
    
    
    Warrants
    
    
    Income (Loss)
    
    
    Capital
    
    
    Deficit
    
    
    EquityBalance as of December 31, 2006
    
    $
    191
    
    
    $
    1,734
    
    
    $
    (12
    )
    
    $
    206,740
    
    
    $
    (113,883
    )
    
    $
    94,770Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,349
    
    
    
    33,349Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    69
    
    
    
    
    
    
    
    
    
    
    
    69Issuance of 501,413 shares of common stock for acquisitions
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    10,560
    
    
    
    
    
    
    
    10,565Issuance of 244,000 shares of restricted common stock
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    Forfeiture of 28,807 vested shares of restricted common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (428
    )
    
    
    
    
    
    
    (428
    )Options exercised for 185,683 shares of common stock
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    1,777
    
    
    
    
    
    
    
    1,779Stock issuance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19
    )
    
    
    
    
    
    
    (19
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,547
    
    
    
    
    
    
    
    4,547Balance as of December 30, 2007
    
    $
    201
    
    
    $
    1,734
    
    
    $
    57
    
    
    $
    223,174
    
    
    $
    (80,534
    )
    
    $
    144,632Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (65,188
    )
    
    
    (65,188
    )Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    (147
    )
    
    
    
    
    
    
    
    
    
    
    (147
    )Issuance of 342,878 shares of restricted common stock
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    Forfeiture of 25,132 vested shares of restricted common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (332
    )
    
    
    
    
    
    
    (332
    )Options exercised for 8,200 shares of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    83
    
    
    
    
    
    
    
    83Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,437
    
    
    
    
    
    
    
    4,437Balance as of December 28, 2008
    
    $
    203
    
    
    $
    1,734
    
    
    $
    (90
    )
    
    $
    227,360
    
    
    $
    (145,722
    )
    
    $
    83,485Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,406
    
    
    
    9,406Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    11Issuance of 709,000 shares of restricted common stock
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    Forfeiture of 11,004 vested shares of restricted common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (47
    )
    
    
    
    
    
    
    (47
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,514
    
    
    
    
    
    
    
    3,514Balance as of January 3, 2010
    
    $
    210
    
    
    $
    1,734
    
    
    $
    (79
    )
    
    $
    230,820
    
    
    $
    (136,316
    )
    
    $
    96,369
 See notes to consolidated financial statements
  42




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COMSYS IT Partners, Inc. and Subsidiaries
 
 Consolidated Statements of Cash Flows
 Year endedJanuary 3,
    
    
    December 28,
    
    
    December 30,(In thousands)
    
    2010
    
    
    2008
    
    
    2007Cash flows from operating activitiesNet income (loss)
    
    $
    9,406
    
    
    $
    (65,188
    )
    
    $
    33,349Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    8,086
    
    
    
    8,115
    
    
    
    6,426Goodwill impairment
    
    
    
    
    
    
    86,800
    
    
    
    Restructuring costs
    
    
    1,703
    
    
    
    472
    
    
    
    Provision for doubtful accounts
    
    
    1,013
    
    
    
    725
    
    
    
    1,158Stock-based compensation
    
    
    3,514
    
    
    
    4,437
    
    
    
    4,547Amortization of deferred financing costs
    
    
    1,036
    
    
    
    869
    
    
    
    876Other noncash expense, net
    
    
    881
    
    
    
    4,654
    
    
    
    2,279Loss on asset disposal
    
    
    378
    
    
    
    
    
    
    
    8Changes in operating assets and liabilities, net of effects of acquisitions:Accounts receivable
    
    
    3,835
    
    
    
    (11,523
    )
    
    
    4,260Prepaid expenses and other
    
    
    412
    
    
    
    556
    
    
    
    395Accounts payable
    
    
    (16,635
    )
    
    
    7,084
    
    
    
    13,742Payroll and related taxes
    
    
    6,654
    
    
    
    (442
    )
    
    
    (4,062
    )Other liabilities and other assets
    
    
    (3,251
    )
    
    
    792
    
    
    
    (4,168
    )Net cash provided by operating activities
    
    
    17,032
    
    
    
    37,351
    
    
    
    58,810Cash flows from investing activitiesCapital expenditures
    
    
    (1,494
    )
    
    
    (5,791
    )
    
    
    (3,088
    )Cash paid for acquisitions, net of cash acquired
    
    
    (3,695
    )
    
    
    (7,884
    )
    
    
    (30,934
    )Net cash used in investing activities
    
    
    (5,189
    )
    
    
    (13,675
    )
    
    
    (34,022
    )Cash flows from financing activitiesBorrowings (payments) under revolving credit facility, net
    
    
    (31,591
    )
    
    
    2,789
    
    
    
    (21,639
    )Repayments of long-term debt
    
    
    
    
    
    
    (5,000
    )
    
    
    (5,000
    )Exercise of stock options and warrants
    
    
    
    
    
    
    83
    
    
    
    1,777Stock issuance costs
    
    
    
    
    
    
    
    
    
    
    (19
    )Cash paid for financing costs
    
    
    (2,325
    )
    
    
    
    
    
    
    Net cash used in financing activities
    
    
    (33,916
    )
    
    
    (2,128
    )
    
    
    (24,881
    )Effect of exchange rates on cash
    
    
    67
    
    
    
    (447
    )
    
    
    82Net increase (decrease) in cash and cash equivalents
    
    
    (22,006
    )
    
    
    21,101
    
    
    
    (11
    )Cash and cash equivalents, beginning of period
    
    
    22,695
    
    
    
    1,594
    
    
    
    1,605Cash and cash equivalents, end of period
    
    $
    689
    
    
    $
    22,695
    
    
    $
    1,594Supplemental disclosure of cash flow informationInterest paid
    
    $
    2,988
    
    
    $
    4,531
    
    
    $
    7,503Income tax payments
    
    $
    1,607
    
    
    $
    728
    
    
    $
    757Supplemental disclosure of non-cash investing activitiesStock issued for acquisitions
    
    $
    
    
    
    $
    
    
    
    $
    10,560
 See notes to consolidated financial statements
  43




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##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
 
 Notes to the Consolidated Financial Statements
 1. Description of Business
     Pending Exchange Offer and Merger with Manpower Inc.
     44




---



##### Table of Contents



Accounting Standards Codification
  2. Significant Accounting Policies
 Principles of Consolidation
  Cash and Cash Equivalents
   45




---



##### Table of Contents



Fixed Assets
   Leases
  Allowance for Doubtful Accounts
  Goodwill and Other Intangible Assets
   Long-Lived Assets
   46




---



##### Table of Contents



Fair Value of Financial Instruments
  Level 1
    
    Unadjusted quoted prices in active markets that are accessible at
the measurement date for identical, unrestricted assets or
liabilities.Level 2
    
    Quoted prices in markets that are not active; or other inputs that
are observable, either directly or indirectly, for substantially
the full term of the asset or liability.Level 3
    
    Prices or valuation techniques that require inputs that are both
significant to the fair value measurement and unobservable.
  Revenue Recognition
  
    
    Persuasive evidence of an arrangement exists;
 
    
    Ownership has transferred to the customer;
 
    
    The price to the customer is fixed or determinable; and
 
    
    Collectibility is reasonably assured.
       47




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##### Table of Contents



Accrued Bonuses
  Commissions
  Stock-Based Compensation
  Self-Insurance
  Income Taxes
 Recent Accounting Pronouncements
   48




---



##### Table of Contents



Presentation of Governmental Taxes Other Than Income Taxes
  Net Income (Loss) Per Share
     Year endedJanuary 3,
    
    
    December 28,
    
    
    December 30,2010
    
    
    2008
    
    
    2007Net income (loss) attributable to common stockholders  basic
    
    $
    8,867
    
    
    $
    (62,468
    )
    
    $
    32,161Net income (loss) attributable to unvested restricted stock holders
    
    
    429
    
    
    
    (1,938
    )
    
    
    782Net income (loss) attributable to warrant holders
    
    
    110
    
    
    
    (782
    )
    
    
    406Total net income (loss)
    
    $
    9,406
    
    
    $
    (65,188
    )
    
    $
    33,349Weighted average common shares outstanding  basic
    
    
    19,801
    
    
    
    19,599
    
    
    
    19,255Add: dilutive restricted stock, stock options and warrants
    
    
    
    
    
    
    
    
    
    
    845Diluted weighted average common shares outstanding
    
    
    19,801
    
    
    
    19,599
    
    
    
    20,100Basic net income (loss) per common share
    
    $
    0.45
    
    
    $
    (3.19
    )
    
    $
    1.67Diluted net income (loss) per common share
    
    $
    0.45
    
    
    $
    (3.19
    )
    
    $
    1.66
   49




---



##### Table of Contents



Use of Estimates
  Recent Accounting Pronouncements
       50




---



##### Table of Contents



3. Selected Balance Sheet Accounts
 Accounts Receivable
  January 3,
    
    
    December 28,2010
    
    
    2008Trade receivables
    
    $
    199,791
    
    
    $
    204,532Other receivables
    
    
    1,067
    
    
    
    997200,858
    
    
    
    205,529Less allowance for doubtful accounts
    
    
    (3,321
    )
    
    
    (3,232
    )Accounts receivable, net
    
    $
    197,537
    
    
    $
    202,297
  Fixed Assets
  January 3,
    
    
    December 28,2010
    
    
    2008Computer hardware and software
    
    $
    37,842
    
    
    $
    58,371Furniture and equipment
    
    
    6,527
    
    
    
    10,159Leasehold improvements
    
    
    4,179
    
    
    
    4,43748,548
    
    
    
    72,967Less accumulated depreciation and amortization
    
    
    (35,582
    )
    
    
    (56,371
    )Fixed assets, net
    
    $
    12,966
    
    
    $
    16,596
  Goodwill
    51




---



##### Table of Contents



Balance as of December 31, 2006
    
    $
    154,984Adjustments to previously reported purchase price
    
    
    (3,497
    )Adjustments related to acquisitions, net
    
    
    22,673Balance as of December 30, 2007
    
    
    174,160Adjustments to previously reported purchase price
    
    
    (3,488
    )Adjustments related to acquisitions, net
    
    
    5,192Goodwill impairment
    
    
    (86,800
    )Balance as of December 28, 2008
    
    
    89,064Adjustments to previously reported purchase price
    
    
    155Adjustments related to acquisitions, net
    
    
    37Balance as of January 3, 2010
    
    $
    89,256
  Other Intangible Assets
  January 3,
    
    
    December 28,
    
    
    Estimated2010
    
    
    2008
    
    
    Useful Life(in years)Gross carrying amount:Customer listVenturi
    
    $
    6,407
    
    
    $
    6,407
    
    
    
    5Customer listPure Solutions
    
    
    6,571
    
    
    
    6,571
    
    
    
    8Customer listPlum Rhino
    
    
    3,207
    
    
    
    3,207
    
    
    
    8Customer listTWC
    
    
    2,774
    
    
    
    2,774
    
    
    
    5Assembled methodologyTWC
    
    
    200
    
    
    
    200
    
    
    
    8Customer listASET
    
    
    2,082
    
    
    
    2,082
    
    
    
    5Customer listSymmetry
    
    
    200
    
    
    
    217
    
    
    
    5Customer listAddilex
    
    
    100
    
    
    
    
    
    
    
    1Customer listKVG
    
    
    150
    
    
    
    
    
    
    
    1Customer listblueRADIAN
    
    
    68
    
    
    
    
    
    
    
    121,759
    
    
    
    21,458Accumulated Amortization:Customer listVenturi
    
    
    (6,407
    )
    
    
    (5,446
    )Customer listPure Solutions
    
    
    (3,430
    )
    
    
    (2,607
    )Customer listPlum Rhino
    
    
    (1,036
    )
    
    
    (635
    )Customer listTWC
    
    
    (1,110
    )
    
    
    (555
    )Assembled methodologyTWC
    
    
    (50
    )
    
    
    (25
    )Customer listASET
    
    
    (625
    )
    
    
    (208
    )Customer listSymmetry
    
    
    (60
    )
    
    
    (20
    )Customer listAddilex
    
    
    (42
    )
    
    
    Customer listKVG
    
    
    (50
    )
    
    
    Customer listblueRADIAN
    
    
    (23
    )
    
    
    (12,833
    )
    
    
    (9,496
    )Total other intangible assets, net
    
    $
    8,926
    
    
    $
    11,962
   52




---



##### Table of Contents



2010
    
    $
    2,4642011
    
    
    2,2612012
    
    
    2,2612013
    
    
    1,3232014
    
    
    425Thereafter
    
    
    192$
    8,926
 Restructuring Costs
   Employeeseverance
    
    
    Lease costs
    
    
    TotalBalance as of December 31, 2006
    
    $
    
    
    
    $
    1,077
    
    
    $
    1,077Adjustments
    
    
    
    
    
    
    
    
    
    
    Charges
    
    
    
    
    
    
    
    
    
    
    Cash payments
    
    
    
    
    
    
    (722
    )
    
    
    (722
    )Balance as of December 30, 2007
    
    
    
    
    
    
    355
    
    
    
    355Adjustments
    
    
    
    
    
    
    
    
    
    
    Charges
    
    
    453
    
    
    
    64
    
    
    
    517Cash payments
    
    
    (41
    )
    
    
    (177
    )
    
    
    (218
    )Balance as of December 28, 2008
    
    
    412
    
    
    
    242
    
    
    
    654Adjustments
    
    
    
    
    
    
    (971
    )
    
    
    (971
    )Charges
    
    
    407
    
    
    
    3,562
    
    
    
    3,969Cash payments
    
    
    (771
    )
    
    
    (791
    )
    
    
    (1,562
    )Balance as of January 3, 2010
    
    $
    48
    
    
    $
    2,042
    
    
    $
    2,090
  4. Long-Term Debt
   53




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##### Table of Contents



Credit Facilities
    
    
    a $5.0 million minimum availability reserve, and
 
    
    a $0.9 million reserve for outstanding letters of credit.
   
    
    incur additional indebtedness;
 
    
    pay more than $10 million in the aggregate for stock repurchases and dividends;
 
    
    incur liens;
 
    
    make certain capital expenditures;
 
    
    make certain investments or acquisitions;
 
    
    repay debt; and
 
    
    dispose of property.
    54




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##### Table of Contents



5. Income Taxes
  Year EndedJanuary 3,
    
    
    December 28,
    
    
    December 30,2010
    
    
    2008
    
    
    2007Current income taxes:Federal
    
    $
    34
    
    
    $
    280
    
    
    $
    300State
    
    
    840
    
    
    
    1,035
    
    
    
    254Foreign
    
    
    (13
    )
    
    
    13
    
    
    
    113Total current
    
    
    861
    
    
    
    1,328
    
    
    
    667Deferred income taxes:Federal
    
    
    
    
    
    
    3,330
    
    
    
    2,047State
    
    
    20
    
    
    
    (4
    )
    
    
    (435
    )Total deferred
    
    
    20
    
    
    
    3,326
    
    
    
    1,612Provision for income taxes
    
    $
    881
    
    
    $
    4,654
    
    
    $
    2,279
  Year EndedJanuary 3,
    
    
    December 28,
    
    
    December 30,2010
    
    
    2008
    
    
    2007Income tax expense (benefit) computed at the federal
statutory income tax rate
    
    $
    3,601
    
    
    $
    (21,187
    )
    
    $
    12,470State income tax expense (benefit) net of federal benefit
    
    
    890
    
    
    
    (1,192
    )
    
    
    988Effect of permanent differences
    
    
    479
    
    
    
    11,733
    
    
    
    518Tax benefit allocated to goodwill
    
    
    
    
    
    
    3,326
    
    
    
    2,303Effect of increase (decrease) in valuation allowance
    
    
    (4,089
    )
    
    
    11,682
    
    
    
    (13,884
    )Other
    
    
    
    
    
    
    292
    
    
    
    (116
    )Provision for income taxes
    
    $
    881
    
    
    $
    4,654
    
    
    $
    2,279
     55




---



##### Table of Contents



January 3,
    
    
    December 28,2010
    
    
    2008Deferred tax assets:Goodwill and other intangibles
    
    $
    16,959
    
    
    $
    21,856Accrued expenses and other reserves
    
    
    1,879
    
    
    
    1,257Bad debt allowances
    
    
    1,277
    
    
    
    1,035Accrued benefits
    
    
    2,063
    
    
    
    1,109Net operating loss carry forwards
    
    
    38,875
    
    
    
    40,267Other
    
    
    1,214
    
    
    
    1,143Total gross deferred tax assets
    
    
    62,268
    
    
    
    66,667Valuation allowance
    
    
    (59,260
    )
    
    
    (63,349
    )Total net deferred tax assets
    
    
    3,008
    
    
    
    3,318Deferred tax liabilities:Depreciation expense and property basis differences
    
    
    (2,166
    )
    
    
    (2,456
    )Total deferred tax liabilities
    
    
    (2,166
    )
    
    
    (2,456
    )Net deferred tax assets
    
    $
    841
    
    
    $
    862
  January 3,
    
    
    December 28,
    
    
    December 30,2010
    
    
    2008
    
    
    2007Balance at beginning of period
    
    $
    63,349
    
    
    $
    53,785
    
    
    $
    72,381Additions
    
    
    
    
    
    
    11,682
    
    
    
    Deductions
    
    
    (4,089
    )
    
    
    
    
    
    
    (13,884
    )Adjustments
    
    
    
    
    
    
    (2,118
    )
    
    
    (4,712
    )Balance at end of period
    
    $
    59,260
    
    
    $
    63,349
    
    
    $
    53,785
    56




---



##### Table of Contents



6. Commitments and Contingencies
   2010
    
    $
    7,3892011
    
    
    5,8472012
    
    
    4,8802013
    
    
    4,1472014
    
    
    3,235Thereafter
    
    
    4,65030,148Sublease income
    
    
    (4,834
    )$
    25,314
    57




---



##### Table of Contents



7. Defined Contribution Plan
     8. Warrants
   58




---



##### Table of Contents



9. Stock Compensation Plans
  Plan Descriptions
     Stock Options
  Weighted-Average1995
    
    
    2003
    
    
    2004
    
    
    
    
    
    
    Exercise PricePlan
    
    
    Equity Plan
    
    
    Equity Plan
    
    
    Total
    
    
    Per ShareOutstanding at December 31, 2006
    
    
    2,113
    
    
    
    540,198
    
    
    
    435,584
    
    
    
    977,895
    
    
    $
    9.98Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    (95,198
    )
    
    
    (90,485
    )
    
    
    (185,683
    )
    
    $
    9.46Forfeited
    
    
    (863
    )
    
    
    
    
    
    
    (14,833
    )
    
    
    (15,696
    )
    
    $
    27.54Outstanding at December 30, 2007
    
    
    1,250
    
    
    
    445,000
    
    
    
    330,266
    
    
    
    776,516
    
    
    $
    9.75Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    (8,200
    )
    
    
    (8,200
    )
    
    $
    8.55Forfeited
    
    
    (527
    )
    
    
    (1,387
    )
    
    
    (18,336
    )
    
    
    (20,250
    )
    
    $
    17.94Outstanding at December 28, 2008
    
    
    723
    
    
    
    443,613
    
    
    
    303,730
    
    
    
    748,066
    
    
    $
    9.54Forfeited
    
    
    (389
    )
    
    
    (1,387
    )
    
    
    (19,500
    )
    
    
    (21,276
    )
    
    $
    11.94Outstanding at January 3, 2010
    
    
    334
    
    
    
    442,226
    
    
    
    284,230
    
    
    
    726,790
    
    
    $
    9.47Exercisable at January 3, 2010
    
    
    334
    
    
    
    442,226
    
    
    
    284,230
    
    
    
    726,790
    
    
    $
    9.47Available for issuance at January 3, 2010
    
    
    
    
    
    
    55,809
    
    
    
    1,139,964
    
    
    
    1,195,773
  59




---



##### Table of Contents



Options Outstanding
    
    
    Options ExercisableWeighted-
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    Average
    
    
    
    
    
    
    AverageRange of
    
    Options
    
    
    Contractual
    
    
    Exercise Price
    
    
    Options
    
    
    Exercise PriceExercise Prices
    
    Outstanding
    
    
    Years Remaining
    
    
    per Share
    
    
    Exercisable
    
    
    per Share$7.80
    
    
    219,000
    
    
    
    3.27
    
    
    $
    7.80
    
    
    
    219,000
    
    
    $
    7.80$8.55 to $8.88
    
    
    213,961
    
    
    
    4.58
    
    
    $
    8.57
    
    
    
    213,961
    
    
    $
    8.57$11.05 to $11.98
    
    
    293,495
    
    
    
    4.88
    
    
    $
    11.32
    
    
    
    293,495
    
    
    $
    11.32$63.25 to $132.75
    
    
    334
    
    
    
    0.52
    
    
    $
    63.25
    
    
    
    334
    
    
    $
    63.25$7.80 to $132.75
    
    
    726,790
    
    
    
    4.31
    
    
    $
    9.47
    
    
    
    726,790
    
    
    $
    9.47
    2008
    
    
    2007Expected life (in years)
    
    
    6.0
    
    
    
    6.0Risk-free interest rate
    
    
    3.00
    %
    
    
    4.75
    %Expected volatility
    
    
    55.6
    %
    
    
    46.8
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Weighted average fair value of options modified
    
    $
    6.31
    
    
    $
    17.29
   60




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##### Table of Contents



Restricted Stock Awards
    Weighted-AverageGrant DateShares
    
    
    Fair ValueNonvested balance at December 31, 2006
    
    
    353,550
    
    
    $
    15.56Granted
    
    
    244,000
    
    
    $
    21.70Vested
    
    
    (87,748
    )
    
    $
    16.63Forfeited
    
    
    (19,167
    )
    
    $
    13.09Nonvested balance at December 30, 2007
    
    
    490,635
    
    
    $
    18.34Granted
    
    
    342,878
    
    
    $
    11.09Vested
    
    
    (147,227
    )
    
    $
    17.35Forfeited
    
    
    (79,443
    )
    
    $
    17.30Nonvested balance at December 28, 2008
    
    
    606,843
    
    
    $
    14.62Granted
    
    
    709,000
    
    
    $
    4.60Vested
    
    
    (239,318
    )
    
    $
    15.59Forfeited
    
    
    (104,401
    )
    
    $
    6.65Nonvested balance at January 3, 2010
    
    
    972,124
    
    
    $
    7.92
     61




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##### Table of Contents



10. Related Party Transactions
    11. Subsequent Events
 Merger Agreement
   62




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##### Table of Contents



12. Summary of Quarterly Financial Information (Unaudited)
  2009First
    
    
    Second
    
    
    Third
    
    
    FourthRevenues from services
    
    $
    162,694
    
    
    $
    156,765
    
    
    $
    157,305
    
    
    $
    172,543Costs of services
    
    
    124,598
    
    
    
    118,386
    
    
    
    118,677
    
    
    
    129,203Gross profit
    
    
    38,096
    
    
    
    38,379
    
    
    
    38,628
    
    
    
    43,340Operating costs and expensesSelling, general and administrative expenses
    
    
    33,183
    
    
    
    32,347
    
    
    
    32,083
    
    
    
    34,526Restructuring costs
    
    
    3,620
    
    
    
    321
    
    
    
    155
    
    
    
    (201
    )Depreciation and amortization
    
    
    2,074
    
    
    
    2,050
    
    
    
    2,106
    
    
    
    1,85638,877
    
    
    
    34,718
    
    
    
    34,344
    
    
    
    36,181Income (loss) from operations
    
    
    (781
    )
    
    
    3,661
    
    
    
    4,284
    
    
    
    7,159Interest expense, net
    
    
    952
    
    
    
    1,126
    
    
    
    1,057
    
    
    
    1,050Other expense (income), net
    
    
    (105
    )
    
    
    (67
    )
    
    
    45
    
    
    
    (22
    )Income (loss) before income taxes
    
    
    (1,628
    )
    
    
    2,602
    
    
    
    3,182
    
    
    
    6,131Income tax expense
    
    
    243
    
    
    
    216
    
    
    
    164
    
    
    
    258Net income (loss)
    
    $
    (1,871
    )
    
    $
    2,386
    
    
    $
    3,018
    
    
    $
    5,873Basic net income (loss) per share
    
    $
    (0.09
    )
    
    $
    0.12
    
    
    $
    0.14
    
    
    $
    0.28Diluted net income (loss) per share
    
    $
    (0.09
    )
    
    $
    0.12
    
    
    $
    0.14
    
    
    $
    0.28Basic weighted average shares outstanding
    
    
    19,774
    
    
    
    19,796
    
    
    
    19,815
    
    
    
    19,818Diluted weighted average shares outstanding
    
    
    19,774
    
    
    
    19,796
    
    
    
    19,815
    
    
    
    19,818
 2008First
    
    
    Second
    
    
    Third
    
    
    FourthRevenues from services
    
    $
    183,383
    
    
    $
    184,064
    
    
    $
    183,663
    
    
    $
    175,998Costs of services
    
    
    138,727
    
    
    
    139,232
    
    
    
    138,483
    
    
    
    133,747Gross profit
    
    
    44,656
    
    
    
    44,832
    
    
    
    45,180
    
    
    
    42,251Operating costs and expensesSelling, general and administrative expenses
    
    
    34,764
    
    
    
    34,291
    
    
    
    34,579
    
    
    
    33,014Restructuring costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    637Depreciation and amortization
    
    
    1,820
    
    
    
    1,898
    
    
    
    2,185
    
    
    
    2,212Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,80036,584
    
    
    
    36,189
    
    
    
    36,764
    
    
    
    122,663Income (loss) from operations
    
    
    8,072
    
    
    
    8,643
    
    
    
    8,416
    
    
    
    (80,412
    )Interest expense, net
    
    
    1,603
    
    
    
    1,279
    
    
    
    1,224
    
    
    
    1,351Other expense (income), net
    
    
    (53
    )
    
    
    (172
    )
    
    
    40
    
    
    
    (19
    )Income (loss) before income taxes
    
    
    6,522
    
    
    
    7,536
    
    
    
    7,152
    
    
    
    (81,744
    )Income tax expense
    
    
    1,418
    
    
    
    1,324
    
    
    
    1,105
    
    
    
    807Net income (loss)
    
    $
    5,104
    
    
    $
    6,212
    
    
    $
    6,047
    
    
    $
    (82,551
    )Basic net income (loss) per share
    
    $
    0.25
    
    
    $
    0.31
    
    
    $
    0.30
    
    
    $
    (4.03
    )Diluted net income (loss) per share
    
    $
    0.25
    
    
    $
    0.30
    
    
    $
    0.30
    
    
    $
    (4.03
    )Basic weighted average shares outstanding
    
    
    19,579
    
    
    
    19,592
    
    
    
    19,612
    
    
    
    19,614Diluted weighted average shares outstanding
    
    
    20,617
    
    
    
    20,636
    
    
    
    20,455
    
    
    
    19,614
  63




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##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Controls over Financial Reporting
  Managements Report on Internal Control Over Financial Reporting
  (i)
    
    pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;(ii)
    
    provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and(iii)
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.
  64




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##### Table of Contents



Internal ControlIntegrated Framework Internal ControlIntegrated Framework,
 /s/ Larry L. Enterline

Larry L. Enterline
    
    /s/ Amy Bobbitt

Amy BobbittChief Executive Officer 
March 1, 2010
    
    Senior Vice President and Chief Accounting Officer

March 1, 2010
  65




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 Board of Directors and Stockholders
COMSYS IT Partners, Inc. and Subsidiaries
 Internal ControlIntegrated
Framework
       
  66




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##### Table of Contents



ITEM 9B.
    
    OTHER INFORMATION
  
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Board of Directors
  Name
    
    Age
    
    Director Since
    
    PositionLarry L. Enterline
    
    57
    
    2000
    
    Director and Chief Executive OfficerFrederick W. Eubank II
    
    46
    
    2004
    
    ChairmanRobert Fotsch
    
    51
    
    2006
    
    DirectorRobert Z. Hensley
    
    52
    
    2006
    
    DirectorVictor E. Mandel
    
    45
    
    2003
    
    DirectorCourtney R. McCarthy
    
    34
    
    2006
    
    DirectorElias J. Sabo
    
    39
    
    2003
    
    Director
   Larry L. Enterline.
  Frederick W. Eubank II.
   67




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##### Table of Contents



Robert Fotsch.
  Robert Z. Hensley.
  Victor E. Mandel.
  Courtney R. McCarthy
  Elias J. Sabo.
  Executive Officers
   68




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##### Table of Contents



Audit Committee
  Code of Business Conduct
  Section 16(a) Beneficial Ownership Reporting Compliance
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
 REPORT OF THE COMPENSATION COMMITTEE
   Chairman
 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
   69




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RISK ANALYSIS OF COMPENSATION PROGRAMS
  COMPENSATION DISCUSSION AND ANALYSIS
  Executive Compensation Policy
  
    
    Attract, retain and motivate key executive personnel who possess the skills and
qualities to perform successfully in the IT staffing and consulting industries and
achieve our objective of maximizing stockholder value;
    
    Closely align the interests of our executives with those of our stockholders;
    
    Provide a total compensation opportunity that is competitive with our market for
executive talent; and
    
    Align our executives compensation to our operating performance with
performance-based compensation that will provide actual compensation above the market
median when we deliver strong financial performance and below the market median when
performance is not strong.
  Compensation Benchmarking
 th th
 
    
    The base salaries for our named executives, in the aggregate, were generally aligned
with the market median and ranged from 7% below the median for our Chief Executive
Officer to 17% above the median for our Senior Vice President of Corporate Development;
    
    The short-term incentive targets for the executives, on average, were also aligned
with the market median and ranged from 17% below the median for our Chief Executive
Officer to 15% above the median for our Senior Vice President of Corporate Development;
and
    
    The total target cash compensation for the executives was generally aligned with the
market median and ranged from 3% below the median for our Chief Executive Officer to
31% above the median for our Senior Vice President of Corporate Development.
   70




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##### Table of Contents



Executive Officer Changes
  Role of Executive Officers in Determining Executive Compensation
  Compensation Components
  Base Salaries.
 Short-Term Incentives .
  71




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##### Table of Contents



% of Base Pay
    
    
    % of Base Pay
    
    
    % of Base PayPosition
    
    Earned at Threshold
    
    
    Earned at Target
    
    
    Earned at MaximumChief Executive Officer
    
    
    19
    %
    
    
    38
    %
    
    
    75
    %Chief Accounting Officer
    
    
    13
    %
    
    
    25
    %
    
    
    50
    %Chief Operating Officer
    
    
    15
    %
    
    
    30
    %
    
    
    60
    %General Counsel
    
    
    13
    %
    
    
    25
    %
    
    
    50
    %Senior Vice President  Corporate Development
    
    
    13
    %
    
    
    25
    %
    
    
    50
    %
  Discretionary Annual Bonuses
 Long-Term Incentives.
     72




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##### Table of Contents



Employment Agreements and Other Perquisites.
     Broad-based Employee Benefits.
 
    
    healthcare plans, which include medical, vision, dental and behavioral health
programs, as well as wellness and preventive care benefits;
    
    life and disability plans, which include group life insurance, accidental disability
and dismemberment and short-term and long-term disability programs;
    
    a 401(k) plan; and
    
    balanced-life plans, which include adoption-assistance programs, personal-leave
programs to care for ill spouse or dependents and mass-transit and parking programs.
  73




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##### Table of Contents



Tax Implications of Executive Compensation Policy
  Accounting Implications of Executive Compensation Policy
  Securities Trading Policy
  SUMMARY COMPENSATION TABLE
  Non-EquityStock
    
    
    Option
    
    
    Incentive Plan
    
    
    All OtherFiscal
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)1
    
    
    ($)1
    
    
    ($)2
    
    
    ($)3
    
    
    ($)Larry L. Enterline,
    
    
    2009
    
    
    $
    500,000
    
    
    $
    100,000
    
    
    $
    207,400
    
    
    $
    
    
    
    $
    375,000
    
    
    $
    24,001
    
    
    $
    1,206,401Chief Executive Officer
    
    
    2008
    
    
    $
    500,000
    
    
    $
    
    
    
    $
    873,059
    
    
    $
    
    
    
    $
    187,500
    
    
    $
    24,037
    
    
    $
    1,584,596and Director
    
    
    2007
    
    
    $
    500,000
    
    
    $
    
    
    
    $
    1,257,850
    
    
    $
    
    
    
    $
    562,500
    
    
    $
    26,160
    
    
    $
    2,346,510Amy Bobbitt, Senior Vice
    
    
    2009
    
    
    $
    250,000
    
    
    $
    
    
    
    $
    54,900
    
    
    $
    
    
    
    $
    125,000
    
    
    $
    5,432
    
    
    $
    435,332President and Chief Accounting
    
    
    2008
    
    
    $
    248,812
    
    
    $
    
    
    
    $
    165,885
    
    
    $
    
    
    
    $
    62,500
    
    
    $
    4,800
    
    
    $
    481,997Officer (principal financial officer)
    
    
    2007
    
    
    $
    219,604
    
    
    $
    15,050
    
    
    $
    30,315
    
    
    $
    
    
    
    $
    92,450
    
    
    $
    
    
    
    $
    357,419David L. Kerr, Senior
    
    
    2009
    
    
    $
    291,687
    
    
    $
    
    
    
    $
    73,200
    
    
    $
    
    
    
    $
    145,844
    
    
    $
    21,319
    
    
    $
    532,050Vice President
    
    
    2008
    
    
    $
    291,687
    
    
    $
    
    
    
    $
    253,181
    
    
    $
    
    
    
    $
    72,922
    
    
    $
    22,394
    
    
    $
    640,184Corporate Development
    
    
    2007
    
    
    $
    288,439
    
    
    $
    
    
    
    $
    551,265
    
    
    $
    
    
    
    $
    218,765
    
    
    $
    16,254
    
    
    $
    1,074,723Michael H. Barker,
    
    
    2009
    
    
    $
    350,000
    
    
    $
    
    
    
    $
    122,000
    
    
    $
    
    
    
    $
    210,000
    
    
    $
    21,608
    
    
    $
    703,608Executive Vice President
    
    
    2008
    
    
    $
    350,000
    
    
    $
    
    
    
    $
    502,009
    
    
    $
    
    
    
    $
    105,000
    
    
    $
    22,553
    
    
    $
    979,562and Chief Operating Officer
    
    
    2007
    
    
    $
    339,183
    
    
    $
    
    
    
    $
    1,607,602
    
    
    $
    
    
    
    $
    315,000
    
    
    $
    22,500
    
    
    $
    2,284,285Ken R. Bramlett, Jr., Senior
    
    
    2009
    
    
    $
    276,723
    
    
    $
    
    
    
    $
    73,200
    
    
    $
    
    
    
    $
    138,362
    
    
    $
    18,240
    
    
    $
    506,525Vice President, General Counsel
    
    
    2008
    
    
    $
    276,723
    
    
    $
    
    
    
    $
    253,181
    
    
    $
    
    
    
    $
    69,181
    
    
    $
    18,000
    
    
    $
    617,085and Corporate Secretary
    
    
    2007
    
    
    $
    273,642
    
    
    $
    
    
    
    $
    308,745
    
    
    $
    
    
    
    $
    207,542
    
    
    $
    17,760
    
    
    $
    807,689
 (1)
    
    Included in the Stock Awards and Option Awards columns are the aggregate grant date
fair values of restricted stock awards and option awards made in 2009, 2008 and 2007. The
grant date fair values of the awards were computed in accordance with FASB ASC Topic 718. The
grant date fair values of performance-based awards were computed
based on the highest level of achievement based on our expectations as of the grant dates
regarding the probable outcome of the awards.  74




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##### Table of Contents



For a discussion of the assumptions used in calculating the grant date fair values for 2010, see
Managements Discussion and Analysis of Financial Condition and Results of Operations and Note
9 of the Notes to the Consolidated Financial Statements in this Form 10-K for the fiscal year
ended January 3, 2010.(2)
    
    The Non-Equity Incentive Plan Compensation column reflects bonuses payable under our annual
incentive plan. Bonus amounts include bonuses earned in the fiscal year specified in the
table and exclude bonuses paid in such year, but earned in the preceding year. See
Compensation Discussion & Analysis  Compensation Components  Short-Term Incentives above.(3)
    
    The value of perquisites and other personal benefits is provided in this column and below in
this note even if the amount is less than the reporting threshold established by the SEC: Fiscal
    
    
    Auto
    
    
    Country Club
    
    
    Insurance
    
    
    401(k)Name and Principal Position
    
    Year
    
    
    Allowance
    
    
    Dues
    
    
    Premiums4
    
    
    Match
    
    
    TotalLarry L. Enterline
    
    
    2009
    
    
    $
    12,000
    
    
    $
    9,657
    
    
    $
    
    
    
    $
    2,344
    
    
    $
    24,0012008
    
    
    $
    12,000
    
    
    $
    8,587
    
    
    $
    
    
    
    $
    3,450
    
    
    $
    24,0372007
    
    
    $
    12,000
    
    
    $
    10,785
    
    
    $
    
    
    
    $
    3,375
    
    
    $
    26,160Amy Bobbitt
    
    
    2009
    
    
    $
    4,800
    
    
    $
    632
    
    
    $
    
    
    
    $
    
    
    
    $
    5,4322008
    
    
    $
    4,800
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    4,8002007
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    David L. Kerr
    
    
    2009
    
    
    $
    12,000
    
    
    $
    6,949
    
    
    $
    
    
    
    $
    2,370
    
    
    $
    21,3192008
    
    
    $
    12,000
    
    
    $
    6,944
    
    
    $
    
    
    
    $
    3,450
    
    
    $
    22,3942007
    
    
    $
    6,500
    
    
    $
    6,495
    
    
    $
    
    
    
    $
    3,259
    
    
    $
    16,254Michael H. Barker
    
    
    2009
    
    
    $
    12,000
    
    
    $
    6,060
    
    
    $
    442
    
    
    $
    3,106
    
    
    $
    21,6082008
    
    
    $
    12,000
    
    
    $
    6,185
    
    
    $
    918
    
    
    $
    3,450
    
    
    $
    22,5532007
    
    
    $
    12,000
    
    
    $
    5,700
    
    
    $
    1,425
    
    
    $
    3,375
    
    
    $
    22,500Ken R. Bramlett, Jr.
    
    
    2009
    
    
    $
    12,000
    
    
    $
    6,240
    
    
    $
    
    
    
    $
    
    
    
    $
    18,2402008
    
    
    $
    12,000
    
    
    $
    6,000
    
    
    $
    
    
    
    $
    
    
    
    $
    18,0002007
    
    
    $
    12,000
    
    
    $
    5,760
    
    
    $
    
    
    
    $
    
    
    
    $
    17,760
 (4)
    
    Reflects company-paid insurance premiums for group term life insurance, long-term
disability and/or short-term disability coverage. These insurance programs were discontinued
after the COMSYS/Venturi merger, but all participants in these programs at that time were
grandfathered under the terms of the programs until their employment with us is terminated.  75




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##### Table of Contents



2009 GRANTS OF PLAN-BASED AWARDS
  All OtherEstimated Possible Payouts
    
    
    Estimated Possible Payouts
    
    
    Stock Awards:
    
    
    Grant DateUnder Non-Equity Incentive
    
    
    Under Equity Incentive
    
    
    Number of
    
    
    Fair Value ofPlan Awards2
    
    
    Plan Awards1
    
    
    Shares of
    
    
    Stock andGrant
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Stock or Units
    
    
    Option AwardsName
    
    Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    ($)3Larry L. Enterline
    
    
    1/2/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,250
    
    
    
    85,000
    
    
    
    85,000
    
    
    
    
    
    
    $
    207,4002/13/2009
    
    
    $
    93,750
    
    
    $
    187,500
    
    
    $
    375,000Amy Bobbitt
    
    
    1/2/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,625
    
    
    
    22,500
    
    
    
    22,500
    
    
    
    
    
    
    $
    54,9002/13/2009
    
    
    $
    31,250
    
    
    $
    62,500
    
    
    $
    125,000David L. Kerr
    
    
    1/2/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,500
    
    
    
    30,000
    
    
    
    30,000
    
    
    
    
    
    
    $
    73,2002/13/2009
    
    
    $
    36,461
    
    
    $
    72,922
    
    
    $
    145,844Michael H. Barker
    
    
    1/2/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    50,000
    
    
    
    50,000
    
    
    
    
    
    
    $
    122,0002/13/2009
    
    
    $
    52,500
    
    
    $
    105,000
    
    
    $
    210,000Ken R. Bramlett, Jr.
    
    
    1/2/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,500
    
    
    
    30,000
    
    
    
    30,000
    
    
    
    
    
    
    $
    73,2002/13/2009
    
    
    $
    34,590
    
    
    $
    69,181
    
    
    $
    138,362
 (1)
    
    Share amounts reflect restricted stock shares issued under the Amended and Restated 2004
Stock Incentive Plan. The shares will vest on January 2, 2012, based on our earnings per
share (EPS) growth as against the BMO Staffing Stock Index during the three-year period.
The performance shares will fully vest if our EPS growth is in the top 25% of the index. The
shares will vest 50% or 25% if our EPS growth is in the second 25% or third 25% of the index,
respectively. No shares will vest if our EPS growth is in the bottom 25% of the index. The
vesting percentages will be prorated within individual tiers, except that no shares will vest
for EPS growth in the bottom tier.(2)
    
    Amounts reflect potential payments under the COMSYS Annual Incentive Plan for 2009 as
originally approved in February 2009. Threshold, Target and Maximum amounts are defined in
the executives respective employment agreements or are as otherwise established by mutual
agreement between the Compensation Committee and the executives. See Employment
Arrangements; Potential Payments Upon Termination or Change of Control.(3)
    
    Amounts reflect the grant date fair values of the restricted stock awards computed in
accordance with FASB ASC Topic 718. The grant date fair values of the performance-based
awards were computed based on the highest level of achievement based on our estimate of the
probable outcome of the awards as of the grant date.  76




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##### Table of Contents



OUTSTANDING EQUITY AWARDS AT 2009 FISCAL YEAR-END
  Option Awards
    
    
    Share AwardsEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity
    
    
    Equity IncentiveIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Plan Awards:Plan Awards:
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market
    
    
    Plan Awards:
    
    
    Market orNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Value of
    
    
    Number of
    
    
    Payout Value ofSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Shares or
    
    
    Unearned
    
    
    Earned Shares,Underlying
    
    
    Underlying
    
    
    Option
    
    
    
    
    
    
    Stock That
    
    
    Units of
    
    
    Shares, Units
    
    
    Units or OtherUnexercised
    
    
    Unexercised
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Stock That
    
    
    or Other Rights
    
    
    Rights ThatOptions (#)
    
    
    Unearned
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Have Not
    
    
    That Have Not
    
    
    Have NotName
    
    Exercisable
    
    
    Options (#)1
    
    
    ($)
    
    
    Date
    
    
    (#)1
    
    
    Vested ($)
    
    
    Vested (#)1
    
    
    Vested ($)Larry L. Enterline
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,961
    
    
    $
    177,453
    
    
    
    161,075
    
    
    $
    1,431,957160,000
    
    
    
    
    
    
    $
    7.8025
    
    
    
    4/14/2013
    2,370,000
    
    
    
    
    
    
    $
    11.7025
    
    
    
    4/14/2013
    2,36,000
    
    
    
    
    
    
    $
    8.5500
    
    
    
    10/1/2014Amy Bobbitt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,551
    
    
    $
    22,678
    
    
    
    31,729
    
    
    $
    282,071David L. Kerr
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,380
    
    
    $
    47,828
    
    
    
    50,836
    
    
    $
    451,932Michael H. Barker
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,623
    
    
    $
    103,328
    
    
    
    94,181
    
    
    $
    837,26910,000
    
    
    
    
    
    
    $
    7.8025
    
    
    
    4/14/2013
    330,000
    
    
    
    
    
    
    $
    11.7025
    
    
    
    4/14/2013
    397,226
    
    
    
    
    
    
    $
    8.5500
    
    
    
    10/1/2014
    4Ken R. Bramlett, Jr.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,380
    
    
    $
    47,828
    
    
    
    50,836
    
    
    $
    451,93248,000
    
    
    
    
    
    
    $
    7.8025
    
    
    
    4/14/2013
    3,516,000
    
    
    
    
    
    
    $
    11.7025
    
    
    
    4/14/2013
    3,566,000
    
    
    
    
    
    
    $
    11.0500
    
    
    
    1/3/2016
  77




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##### Table of Contents



(1)
    
    The following table shows the vesting schedule for the unvested stock options and unvested
restricted stock grants. Name
    
    Option Awards
    
    
    Stock Awards
    
    
    Grant Date
    
    
    Vesting DateLarry L. Enterline
    
    
    
    
    
    
    36,667
    
    
    
    6/1/2007
    
    
    
    6/1/2010
    65,397
    
    
    
    1/2/2008
    
    
    
    1/2/201053,972
    
    
    
    1/2/2008
    
    
    
    1/2/2011
    785,000
    
    
    
    1/2/2009
    
    
    
    1/2/2012
    8Amy Bobbitt
    
    
    
    
    
    
    500
    
    
    
    1/2/2007
    
    
    
    1/4/20101,025
    
    
    
    1/2/2008
    
    
    
    1/4/201010,255
    
    
    
    1/2/2008
    
    
    
    1/2/2011
    722,500
    
    
    
    1/2/2009
    
    
    
    1/2/2012
    8David L. Kerr
    
    
    
    
    
    
    9,000
    
    
    
    6/1/2007
    
    
    
    6/1/2010
    61,565
    
    
    
    1/2/2008
    
    
    
    1/4/201015,651
    
    
    
    1/2/2008
    
    
    
    1/2/2011
    730,000
    
    
    
    1/2/2009
    
    
    
    1/2/2012
    8Michael H. Barker
    
    
    
    
    
    
    21,667
    
    
    
    6/1/2007
    
    
    
    6/1/2010
    63,103
    
    
    
    1/2/2008
    
    
    
    1/4/201031,034
    
    
    
    1/2/2008
    
    
    
    1/2/2011
    750,000
    
    
    
    1/2/2009
    
    
    
    1/2/2012
    8Ken R. Bramlett, Jr.
    
    
    
    
    
    
    9,000
    
    
    
    6/1/2007
    
    
    
    6/1/2010
    61,565
    
    
    
    1/2/2008
    
    
    
    1/4/201015,651
    
    
    
    1/2/2008
    
    
    
    1/2/2011
    730,000
    
    
    
    1/2/2009
    
    
    
    1/2/2012
    8
 (2)
    
    This date represents the latest possible expiration date. As set forth in the terms of
Mr. Enterlines Separation Agreement with Venturi dated September 1, 2004, certain events
could accelerate the expiration of these options.(3)
    
    Amounts shown have been adjusted to reflect the effect of the 1-for-25 reverse stock split
completed August 5, 2003. Portions of these grants were issued at greater-than-market-value
exercise prices at the completion of Venturis financial restructuring on April 14, 2003.(4)
    
    In connection with the revisions approved to the annual incentive plan for 2008, the portion
of these equity awards held by Mr. Barker that was subject to 2008 performance vesting
criteria was reduced by approximately 25%, and the performance criteria for the remainder of
the award was realigned to match the New Adjusted EBITDA Target for the final six months of
2008. We met the New Adjusted EBITDA Target and as a result 50% of the performance-based
portions of these equity awards were vested.(5)
    
    On February 9, 2007, the Compensation Committee amended the expiration date of these options.
When these options were granted to Mr. Bramlett in 2003, prior to the COMSYS/Venturi merger,
they were scheduled to expire in 2013. The expiration date for these options was shortened in
2004 when Mr. Bramlett left us following the COMSYS/Venturi merger. Mr. Bramlett re-joined us
in January 2006, and the Compensation Committees action restored the expiration date for
these options to the original scheduled date.(6)
    
    Of these restricted share amounts, one-quarter (25%) will vest on June 1, 2010. The
remaining three-quarters (75%) will vest on June 1, 2010, based on our EPS growth as against
the BMO Staffing Stock Index during the three-year period beginning on the grant date. The
shares will fully vest if our EPS growth is in the top 25% of the index. The shares will vest
50% or 25% if our EPS growth is in the second 25% or third 25% of the index, respectively. No
shares will vest if our EPS growth is in the bottom 25% of the index. The vesting percentages
will be prorated within individual tiers, except that no shares will vest for EPS growth in
the bottom tier.  78




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##### Table of Contents



(7)
    
    Of these restricted share amounts, approximately ten percent (10%) will vest on January 2,
2011. The remaining ninety percent (90%) will vest on January 2, 2011, based on our EPS
growth as against the BMO Staffing Stock Index during the three-year period beginning on the
grant date. The shares will fully vest if our EPS growth is in the top 25% of the index. The
shares will vest 50% or 25% if our EPS growth is in the second 25% or third 25% of the index,
respectively. No shares will vest if our EPS growth is in the bottom 25% of the index. The
vesting percentages will be prorated within individual tiers, except that no shares will vest
for EPS growth in the bottom tier.(8)
    
    These shares will vest on January 2, 2012, based on our earnings per share (EPS) growth as
against the BMO Staffing Stock Index during the three-year period. The performance shares
will fully vest if our EPS growth is in the top 25% of the index. The shares will vest 50% or
25% if our EPS growth is in the second 25% or third 25% of the index,
respectively. No shares will vest if our EPS growth is in the bottom 25% of the index. The
vesting percentages will be prorated within individual tiers, except that no shares will vest
for EPS growth in the bottom tier. 2009 OPTION EXERCISES AND STOCK VESTED
  Option Awards
    
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    
    Number of SharesAcquired on
    
    
    Value Realized on
    
    
    Acquired on
    
    
    Value Realized onExercise
    
    
    Exercise
    
    
    Vesting
    
    
    VestingName
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)1Larry L. Enterline
    
    
    
    
    
    $
    
    
    
    
    97,898
    
    
    $
    266,277Amy Bobbitt
    
    
    
    
    
    $
    
    
    
    
    4,859
    
    
    $
    22,421David L. Kerr
    
    
    
    
    
    $
    
    
    
    
    35,782
    
    
    $
    192,157Michael H. Barker
    
    
    
    
    
    $
    
    
    
    
    12,687
    
    
    $
    46,025Ken R. Bramlett, Jr.
    
    
    
    
    
    $
    
    
    
    
    3,816
    
    
    $
    16,038
 (1)
    
    Values represent fair market value of stock at the date of vesting. EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
   Compensation and Benefits Payable Under the Employment Agreements
 Base Salary.
  79




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##### Table of Contents



Annual Incentive Plan.
 % of Base Pay
    
    
    % of Base PayPosition
    
    Earned at EBITDA Target
    
    
    Earned at MaximumChief Executive Officer
    
    
    75
    %
    
    
    150
    %Chief Accounting Officer
    
    
    50
    %
    
    
    100
    %Chief Operating Officer
    
    
    60
    %
    
    
    120
    %General Counsel
    
    
    50
    %
    
    
    100
    %Senior Vice President  Corporate Development
    
    
    50
    %
    
    
    100
    %
  Additional Benefits.
 Benefits Payable Upon Termination Without a Change of Control
  Severance.
 Annual Incentive Plan.
 Insurance and Benefits.
 Benefits Payable With a Change of Control
   80




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##### Table of Contents



Special Severance Payment.
 Acceleration of Equity Award Vesting.
 Gross-Up Payment.
 Estimated Payments in the Event of Termination without Cause, Resignation for Good Reason, Termination due to
Death or Disability and Change of Control
  Termination without Cause,
    
    
    Additional Payments upon Termination withoutResignation for Good Reason,
    
    
    Cause or Resignation for Good Reason within TwoDisability or Death
    
    
    Years of a Change of ControlSpecial
    
    
    
    
    
    
    Tax
    
    
    Pro Rata
    
    
    Total ChangeSeverance
    
    
    Bonus
    
    
    Insurance
    
    
    
    
    
    
    Severance
    
    
    Stock-Based
    
    
    Gross-Up
    
    
    2009
    
    
    of ControlExecutive
    
    Payments1
    
    
    Payments2
    
    
    Benefits3
    
    
    Total
    
    
    Payment4
    
    
    Compensation5
    
    
    Payment6
    
    
    Bonus7
    
    
    PaymentsLarry L. Enterline
    
    $
    750,000
    
    
    $
    281,250
    
    
    $
    13,249
    
    
    $
    1,044,499
    
    
    $
    250,000
    
    
    $
    1,609,410
    
    
    $
    1,109,293
    
    
    $
    375,000
    
    
    $
    4,388,203Amy Bobbitt
    
    $
    375,000
    
    
    $
    93,750
    
    
    $
    17,695
    
    
    $
    486,445
    
    
    $
    125,000
    
    
    $
    304,749
    
    
    $
    371,975
    
    
    $
    125,000
    
    
    $
    1,413,169Michael H. Barker
    
    $
    525,000
    
    
    $
    157,500
    
    
    $
    38,989
    
    
    $
    721,489
    
    
    $
    175,000
    
    
    $
    940,598
    
    
    $
    747,694
    
    
    $
    210,000
    
    
    $
    2,794,781Ken R. Bramlett, Jr.
    
    $
    415,085
    
    
    $
    103,771
    
    
    $
    36,942
    
    
    $
    555,797
    
    
    $
    138,362
    
    
    $
    499,760
    
    
    $
    519,355
    
    
    $
    138,362
    
    
    $
    1,851,636David L. Kerr
    
    $
    437,531
    
    
    $
    109,383
    
    
    $
    37,146
    
    
    $
    584,060
    
    
    $
    145,844
    
    
    $
    499,760
    
    
    $
    451,286
    
    
    $
    145,844
    
    
    $
    1,826,794
 (1)
    
    Amounts are equal to 1.5 times the highest base salary in effect during the 12 months
immediately prior to the Termination Date, except for Mr. Enterline, whose agreement provides
for fixed severance of $750,000.(2)
    
    Amounts are equal to 1 times the average annual bonus earned by the executive under our
annual incentive plan for the two years ending prior to the Termination Date.(3)
    
    Amounts are equal to the present value of 42 months of continued insurance and benefits at
rates in effect during 2009.(4)
    
    Amounts are equal to 0.5 times the highest base salary in effect during the 12 months
immediately prior to the Termination Date, except for Mr. Enterline, whose agreement provides
for fixed special severance of $250,000.(5)
    
    Amounts are based on the value realized from accelerated vesting and exercise of restricted
stock and options as of the last day of the fiscal year at $8.89 per share. See Compensation
TablesOutstanding Equity Awards at 2009 Fiscal Year End for more detail on executive
holdings.(6)
    
    Amounts assume a combined federal and state income and Medicare tax rate of 38.2% for Mr.
Enterline, 36.7% for Mr. Kerr, 40.6% for Ms. Bobbitt, 40.7% for Mr. Barker and 43.5% for Mr.
Bramlett.(7)
    
    Amounts are equal to bonuses earned under our annual incentive plan for fiscal 2009.  81




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##### Table of Contents



DIRECTOR COMPENSATION
  Fees Earnedor Paid in
    
    
    
    
    
    
    
    
    
    
    All OtherCash
    
    
    Stock Awards
    
    
    Option Awards
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)1
    
    
    ($)
    
    
    ($)
    
    
    ($)Frederick W. Eubank II2
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Robert Fotsch
    
    $
    49,000
    
    
    $
    14,040
    
    
    $
    
    
    
    $
    
    
    
    $
    63,040Robert Z. Hensley
    
    $
    68,000
    
    
    $
    14,040
    
    
    $
    
    
    
    $
    
    
    
    $
    82,040Victor E. Mandel
    
    $
    48,000
    
    
    $
    14,040
    
    
    $
    
    
    
    $
    
    
    
    $
    62,040Courtney R. McCarthy2
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Elias J. Sabo2
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 (1)
    
    This column reflects the grant date fair value for restricted stock grants made
during 2009. All grants to non-employee members of the Board of Directors are fully
vested at the time of grant; therefore, the full fair value of the grant is recognized
on the grant date.(2)
    
    Directors who are employed by us or our principal stockholders receive no
additional compensation for serving on our Board of Directors. Therefore, Mr. Eubank,
Ms. McCarthy and Mr. Sabo were not eligible for payments during 2009.  Equity Compensation
  Cash Compensation
  Chairman of the Audit Committee
    
    $
    15,000Chairman of the Compensation Committee
    
    $
    7,500Audit Committee Member
    
    $
    5,000
   Determining Director Compensation
   82




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
    Shares of Common Stock Beneficially OwnedName of Beneficial Owner
    
    Number
    
    
    Percent1Wachovia Investors, Inc., et. al.
    
    
    3,222,917
    2
    
    
    15.1
    %301 South College Street, 12th FloorCharlotte, North Carolina 28288Amalgamated Gadget, L.P.
    
    
    2,015,507
    3
    
    
    9.4
    %City Center Tower II301 Commerce Street, Suite 2975Fort Worth, Texas 76102Credit Suisse AG
    
    
    1,506,842
    4
    
    
    7.1
    %Uetilbergstrasse 231, P.O. Box 900, CH 8070Zurich, SwitzerlandBank of America Corporation et. al.
    
    
    1,434,389
    5
    
    
    6.7
    %100 North Tryon StreetFloor 25, Bank of America Corporate CenterCharlotte, North Carolina 28255Barclays PLC
    
    
    1,320,516
    6
    
    
    6.2
    %1 Churchill PlaceLondon, England E14 5HPLinks Partners, L.P. and Inland Partners, L.P. et. al.
    
    
    1,147,637
    7
    
    
    5.4
    %61 Wilton Avenue, 2nd FloorWestport, Connecticut 06880Larry L. Enterline
    
    
    733,157
    8
    
    
    3.4
    %Amy Bobbitt
    
    
    69,765
    9
    
    
    
    *David L. Kerr
    
    
    311,019
    10
    
    
    1.5
    %Michael H. Barker
    
    
    342,062
    11
    
    
    1.6
    %Ken R. Bramlett, Jr.
    
    
    248,220
    12
    
    
    1.2
    %Frederick W. Eubank II
    
    
    45,000
    
    
    
    
    *Robert Fotsch
    
    
    12,480
    13
    
    
    
    *Robert Z. Hensley
    
    
    12,000
    
    
    
    
    *Victor E. Mandel
    
    
    32,000
    14
    
    
    
    *Courtney R. McCarthy
    
    
    45,000
    
    
    
    
    *Elias J. Sabo
    
    
    1,197,637
    15
    
    
    5.6
    %Directors and Executive Officers as a Group (11 persons)
    
    
    3,048,340
    
    
    
    14.3
    %
 *
    
    Less than one percent.(1)
    
    These calculations are based on an aggregate of 21,293,875 shares issued and
outstanding as of February 26, 2010. Warrants and options to purchase shares held by a
person that are exercisable or become exercisable within the 60-day period after February
26, 2010, are deemed to be outstanding for the purpose of calculating the percentage of
outstanding shares owned by that person but are not deemed to be outstanding for the purpose
of calculating the percentage owned by any other person.  83




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##### Table of Contents



(2)
    
    The amount and nature of the shares beneficially owned are based on a Schedule 13D/A
filed on February 2, 2010 by Wachovia Investors, Inc. and Wells Fargo & Company. Wachovia
Investors, Inc. and Wells Fargo & Company have reported shared voting and dispositive power
over the shares. Wachovia Investors, Inc. is party to the Tender and Voting Agreement with
Manpower Inc. but disclaims beneficial ownership of any shares held by the other parties to
the Tender and Voting Agreement.(3)
    
    The amount and nature of the shares beneficially owned are based on a Schedule 13G/A
filed on February 12, 2010. This amount includes 163,412 shares of common stock issuable
upon exercise of warrants, all of which are currently exercisable. An additional 5,224,071
shares are subject to cash-settled equity swaps, which have no effect on beneficial
ownership. Amalgamated Gadget, L.P., an investment manager for R2 Investments, LDC, has
sole voting and dispositive power over the reported shares and R2 Investments LDC has no
beneficial ownership of such shares. R2 Investments, LDC was a senior secured lender under
Venturi Partners, Inc.s credit facility, which was paid off on September 30, 2004.
Amalgamated Gadget, L.P. is controlled by Scepter Holdings, Inc., its general partner, and
Mr. Geoffrey Raynor, the President and the sole shareholder of
Scepter Holdings, Inc. As the sole general partner of Amalgamated Gadget, L.P., Scepter
Holdings, Inc. has sole voting and dispositive power over the reported shares. As the
President of Scepter Holdings, Inc., Mr. Raynor has sole voting and dispositive power over
the reported shares.(4)
    
    The amount and nature of the shares beneficially owned are based on a Schedule 13G/A
filed on February 16, 2010 by Credit Suisse AG. Credit Suisse AG reported shared voting and
dispositive power over the shares shown in the table.(5)
    
    The amount and nature of the shares beneficially owned are based on a Schedule 13G/A
filed on February 1, 2010 by Bank of America Corporation, Bank of America, NA, Columbia
Management Advisors, LLC, IQ Investment Advisors LLC and Merrill Lynch, Pierce, Fenner &
Smith, Inc. Bank of America reported shared voting power over 1,423,272 shares and shared
dispositive power over 1,434,389 shares. Bank of America, NA reported sole voting and
dispositive power over 147 shares, shared voting power over 21,706 shares and shared
dispositive power over 32,823 shares. Columbia Management Advisors, LLC reported sole
voting power over 21,598 shares, sole dispositive power over 32,542 shares and shared
dispositive power over 173 shares. IQ Investment Advisors LLC reported shared voting and
dispositive power over 2,300 shares. Merrill Lynch, Pierce, Fenner & Smith, Inc. reported
sole voting and dispositive power over 1,399,119 shares.(6)
    
    The amount and nature of the shares beneficially owned are based on a Schedule 13G
filed on February 16, 2010 by Barclays PLC. Barclays PLC reported sole voting and
dispositive power over the shares shown in the table.(7)
    
    The amount and nature of the shares beneficially owned are based on a Schedule 13D/A
filed on February 4, 2010 by Links Partners, L.P., Inland Partners, L.P., Coryton Management
Ltd., Mr. Arthur Coady, Mr. Elias Sabo and Mr. Joe Massoud. Links Partners and Inland
Partners have reported shared voting and dispositive power with respect to 587,759 and
559,878 shares, respectively. All other parties reporting in this amendment have reported
shared voting and dispositive powers with respect to all shares reported. The number of
shares of common stock shown in the table includes 85,242 shares subject to warrants that
are currently exercisable. Links Partners, L.P. and Inland Partners, L.P. are parties to
the Tender and Voting Agreement with Manpower Inc.(8)
    
    Includes 236,000 shares subject to stock options that are currently exercisable, as
well as 275,639 unvested shares of restricted stock.(9)
    
    Includes 60,255 unvested shares of restricted stock(10)
    
    Includes 89,651 unvested shares of restricted stock(11)
    
    Includes 137,226 shares subject to stock options that are currently exercisable, as
well as 162,701 unvested shares of restricted stock. Mr. Barker may be deemed to be the
beneficial owner of an aggregate of 2,000 shares of our common stock held by two of his
adult children. Mr. Barker disclaims the beneficial ownership of such shares(12)
    
    Includes 130,000 shares subject to stock options that are currently exercisable, as
well as 89,561 unvested shares of restricted stock.(13)
    
    Mr. Fotsch may be deemed to be the beneficial owner of an aggregate of 480 shares
of our common stock held by four of his minor children. Mr. Fotsch disclaims the beneficial
ownership of such shares.(14)
    
    Includes 7,000 shares subject to stock options that are currently exercisable.(15)
    
    The amount and nature of the shares beneficially owned are based on a Schedule 13D/A
filed on February 4, 2010 by Links Partners, L.P., Inland Partners, L.P., Coryton Management
Ltd., Mr. Arthur Coady, Mr. Elias Sabo and Mr. Joe Massoud and a Form 4 filed on March 2,
2009 by Elias Sabo. Mr. Sabo has reported shared voting and dispositive power over
1,147,637 shares and sole voting and dispositive power over 50,000 shares. The number
of shares of common stock shown in the table also includes 85,242 shares subject to warrants
that are currently exercisable.  84




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##### Table of Contents



Equity Compensation Plan Information
  Number of Securitiesto be Issued Upon
    
    
    Weighted AverageExercise of
    
    
    Exercise Price of
    
    
    Number of SecuritiesOutstanding Options
    
    
    Outstanding Options
    
    
    Remaining AvailablePlan Category
    
    and Warrants1
    
    
    and Warrants
    
    
    for Future IssuanceEquity compensation plans approved by security holders
    
    
    726,790
    
    
    $
    9.47
    
    
    
    1,195,773Equity compensation plans not approved by security holders
    
    None
    
    
    None
    
    
    NoneTotal
    
    
    726,790
    
    
    $
    9.47
    
    
    
    1,195,773
 (1)
    
    No warrants were outstanding under these plans as of January 3, 2010. Description of Benefit Plans
 2004 Stock Incentive Plan
   2003 Equity Incentive Plan
   85




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##### Table of Contents



1995 Equity Participation Plan
  COMSYS Annual Incentive Plan
  Old COMSYS 2004 Management Incentive Plan
  401(k) Plans
      86




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##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Person Transactions
 Review and Approval of Related Person Transactions
 provided however
 Related Person Transactions
   Registration Rights Agreements
      87




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##### Table of Contents



Director Independence
 Board of Directors
  Name
    
    Matter ConsideredElias Sabo
    
    Staffing services purchased by us
from Venturi Staffing Partners in
the normal course of businessFrederick Eubank and Courtney
McCarthy
    
    Staffing services provided to
Wachovia in the normal course of
business
 Audit Committee
  Compensation Committee
   Governance and Nominating Committee
   88




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##### Table of Contents



ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
   January 3,
    
    
    December 28,2010
    
    
    2008Audit fees
    
    $
    1,280,187
    
    
    $
    1,194,255Audit-related services
    
    
    
    
    
    
    3,000Tax fees
    
    
    12,909
    
    
    
    56,914All other fees
    
    
    
    
    
    
    Total fees
    
    $
    1,293,096
    
    
    $
    1,254,169
 
    
    Audit Feesfees for audit services, which relate to the fiscal year consolidated audits
for 2009 and 2008, the review of the financial statements included in our quarterly reports
on Form 10-Q for the first three fiscal quarters of 2009 and 2008 and related earnings
releases, and other services that are normally provided by the independent registered
public accounting firm in connection with our statutory and regulatory filings.
    
    Audit-Related Servicesfees for audit-related services, which consist of assurance and
related services in connection with acquisitions and the audit of our employee benefit
plans.
    
    Tax Servicesfees for tax services, consisting of tax compliance services and tax
planning and advisory services.
   
 PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    The following documents are filed as part of this Annual Report on Form 10-K:
 1.
    
    Financial Statements:Report of Independent Registered Public Accounting FirmConsolidated Balance SheetsAs of January 3, 2010 and December 28, 2008Consolidated Statements of OperationsYears ended January 3, 2010, December 28, 2008 and
December 30, 2007Consolidated Statements of Comprehensive Income (Loss)Years ended January 3, 2010, December
28, 2008
and December 30, 2007Consolidated Statements of Stockholders EquityYears ended January 3, 2010, December 28,
2008 and
December 30, 2007Consolidated Statements of Cash FlowsYears ended January 3, 2010, December 28, 2008 and
December 30, 2007Notes to Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm2.
    
    Financial Statement Schedules: Schedules not filed herewith are either not applicable,
the information is not material or the information is set forth in the Consolidated
Financial Statements or notes thereto.3.
    
    Exhibits: The exhibits identified in the accompanying Exhibit Index are filed with
this report or incorporated herein by reference. Exhibits designated with an * are
attached. Exhibits designated with a + are identified as management contracts or
compensatory plans or arrangements. Exhibits previously filed as indicated below are
incorporated by reference.
 89




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##### Table of Contents



SIGNATURES
  Date:  March 1, 2010
    COMSYS IT PARTNERS, INC.By:
    /s/ Amy BobbittName:
    Amy BobbittTitle:
    Senior Vice President and 
Chief Accounting Officer POWER OF ATTORNEY
   /s/ Larry L. Enterline

Larry L. Enterline
    
    Chief Executive Officer and Director
(principal executive officer)/s/ Amy Bobbitt

Amy Bobbitt
    
    Senior Vice President and Chief Accounting Officer
(principal financial and accounting officer)/s/ Frederick W. Eubank II

Frederick W. Eubank II
    
    Director/s/ Courtney R. McCarthy

Courtney R. McCarthy
    
    Director/s/ Victor E. Mandel

Victor E. Mandel
    
    Director/s/ Robert Z. Hensley

Robert Z. Hensley
    
    Director/s/ Robert Fotsch

Robert Fotsch
    
    Director/s/ Elias J. Sabo

Elias J. Sabo
    
    Director
  90




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##### Table of Contents



INDEX TO EXHIBITS
 Incorporated by ReferenceExhibit
    
    
    
    
    
    ExhibitNumber
    
    Exhibit Description
    
    Form
    
    Number
    
    Filing Date2.1
    
    
    Agreement and Plan of Merger, dated as of February 1, 2010, among Comsys IT Partners, Inc., Manpower Inc., and Taurus Merger Sub, Inc.
    
    8-K
    
    
    2.1
    
    
    February 2, 20102.2
    
    
    Tender and Voting Agreement, dated as of February 1, 2010, among Manpower Inc., and the persons
listed on Schedule I attached thereto.
    
    8-K
    
    
    2.2
    
    
    February 2, 20103.1
    
    
    Amended and Restated Certificate of Incorporation of COMSYS IT Partners, Inc.
    
    8-K
    
    
    3.1
    
    
    October 4, 20043.2
    
    
    Amended and Restated Bylaws of COMSYS IT Partners, Inc.
    
    8-K
    
    
    3.2
    
    
    October 4, 20043.3
    
    
    First Amendment to the Amended and Restated Bylaws of COMSYS IT Partners, Inc.
    
    8-K
    
    
    3.1
    
    
    May 4, 20054.1
    
    
    Registration Rights Agreement, dated as of September 30, 2004, between COMSYS IT Partners, Inc. and
certain of the old COMSYS Holdings stockholders party thereto
    
    8-A/A
    
    
    4.2
    
    
    November 2, 20044.2
    
    
    Amendment No. 1 to Registration Rights Agreement dated April 1, 2005 between COMSYS IT Partners, Inc.,
and certain of the old COMSYS Holdings stockholders party thereto
    
    10-Q
    
    
    4.2
    
    
    May 6, 20054.3
    
    
    Amended and Restated Registration Rights Agreement, dated as of September 30, 2004, between COMSYS IT
Partners, Inc. and certain of the old Venturi stockholders party thereto
    
    8-A/A
    
    
    4.3
    
    
    November 2, 20044.4
    
    
    Amendment No. 1 to Amended and Restated Registration Rights Agreement dated April 1, 2005 between
COMSYS IT Partners, Inc., and certain of the old Venturi stockholders party thereto
    
    10-Q
    
    
    4.4
    
    
    May 6, 20054.7
    #
    
    Common Stock Purchase Warrant dated as of April 14, 2003, issued by the Company in favor of BNP Paribas
    
    8-K
    
    
    99.16
    
    
    April 25, 20034.8
    
    
    Specimen Certificate for Shares of Common Stock
    
    10-K
    
    
    4.6
    
    
    April 1, 200510.1
    
    
    Credit Agreement dated as of December 14, 2005, among COMSYS Services LLC, COMSYS Information
Technology Services, Inc. and Pure Solutions, Inc., as borrowers, COMSYS IT Partners, Inc. and PFI
LLC, as guarantors, COMSYS Services LLC acting in its capacity as borrowing agent and funds
administrator for the borrowers, Merrill Lynch Capital, as administrative agent, a lender, sole
bookrunner and sole lead arranger, ING Capital LLC, as co-documentation agent and as a lender, Allied
Irish Banks PLC, as co-documentation agent and as a lender, GMAC Commercial Finance LLC, as
syndication agent and as a lender, and the lenders from time to time party thereto
    
    8-K
    
    
    10.1
    
    
    December 15, 200510.1
    a
    
    Consent and First Amendment to Credit Agreement, dated as of March 31, 2006, among COMSYS Services
LLC, COMSYS Information Technology Services, Inc. and Pure Solutions, Inc., as borrowers, COMSYS IT
Partners, Inc. and PFI LLC, as guarantors, COMSYS Services LLC, acting in its capacity as borrowing
agent and funds administrator for the borrowers, Merrill Lynch Capital, as administrative agent, a
lender, sole bookrunner and sole lead arranger, ING Capital LLC, as co-documentation agent and as a
lender, Allied Irish Banks PLC, as co-documentation agent and as a lender, GMAC Commercial Finance
LLC, as syndication agent and as a lender, and the lenders from time to time party thereto
    
    8-K
    
    
    10.1
    
    
    September 15, 200610.1b
    
    
    Consent, Waiver and Second Amendment to Credit Agreement, dated as of September 15, 2006, among COMSYS
Services LLC, COMSYS Information Technology Services, Inc. and Pure Solutions, Inc., as borrowers,
COMSYS IT Partners, Inc., PFI LLC and COMSYS IT Canada, Inc. as guarantors, COMSYS Services LLC,
acting in its capacity as borrowing agent and funds administrator for the borrowers, Merrill Lynch
Capital, as administrative agent, a lender, sole bookrunner and sole lead arranger, ING Capital LLC,
Allied Irish Banks PLC, and BMO Capital Markets Financing, Inc., as co-documentation agents and as
lenders, GMAC Commercial Finance LLC, as syndication agent and as a lender, and the lenders from time
to time party thereto
    
    8-K
    
    
    10.2
    
    
    September 15, 2006
  91




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    ExhibitNumber
    
    Exhibit Description
    
    Form
    
    Number
    
    Filing Date10.1c
    
    
    Consent and Third Amendment to Credit Agreement, dated as of December 15, 2006, among COMSYS Services
LLC, COMSYS Information Technology Services, Inc. and Pure Solutions, Inc., as borrowers, COMSYS IT
Partners, Inc., PFI LLC and COMSYS IT Canada, Inc., as guarantors, COMSYS Services LLC, acting in its
capacity as borrowing agent and funds administrator for the borrowers, Merrill Lynch Capital, as
administrative agent, a lender, sole bookrunner and sole lead arranger, ING Capital LLC, Allied Irish
Banks PLC and BMO Capital Markets Financing, Inc., as co-documentation agents and as lenders, GMAC
Commercial Finance LLC, as syndication agent and as a lender, and the lenders from time to time party
thereto
    
    8-K
    
    
    10.1
    
    
    December 18, 200610.1d
    
    
    Consent and Fourth Amendment to Credit Agreement, dated as of March 15, 2007, among COMSYS Services
LLC, COMSYS Information Technology Services, Inc. and Pure Solutions, Inc., as borrowers, COMSYS IT
Partners, Inc., PFI LLC and COMSYS IT Canada, Inc., as guarantors, COMSYS Services LLC, acting in its
capacity as borrowing agent and funds administrator for the borrowers, Merrill Lynch Capital, as
administrative agent, a lender, sole bookrunner and sole lead arranger, ING Capital LLC, Allied Irish
Banks PLC and BMO Capital Markets Financing, Inc., as co-documentation agents and as lenders, GMAC
Commercial Finance LLC, as syndication agent and as a lender, and the lenders from time to time party
thereto
    
    10-Q
    
    
    10.1
    
    
    May 9, 200710.1e
    
    
    Consent and Fifth Amendment to Credit
Agreement, dated as of May 31, 2007,
among COMSYS Services LLC, COMSYS
Information Technology Services, Inc.
and Pure Solutions, Inc., as borrowers,
COMSYS IT Partners, Inc., PFI LLC,
COMSYS IT Canada, Inc. and Econometrix,
LLC, as guarantors, COMSYS Services LLC,
acting in its capacity as borrowing
agent and funds administrator for the
borrowers, Merrill Lynch Capital, as
administrative agent, a lender, sole
bookrunner and sole lead arranger, ING
Capital LLC, Allied Irish Banks PLC and
BMO Capital Markets Financing, Inc., as
co-documentation agents and as lenders,
GMAC Commercial Finance LLC, as
syndication agent and as a lender, and
the lenders from time to time party
thereto
    
    10-Q
    
    
    10.1
    
    
    August 10, 200710.1f
    
    
    Consent and Sixth Amendment to Credit
Agreement, dated as of December 12,
2007, among COMSYS Services LLC, COMSYS
Information Technology Services, Inc.
and Pure Solutions, Inc., as borrowers,
COMSYS IT Partners, Inc., PFI LLC,
COMSYS IT Canada, Inc., Econometrix,
LLC, and Plum Rhino Consulting, LLC, as
guarantors, COMSYS Services LLC, acting
in its capacity as borrowing agent and
funds administrator for the borrowers,
Merrill Lynch Capital, as administrative
agent, a lender, sole bookrunner and
sole lead arranger, ING Capital LLC,
Allied Irish Banks PLC and BMO Capital
Markets Financing, Inc., as
co-documentation agents and as lenders,
GMAC Commercial Finance LLC, as
syndication agent and as a lender, and
the lenders from time to time party
thereto
    
    10-K
    
    
    10.1f
    
    
    March 12, 200810.1g
    
    
    Consent and Seventh Amendment to Credit
Agreement, dated as of December 19,
2007, among COMSYS Services LLC, COMSYS
Information Technology Services, Inc.
and Pure Solutions, Inc., as borrowers,
COMSYS IT Partners, Inc., PFI LLC,
COMSYS IT Canada, Inc., Econometrix,
LLC, and Plum Rhino Consulting, LLC, as
guarantors, COMSYS Services LLC, acting
in its capacity as borrowing agent and
funds administrator for the borrowers,
Merrill Lynch Capital, as administrative
agent, a lender, sole bookrunner and
sole lead arranger, ING Capital LLC,
Allied Irish Banks PLC and BMO Capital
Markets Financing, Inc., as
co-documentation agents and as lenders,
GMAC Commercial Finance LLC, as
syndication agent and as a lender, and
the lenders from time to time party
thereto
    
    10-K
    
    
    10.1g
    
    
    March 12, 200810.1h
    
    
    Consent and Eighth Amendment to Credit
Agreement, dated as of June 13, 2008,
among COMSYS Services LLC, COMSYS
Information Technology Services, Inc.,
Pure Solutions, Inc., Plum Rhino
Consulting, LLC, Praeos Technologies,
LLC, and TWC Group Consulting, LLC, as
borrowers, COMSYS IT Partners, Inc., PFI
LLC, COMSYS IT Canada, Inc.,
Econometrix, LLC, as guarantors, COMSYS
Services LLC, acting in its capacity as
borrowing agent and funds administrator
for the borrowers, GE Business Financial
Services, Inc., as administrative agent,
a lender, sole bookrunner and sole lead
arranger, ING Capital LLC, Allied Irish
Banks PLC and BMO Capital Markets
Financing, Inc., as co-documentation
agents and as lenders, GMAC Commercial
Finance LLC, as syndication agent and as
a lender, and the lenders from time to
time party thereto
    
    10-Q
    
    
    10.1
    
    
    August 6, 2008
  92




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    ExhibitNumber
    
    Exhibit Description
    
    Form
    
    Number
    
    Filing Date10.1

    i
    
    Consent and Ninth Amendment to Credit
Agreement, dated as of March 23, 2009,
among COMSYS Services LLC, COMSYS
Information Technology Services, Inc.,
Pure Solutions, Inc., Plum Rhino
Consulting, LLC, Praeos Technologies,
LLC, ASET International Services
Corporation, and TAPFIN LLC, as
borrowers, COMSYS IT Partners, Inc., PFI
LLC, COMSYS IT Canada, Inc.,
Econometrix, LLC, as guarantors, COMSYS
Services LLC, acting in its capacity as
borrowing agent and funds administrator
for the borrowers, GE Business Financial
Services, Inc., as administrative agent,
a lender, sole bookrunner and sole lead
arranger, ING Capital LLC, Allied Irish
Banks PLC and BMO Capital Markets
Financing, Inc., as co-documentation
agents and as lenders, GMAC Commercial
Finance LLC, as syndication agent and as
a lender, and the lenders from time to
time party thereto
    
    8-K

    
    
    10.1
    
    
    March 24, 200910.5

    
    
    Guaranty, dated as of December 14, 2005,
among COMSYS IT Partners, Inc. and PFI
LLC, as guarantors, in favor of Merrill
Lynch Capital, in its capacity as
administrative agent
    
    8-K
    
    
    10.2
    
    
    December 15, 200510.6

    
    
    Guaranty, dated as of June 15, 2006, by
COMSYS IT Canada, Inc. in favor of
Merrill Lynch Capital, in its capacity
as administrative agent
    
    8-K
    
    
    10.3
    
    
    September 15, 200610.7

    +
    
    2004 Stock Incentive Plan, as Amended
    
    Proxy Statement
    
    Appendix A
    
    April 13, 200910.8

    +
    
    2003 Equity Incentive Plan
    
    Proxy Statement
    
    Annex C
    
    June 24, 200310.9

    +
    
    Old COMSYS 2004 Management Incentive Plan
    
    10-K
    
    
    10.10
    
    
    April 1, 200510.10

    +
    
    Second Amended and Restated Employment
Agreement dated January 1, 2009, between
COMSYS IT Partners, Inc. and Michael H.
Barker
    
    10-K
    
    
    10.10
    
    
    March 11, 200910.11

    +
    
    First Amended and Restated Employment
Agreement dated January 1, 2009, between
COMSYS IT Partners, Inc. and Amy Bobbitt
    
    10-K
    
    
    10.11
    
    
    March 11, 200910.12
    +
    
    First Amended and Restated Employment Agreement dated
January 1, 2009, between COMSYS IT Partners, Inc. and
Ken R. Bramlett, Jr.
    
    10-K
    
    
    10.12
    
    
    March 11, 200910.13
    +
    
    First Amended and Restated Employment Agreement dated
January 1, 2009, between COMSYS IT Partners, Inc. and
Larry L. Enterline
    
    10-K
    
    
    10.13
    
    
    March 11, 200910.14
    +
    
    Second Amended and Restated Employment Agreement dated
January 1, 2009, between COMSYS IT Partners, Inc. and
David L. Kerr
    
    10-K
    
    
    10.14
    
    
    March 11, 200910.25
    +
    
    Form of Indemnification Agreement between COMSYS IT
Partners, Inc. and each of the Companys directors and
executive officers
    
    8-K
    
    
    10.1
    
    
    May 4, 200521.1
    *
    
    List of Subsidiaries of the Company23.1
    *
    
    Consent of Independent Registered Public Accounting Firm24.1
    *
    
    Power of Attorney (included on signature page)31.1
    *
    
    Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
    *
    
    Certification of Chief Accounting Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232
    *
    
    Certification of Chief Executive Officer and Chief Accounting
Officer pursuant to 18 U.S.C. Section 1350, as adopted,
pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
 #
    
    This exhibit is substantially identical to Common Stock Purchase Warrants issued by the
Company on the same date to each of Bank of America, N.A. and Bank One, N.A., and to Common Stock
Purchase Warrants, reflecting a transfer of a portion of such Common Stock Purchase Warrants,
issued by the Company (i) as of the same date to each of Inland Partners, L.P., Links Partners
L.P., MatlinPatterson Global Opportunities Partners L.P. and R2 Investments, LDC and (ii) on
August 6, 2003 to Mellon HBV SPV LLC.  93