the Company for the entire bonus period based on theportion of the bonus period the Executive was employed bythe Company. Any such prorated bonus will be determined atthe same time and in the same manner that bonuses aredetermined for other participants in the Company BonusPlan upon completion of such bonus period and paymentswill be made at the time specified in Exhibit B. In noevent will any portion of the Bonus Potential be deemed tohave been earned by the Executive if the Executive resignsother than for Good Reason or if the Employment isterminated for Cause.**2.6** **Cause:**As used in this Agreement: (a) The terms “Cause,” “for cause” or “with cause” (in upper or lower case) meanonly one or more of the following except as excluded by subparagraph (b): (1) theExecutive’s conviction of a felony; (2) the Executive’s willful, material andirreparable breach of this Agreement (other than for reason of illness or disability)or any other agreement or contract between the Executive and the Company or any of itssubsidiaries; (3) the Executive’s gross negligence in the performance of, orintentional nonperformance of or inattention to, the Executive’s material duties andresponsibilities hereunder, continuing for thirty (30) days after receipt of writtennotice of need to cure the same; or (4) the Executive’s willful dishonesty or financialdishonesty, moral turpitude, fraud, theft or material misconduct with respect to thebusiness or affairs of the Company or any of its subsidiaries.  (b) The terms “Cause,” “for cause,” and “with cause” (in upper or lower case) shallnot include any of the following: (1) bad judgment; (2) negligence other than grossnegligence; (3) any act or omission that was based upon (i) authority given pursuant toa resolution duly adopted by the Board, (ii) instructions of the Board or any committeethereof or the chief executive officer of the Company or (iii) the advice of counselfor the Company; or (4) any act or omission that the Executive believed in good faithto have been in the interest of the Company, without intent of the Executive to gaintherefrom, directly or indirectly, a personal profit to which he was not legallyentitled.**2.7** **Change of Control**is defined in Section 10.2. **2.8** **COBRA**means the Consolidated Omnibus Budget Reconciliation Act, as the same may be amendedfrom time to time, or any successor statute, together with any applicable regulations ineffect at the time in question. **2.9** **Company Bonus Plan**refers to the plan that provides for incentive-based annual corporatebonuses for all Senior Executives, or such other bonus plan as the Company may from time totime adopt for its Senior Executives in its sole discretion, for providing suchincentive-based annual bonuses. The Company Bonus Plan shall establish the bonus criteria forthe Company and/or the Executive required for specified bonus payment percentages to beearned. Any such employee-performance criteria which the Company makes applicable to theExecutive shall be consistent with the Executive’s Position. The Executive’s Bonus Plan isattached as Exhibit B.
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**2.10** **Company Group**means COMSYS IT Partners, Inc. and its subsidiaries. **2.11** **Company’s Business**is intentionally defined broadly in view of the Executive’s seniorposition with the Company; it means (1) any business engaged in by the Company Group duringthe Executive’s Employment, or (2) any other business as to which the Company Group has madedemonstrable preparation to engage in during such Employment and (i) in which preparation theExecutive materially participated, or (ii) concerning which preparation the Executive hadaccess to Confidential Information. **2.12** **Confidential Information**means information of any Company Business that the Executive learnsin the course of the Employment, including but not limited to the information described inSection 8.1, other than information which the Executive can show: (i) was in the Executive’spossession or within the Executive’s knowledge before the Employment; or (ii) is or becomesgenerally known to persons who could take economic advantage of it, other than officers,directors, and employees of the Company, without breach of an obligation to the Company; or(iii) the Executive obtained from a party having the right to disclose it without violation ofan obligation to the Company; or (iv) is required to be disclosed pursuant to legal process(e.g., a subpoena), provided that the Executive notifies the Company immediately uponreceiving or becoming aware of the legal process in question. **2.13** **Day,**in upper or lower case, means a calendar day except as otherwise stated. **2.14** **Effective Date**is defined in Section 5.1. **2.15** **Employment**means the Executive’s employment with the Company. **2.16** **Exchange Act**means the Securities Exchange Act of 1934, as amended. **2.17** **Good Reason**means the occurrence of any one or more of the following events without theExecutive’s express prior written consent (see also the notice-and-cure provision in thedefinition of Resignation for Good Reason): (a) (1) removal by the Board of the Executive from the Position; (2) a materialdiminution in the Executive’s Position, duties, or responsibility from that held by theExecutive immediately prior to such change; or (3) the assignment by the Company to theExecutive of duties that are materially inconsistent with the Executive’s Position;  (b) the Company’s requiring the Executive to be permanently based (meaningrequiring the Executive to perform a majority of his duties for a period of more than30 days) anywhere other than within 50 miles of the Executive’s job location at thetime that the directive for such relocation is made by the Company;  (c) any Reduction in the Executive’s Base Salary, Bonus Potential, or othercompensation (including without limitation any Reduction of any non-contingent bonus orincentive compensation for which the Executive is eligible);
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 (d) failure to provide the Executive with any Benefit for which the Executive iseligible under the Benefit plan’s requirements (and, if such Benefit in question isoptional, which the Executive has elected to receive);  (e) any failure of the Company to fulfill its material obligations under thisAgreement or under any stock or stock option agreement, change of control agreement,bonus, benefit or incentive plan or other agreement between the Executive and theCompany (the Company’s failure to fulfill obligations addressed in subsections (a)through (d) shall be governed by those subsections and not subsection (e));  (f) failure of the Company to provide or maintain a Company Bonus Plan whereby theExecutive may earn a bonus as set forth in Section 4.2; or  (g) any purported termination by the Company of the Employment other than asexpressly permitted by this Agreement.**2.18** **Group**is defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, asamended. **2.19** **Merger Transaction**means a merger, consolidation or reorganization of the Company with orinto any other Person or Group, other than the Permitted Holders. **2.20** **On-Target Performance**means the point at which the requirements under the Company Bonus Plannecessary for a full payout of the Bonus Potential have been achieved. **2.21** **Permitted Holders**means Wachovia Investors, Inc. and its affiliates. **2.22** **Person**is defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, asamended. **2.23** **Position**means the area of responsibility so identified in Exhibit A, Schedule 1. If theCompany in its sole discretion increases the Executive’s area of responsibility, then suchincreased area of responsibility shall be deemed the Position for all purposes hereunder. **2.24** **Principal Operating Offices**means Houston, Texas, or such other location of the Company’sheadquarters from time to time. **2.25** **Reduction,**as applied to any aspect of the Executive’s compensation or benefits, means anyexclusion, discontinuance without comparable replacement, diminution, or reduction in the sameas in effect immediately prior to such exclusion, discontinuance, diminution, or reduction. **2.26** **Resign for Good Reason or Resignation for Good Reason**means that all of the following occur: (a) the Executive notifies the Company in writing, in accordance with the noticeprovisions of this Agreement, of the occurrence of one or more events constituting GoodReason hereunder;
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 (b) the Company fails to revoke, rescind, cancel, or cure the event (or if morethan one, all such events) that was the subject of the notification under subparagraph(a) within thirty (30) days after such notice; and  (c) within ten (10) business days after the end of the thirty-day period describedin subparagraph (b), the Executive delivers to the Company a notice of resignation inaccordance with this Agreement.**2.27** **Sale Transaction**means a sale, lease, exchange or other transfer of all or substantially allthe assets of the Company and its consolidated subsidiaries to any other Person, other thanthe Permitted Holders. **2.28** **Schedule 1**means Schedule 1 set forth at the end of this Agreement in Exhibit A. **2.29** **Senior Executives**means those officers of the Company who are designated executive officersfrom time to time. **2.30** **Severance Benefits**means the post-employment compensation and benefits to be provided to theExecutive by the Company as set forth in Section 6. **2.31** **Severance Payment**is defined in Section 6.1. **2.32** **Special Severance Benefits**is defined in Section 10.1. **2.33** **Special Severance Payment**is defined in Section 10.1. **2.34** **Termination Date**means the effective date of the Executive’s termination of Employment withthe Company Group. For purposes of this Agreement, whether a termination of Employment hasoccurred shall be determined consistent with the requirements of Section 409A of the Code andthe Company’s administrative policies, including, when applicable, the COMSYS 409A Policy. **2.35** **Tribunal**means court, or other body of competent jurisdiction that is deciding a matterrelating to this Agreement. **2.36** **Voting Stock**means shares of capital stock of the Company the holders of which are entitledto vote for the election of directors, but excluding shares entitled to so vote only upon theoccurrence of a contingency unless that contingency shall have occurred. **3.** **EMPLOYMENT.** **3.1** *Position.*Subject to the terms and conditions hereinafter set forth, the Company herebyagrees to employ the Executive, and the Executive hereby agrees to serve the Company, at theoffice and in the Position referred to in Exhibit A, Schedule 1. (a) The Executive will (i) devote his full time, attention, and energies to thebusiness of the Company and will diligently and to the best of his ability perform allduties incident to his Employment hereunder; (ii) use his best efforts to promote the
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   interests and goodwill of the Company; and (iii) perform such other dutiescommensurate with the Position as the Board may from time-to-time assign to theExecutive.  (b) The Executive shall obtain the written consent of the Board prior to serving oncorporate, civic or charitable boards or committees. This Section 3.1 shall not beconstrued as preventing the Executive from serving on the corporate, civic orcharitable boards or committees on which he currently serves, as listed on Exhibit C;provided that in no event shall any such service or business activity requirethe provision of substantial services by the Executive to the operations or the affairsof such businesses or enterprises such that the provision thereof would interfere inany respect with the performance of the Executive’s duties hereunder.**3.2** *Office Space, Equipment, etc.*The Company shall provide the Executive with office space,related facilities, equipment, and support personnel that are commensurate with the Position. **3.3** *Expense Reimbursement.* (a) The Company will timely reimburse the Executive for reasonable businessexpenses incurred by the Executive in connection with the Employment in accordance withthe Company’s then-current policies no later than seventy-five (75) days following thedate on which the Executive incurs such expense(s).  (b) Without limiting Section 2.17(b) (Good Reason includes relocation withoutconsent), or this Section 3.3, if the Company determines that the Executive shall berelocated, then the Company shall, in connection with such relocation, pay or reimbursethe Executive for all reasonable moving expenses incurred by the Executive, inaccordance with the Company’s then-current policies, no later than seventy-five (75)days following the date on which the Executive incurs such expense(s).**4.** **COMPENSATION AND BENEFITS DURING EMPLOYMENT.**During the Employment, the Company shall providecompensation and benefits to the Executive as follows: **4.1** *Base Salary.*The Company shall pay the Executive a base salary at a rate (before deductions,e.g., for employee-paid insurance premiums; deferrals, e.g., for flex-plan contributions; andwithholding) not less than the Base Salary rate set forth in Exhibit A, Schedule 1. If theCompany in its sole discretion increases the Executive’s base salary, then such increasedsalary shall be deemed the Base Salary for all purposes hereunder. All salary payments shallbe made in accordance with the normal payroll practices of the Company but in no less thanequal semi-monthly installments, less withholding or deductions required by law or agreed toby the Executive. **4.2** *Annual Bonus.*In addition to the Base Salary, the Executive will participate in theCompany’s Bonus Plan. Executive will be paid his Bonus Potential Earned pursuant to
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  the terms of the Company Bonus Plan. A copy of Executive’s Bonus Plan is attached as ExhibitB. **4.3** *Benefits.*The Executive shall, upon satisfaction of legal or applicable third-party providereligibility requirements with respect thereto, be entitled to participate in all Benefits nowor hereafter in effect or that are hereafter made available to the Company’s employeesgenerally. The previous sentence shall not be construed as limiting the Company’s right, inits sole discretion, to add to, reduce, modify, or eliminate any such Benefit. In addition,the Company shall maintain for the Executive any specific benefits set forth in Exhibit A,Schedule 1. **4.4** *Vacation; Holidays; Sick Leave.*During the Employment, the Executive shall be entitled tosick leave, holidays, and an annual vacation (included within the Company’s Paid Time OffPolicy (“**PTO**”)), all in accordance with the regular policy of the Company for its SeniorExecutives (but in no event less than the minimum annual vacation set forth in Exhibit A,Schedule 1), during which time his compensation and benefits shall be paid or provided infull. **4.5** *Annual Compensation Review.*At least annually during the Employment, the Company shall reviewwith the Executive the Base Salary, the Bonus Potential, and all other forms of compensation,which the Executive is then receiving (or, in the case of contingent compensation, for whichthe Executive is a participant in the applicable plan). The Base Salary and Bonus Potentialmay be increased (but not decreased) from time to time as determined by the Company’s Board orthe Compensation Committee thereof. Any increase in Base Salary shall not limit or reduce anyother obligation of the Company to the Executive under this Agreement. The Base Salary andBonus Potential may not be decreased without the Executive’s express prior written consent. **4.6** *Equity.*Additional awards of securities under the COMSYS IT Partners, Inc. Amended andRestated 2004 Stock Incentive Plan (or any successor equity incentive plans) competitive withindustry standards for executives in like positions shall be made subject to the discretion ofthe Compensation Committee of the Board. **5.** **TERMINATION OF EMPLOYMENT** **5.1** *Term of Agreement.*The term of the Employment shall commence on the date hereof (the**“Effective Date”**) and continue to December 31, 2009 (the **“Original Term”**) and renewautomatically for successive one-year terms (each, a **“Renewal Term”**) unless notice ofnon-renewal is given by either party to the other party at least six months prior to the endof the Original Term or any Renewal Term (the **“Expiration Date”**)**;**provided that the Employmentmay also be terminated prior to such Expiration Date (i) by the Executive for any reason,including Good Reason, (ii) by the Company with Cause, (iii) by the Company without Cause or(iv) by the Company upon the Disability or death of the Executive. In the event that (i) theCompany does not renew the Agreement at the end of the Original Term or any Renewal Term, (ii)the Company terminates Employment prior to the Expiration Date without Cause, (iii) theExecutive terminates Employment prior to the Expiration Date for Good Reason, or (iv) thedeath or Disability of the Executive, the
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  Executive shall be entitled to receive Severance Benefits pursuant to Section 6 of thisAgreement. **5.2** *Termination in the Event of Disability.*In the event of the incapacity of the Executive, byreason of mental or physical disability to perform his material duties hereunder, for a periodof 120 consecutive days or 180 non-consecutive days during any twelve (12) month period, asreasonably determined by the Board or as certified by a qualified physician selected by theBoard (collectively, “Disability”), the Company may terminate the Executive’s Employmenteffective upon written notice to the Executive. Prior to the termination of Executive’sEmployment pursuant to this Section 5.2, during any period that the Executive fails to performhis full-time duties with the Company as a result of incapacity due to physical or mentalillness, he shall continue to receive his Base Salary, Bonus and other benefits providedhereunder, less the amount of any disability benefits received by the Executive during suchperiod under any disability plan or program sponsored by the Company. **5.3** *Notice of Resignation; Waiver of Notice Period.*If the Executive resigns from the Company,the Executive will give the Company at least four (4) weeks’ prior notice of resignation. TheCompany may in its discretion waive any notice period stated in the Executive’s notice ofresignation, in which case the Termination Date of the Employment will be the date of suchwaiver. **5.4** *No Termination of Agreement Per Se.*Termination of the Employment will not terminate thisAgreement per se; to the extent that either party has any right under applicable law toterminate this Agreement, any such termination of this Agreement shall be deemed solely to bea termination of the Employment without affecting any other right or obligation hereunderexcept as provided herein in connection with termination of the Employment. **5.5** *Transition of Email, Correspondence, etc*. If the Employment is terminated by either theExecutive or the Company, the Company will provide reasonable cooperation in (i) permittingthe Executive to copy or remove the Executive’s personal files (not including CompanyConfidential Information) from the Executive’s computer and office, and (ii) arranging for anypersonal emails or phone messages to be forwarded to the Executive for a reasonable period oftime after such termination (not to exceed sixty (60) days). **5.6** *Payments Following Termination.*(a) If the Employment is terminated for any reason, either by the Company or by theExecutive’s resignation, then the Company shall pay the Executive the following amounts aspart of the Company’s next regular payroll cycle but in no event later than thirty (30) daysafter the Termination Date, to the extent that the same have not already been paid:(i) any and all salary and vacation pay earned through the Termination Date; and(ii) any reimbursable expenses properly reported by the Executive.(b) Unless the Executive resigns without Good Reason or the Employment is terminated forCause, then the Company shall pay any applicable prorated Bonus Potential
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Earned for the bonus period in which such termination occurs at the time specified in ExhibitB.**6.** **SEVERANCE BENEFITS UPON CERTAIN TERMINATIONS** **6.1** *Severance Payment.*If (1) the Company does not renew the Agreement at the end of the OriginalTerm or any Renewal Term, (2) the Employment is terminated by the Company other than forCause, (3) the Executive resigns for Good Reason, (4) the Executive is terminated due to aDisability pursuant to Section 5.2 of this Agreement or (5) the Executive dies, then: (a) the Company shall pay to the Executive, if living, an amount equal to one and ahalf (1.5) times the highest Base Salary in effect (i) during the 12 months immediatelyprior to the Termination Date or (ii) during the Employment, if the Employment haslasted less than 12 months;  (b) in addition to the severance provided in Section 6.1(a), the Executive shallalso receive one (1.0) times (1) the average Bonus Potential Earned by the Executivefor the two (2) years ending prior to the Termination Date (the payments provided insubsections (a) and (b) are collectively referred to as the **“Severance Payment”**)**;**  (c) if the Employment is terminated (i) by the Company in the event of Executive’sDisability, (ii) upon the Executive’s death, or (iii) upon a Change of Control, theSeverance Payment shall be paid in cash or immediately-available funds, in a lump sumwithin ten (10) business days following the Termination Date; provided*,*however, if the Employment is terminated by the Company in the event ofExecutive’s Disability, any Severance Payment owed to the Executive under this Section6.1 shall be offset by any amount paid to the Executive pursuant to any disabilityinsurance policy for which the Company has paid the premiums;  (d) if the Employment is terminated (i) by the Company without Cause (includingnon-renewal of the Agreement at the end of the Original Term or any Renewal Term) or(ii) by the Executive for Good Reason, the Executive shall be entitled to receive theSeverance Payment in twenty-four (24) equal monthly installments during the two-yearperiod following the Termination Date, commencing as soon as administrativelypracticable, but no later than seventy-five (75) days, following the Termination Date;  (e) if the Executive is not living, then the Severance Payment shall be paid to theExecutive’s heir(s), assign(s), successor(s)-in-interest, or legal representative(s),in the same manner as specified in subparagraph (c); and  (f) as a condition to making any Severance Payment, the Company will require theExecutive or his legal representative(s) to first execute a release in form andsubstance satisfactory to the Company, which contains a full release of all claimsagainst the Company and certain other provisions, including but not limited to areaffirmation of the restrictive covenants in Sections 9.1 and 9.2.
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**6.2** *Continuation of Insurance and Related Benefits.*If (1) the Company does not renew theAgreement at the end of the Original Term or any Renewal Term, (2) the Employment isterminated by the Company other than for Cause, (3) the Executive resigns for Good Reason, (4)the Executive is terminated due to a Disability pursuant to Section 5.2 of this Agreement or(5) the Executive dies, then: (a) The Company shall, to the greatest extent permitted by applicable law and theterms and conditions of the applicable insurance or benefit plan, maintain theExecutive (if living) and the Executive’s dependents as participants in the health,dental and similar benefit plans offered to (and on the same terms as) other SeniorExecutives until the 42-month anniversary of the Termination Date, and in the life,accident and disability insurance plans offered to (and on the same terms as) otherSenior Executives until the 24-month anniversary of the Termination Date.  (b) To the extent that applicable law or the terms and conditions of the applicableinsurance or benefit plan do not permit the Company to comply with subparagraph (a),the Company shall reimburse the Executive (if living) and the Executive’s dependents,for all expenses incurred by any of them in maintaining the same levels of coverageunder COBRA, to the extent applicable, for the applicable COBRA continuation coverageperiod, but solely to the extent that such expenses exceed the deduction or amount thatwould have been required to be paid by the Executive for such coverage if theEmployment had not been terminated. Following the applicable COBRA continuationcoverage period, if any, the Company shall provide the Executive (if living) and theExecutive’s dependents with substantially similar levels of coverage under anindividual or group policy for the duration of the time period specified insubparagraph (a).  (c) If Employment is terminated by the Executive’s death, or if the Executive diesbefore the expiration of the Company’s obligation under this Section 6.2, then theCompany shall to the greatest extent permitted by applicable law and the terms andconditions of the applicable insurance or benefit plan, continue to maintain coveragefor the Executive’s dependents under all insurance plans referred to in this Section6.2 for which such dependents had coverage *as*of the date of the Executive’s death, atthe same coverage levels and for the same period of time *as*would have been requiredhad the Executive not died.**6.3** *D&O Insurance and Indemnification.*Through at least the sixth anniversary of the TerminationDate, the Company shall maintain coverage for the Executive as a named insured on alldirectors’ and officers’ insurance maintained by the Company for the benefit of its directorsand officers on at least the same basis as all other covered individuals and provide theExecutive with at least the same corporate indemnification as it provides to other SeniorExecutives. **6.4** *No Other Severance Benefits.*Other than as described above in Sections 6.1 and 6.2 and asdescribed below in Sections 10 and 11, the Executive shall not be entitled to any payment,benefit, damages, award or compensation in connection with termination of the Employment, byeither the Company or the Executive, except as may be expressly
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  provided in another written agreement, if any, approved by the Board and executed by theExecutive and by the Chief Executive Officer. Neither the Executive nor the Company isobligated to enter into any such other written agreement.**6.5** *No Waiver of ERISA-Related Rights.*Nothing in this Agreement shall be construed to be awaiver by the Executive of any benefits accrued for or due to the Executive under any employeebenefit plan *(*as such term is defined in the Employee Retirement Income Security Act of 1974,as amended) maintained by the Company, if any, except that the Executive shall not be entitledto any severance benefits pursuant to any severance plan or program of the Company other thanas provided herein. **6.6** *Mitigation Not Required.*The Executive shall not be required to mitigate the amount of anypayment or benefit which is to be paid or provided by the Company pursuant to this Section 6.Any remuneration received by the Executive from a third party following termination of theEmployment shall not apply to reduce the Company’s obligations to make payments or providebenefits hereunder.   **TAX WITHHOLDING.**Notwithstanding any other provision of this Agreement, the Company may withholdfrom amounts payable under this Agreement, or under any other agreement between the Executiveand the Company, all federal, state, local and foreign taxes that are required to be withheldby applicable laws or regulations. **8.** **CONFIDENTIAL INFORMATION** **8.1** Executive acknowledges that in the course of his employment by the Company, the Company hasprovided him and will continue to provide him, prior to any termination hereof, with certainConfidential Information and knowledge concerning the operations of the Company Group whichthe Company desires to protect. This Confidential Information shall include, but is notlimited to:(a) terms and conditions of and the identity of the parties to the Company Group’sagreements with its clients and suppliers, including but not limited to priceinformation;(b) management systems, policies or procedures, including the contents of relatedforms and manuals;(c) professional advice rendered or taken by the Company Group;(d) the Company Group’s own financial data, business and management information,strategies and plans and internal practices and procedures, including but notlimited to internal financial records, statements and information, cost reports orother financial information;(e) proprietary software, systems and technology-related methodologies of theCompany Group and their clients;
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(f) salary, bonus and other personnel information relating to the Company Group’spersonnel;(g) the Company Group’s business and management development plans, including but notlimited to proposed or actual plans regarding acquisitions (including the identityof any acquisition contacts), divestitures, asset sales, and mergers;(h) decisions and deliberations of the Company Group’s committees or boards; and(i) litigation, disputes, or investigations to which the Company Group may be partyand legal advice provided to Executive on behalf of the Company Group in the courseof Executive’s employment.**8.2** Executive understands that such information is confidential, and he agrees not to reveal suchinformation to anyone outside the Company so long as the confidential or secret nature of suchinformation shall continue. Executive further agrees that he will at no time use suchinformation in competing with all or any portion of the Company Group. At such time asExecutive shall cease to be employed by the Company, he will surrender to the Company allpapers, documents, writing and other property produced by him or coming into his possession byor through his employment and relating to the information referred to in this paragraph, andthe Executive agrees that all such materials will at all times remain the property of theCompany. **9.** **NONCOMPETITION AND NONSOLICITATION COVENANT** **9.1** *Noncompetition.*In return for the consideration stated in this Agreement, including thereceipt of Confidential Information by Executive and the promise of the Company to provide theExecutive with Confidential Information, the Executive agrees that, during his Employment andfor two (2) years after the termination of Employment, Executive shall not directly orindirectly possess an ownership interest in, manage, control, participate in, consult with, orrender services for any other person, firm, association or corporation, engaged in thebusiness of the Company without the prior written consent of the Company, in the United Statesor any other geographic area where the Company is conducting business, because such activitywould unavoidably and unfairly compromise the Company’s legitimate, protectable businessinterests in its Confidential Information, clients, employees, suppliers, and businessrelationships. **9.2** Executive agrees that he shall not, either directly or indirectly, during Executive’sEmployment and for two (2) years after termination of Employment, in any capacity whatsoever(either as an employee, officer, director, stockholder, proprietor, partner joint venturer,consultant or otherwise) (a) solicit, contact, call upon, communicate with, or attempt tocommunicate with any of the Company clients or potential clients for the purpose of providingservices to such client, or (b) sell any services to any client or potential client of theCompany.
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**9.3** *Nonsolicitation.*Executive agrees that he shall not directly or indirectly during Executive’sEmployment and for two (2) years after termination of Employment, through any other entity,either alone or in conjunction with any other person or entity employ, solicit, induce, orrecruit, any person employed by the Company at any time within the one (1) year periodimmediately preceding such employment, solicitation, inducement or recruitment. **9.4** For the purposes of this Agreement, “potential client” shall be defined as those entities forwhich Executive has had access to Confidential Information during his Employment, and “client”shall be defined as those entities with which the Company has conducted any business duringthe twelve (12) month period prior to termination of the Employment. For the purposes of thisAgreement, “services” shall mean activities performed by the Company at any time within theone (1) year period preceding termination of Executive’s Employment. **9.5** Executive agrees that it is his intention that any restriction contained in this section thatis determined to be unenforceable be modified by any court having jurisdiction to bereasonable and enforceable, and, as modified, to be fully enforced. **9.6** The Company will not unreasonably withhold its consent under Section 9.1 to the Executive’semployment, after the Employment, by a corporation that competes with Company, but only if,before starting the new employment, the Executive provides the Company with a document in formand substance reasonably satisfactory to the Company, signed by both the Executive and suchcorporation, containing (i) a written description of the Executive’s duties in the new job,and (ii) specific assurances that in the new job the Executive will neither use nor disclosethe Company’s Confidential Information. **9.7** Executive acknowledges and agrees that the restrictive covenants contained herein arereasonable in time, territory and scope, and in all other respects. If a Tribunal determinesthat any of the restrictions set forth in this Section 9 are unreasonably broad or otherwiseunenforceable under applicable law, then (i) such determination shall be binding only withinthe geographical jurisdiction of the Tribunal, and (ii) the restriction will not be terminatedor rendered unenforceable, but instead will be reformed (solely for enforcement within thegeographic jurisdiction of the Tribunal) to the minimum extent required to render itenforceable. **10.** **CHANGE OF CONTROL** **10.1** *Special Severance Benefits.* (a) If, during the specific time periods listed in subparagraph (b), the Employmentis terminated by any of the specific events listed there, then the Executive will beentitled to the following benefits **(“Special Severance Benefits”):** (1) all benefits that would be provided under this Agreement in theevent of a termination of the Employment without Cause by the Company, with the
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   Severance Payment paid as provided in subparagraph (c) below, instead of asprovided in Section 6 of this Agreement; and  (2) a special, additional severance payment **(“Special SeverancePayment”)**equal to one-half (.5) times the highest Base Salary in effect (i)during the 12 months immediately prior to the Termination Date or (ii) duringthe Employment, if the Employment has lasted less than 12 months. (b) The specific termination events and time periods in which the Executive will beentitled to the Special Severance Benefits are as follows: (1) the Executive’s Employment is terminated by the Company, forany reason other than Cause, at any time during the period beginning on theChange of Control date and ending at 5 pm Houston time on the date two (2)years after the Change of Control date; or  (2) the Executive Resigns for Good Reason at any time during theperiod beginning on the Change of Control date and ending at 5 pm Houston timeon the date two (2) years after the Change of Control date. (c) The Special Severance Payment and the Severance Payment required by thisAgreement shall be made to the Executive, in cash or immediately-available funds, in alump sum within ten (10) business days following the Termination Date.  (d) Payments pursuant to this Agreement shall not be deemed to constitute continuedemployment beyond the Termination Date.  (e) As a condition to providing the Executive with the Special Severance Benefits,the Company will require the Executive to first execute a release.**10.2** **A Change of Control**shall be deemed to have occurred if any of the following events occursafter the Effective Date: (a) The consummation of a Merger Transaction if (a) the Company is not thesurviving entity and (b) as a result of the Merger Transaction, 50 percent or less ofthe combined voting power of the then-outstanding securities of the other party to theMerger Transaction, immediately after the date of Change of Control, are held in theaggregate by the holders of Voting Stock immediately prior to the date of Change ofControl.  (b) The consummation of a Sale Transaction.  (c) Any Person, other than the Permitted Holders, becomes the Beneficial Owner,directly or indirectly, of more than 50 percent of the outstanding Voting Stock.  (d) The stockholders of the Company approve the dissolution of the Company.
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 (e) During any period of twenty-four (24) consecutive months, the replacement of amajority of the members of the Board who were members of the Board at the beginning ofsuch period, and such new members shall not have been (i) nominated or appointed to theBoard pursuant to the terms of an agreement with the Company, (ii) nominated forelection or selected as a director by a duly constituted nominating committee (or asubcommittee thereof) of the Board or (iii) approved by a vote of at least a majorityof the members of the Board then still in office who either were members of the Boardat the beginning of such period or whose election as a member of the Board was sopreviously approved.**10.3** Simultaneously with the occurrence of a Change of Control, all vesting restrictions relatedto equity awards previously made to the Executive under the Company’s Amended and Restated2004 Stock Incentive Plan (or any prior or successor equity incentive plans) shall lapse, andall such awards shall become fully vested without any requirement for further action on theExecutive’s part.
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**11.** **CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.**Anything in this Agreement to the contrarynotwithstanding, in the event it shall be determined that any payment or distribution by theCompany to or for the benefit of the Executive upon a Change of Control, whether paid orpayable or distributed or distributable pursuant to the terms of this Agreement or otherwise(a **“Payment”),**would be subject to the excise tax imposed by Section 4999 of the Code or anyinterest or penalties with respect to such excise tax (such excise tax, together with any suchinterest and penalties, are hereinafter collectively referred to as the **“Excise Tax”),**thenthe Executive shall be entitled to receive an additional payment (a **“Gross-Up Payment”)**in anamount such that after payment by the Executive of all taxes (including any interest orpenalties imposed with respect to such taxes), including any Excise Tax imposed upon theGross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the ExciseTax imposed upon the Payments. The Gross-Up Payment shall be paid to the Executive no laterthan the end of the Executive’s taxable year next following the Executive’s taxable year inwhich the Executive remits the tax payment to the appropriate taxing authority. Subject to theprovisions of this Section, all determinations required to be made hereunder, includingwhether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be madeby the Accounting Firm (at the sole expense of the Company), which shall provide detailedsupporting calculations both to the Company and the Executive within 15 business days of thedate of termination of the Executive’s employment under this Agreement, if applicable, or suchearlier time as is requested by the Company. If the Accounting Firm determines that no ExciseTax is payable by the Executive, the Accounting Firm shall furnish the Executive with anopinion that he has substantial authority not to report any Excise Tax on his federal incometax return. Any determination by the Accounting Firm shall be binding upon the Company and theExecutive. As a result of the uncertainty in the application of Section 4999 of the Code, itis possible that Gross-Up Payments may be miscalculated and may not cover the full amount ofExcise Taxes due (an **“Underpayment”)**consistent with the calculations required to be madehereunder. If the Company exhausts its remedies pursuant hereto and the Executive thereafteris required to make a payment of any Excise Tax, the Accounting Firm shall determine theamount of the Underpayment that has occurred and any such Underpayment shall be promptly paidby the Company to or for the benefit of the Executive.
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**12.** **COMPLIANCE WITH SECTION 409A OF THE INTERNAL REVENUE CODE.**To the extent applicable, it isintended that this Agreement comply with the provisions of Section 409A of the Code(hereinafter referred to as “Section 409A”). This Agreement shall be administered in a mannerconsistent with this intent, and any provision that would cause the Agreement to fail tosatisfy Section 409A shall have no force and effect until amended to comply with Section 409A.Notwithstanding any provision of this Agreement to the contrary, in the event any payment orbenefit hereunder is determined to constitute nonqualified deferred compensation subject toSection 409A, then to the extent necessary to comply with Section 409A, such payment orbenefit shall not be made, provided or commenced until six months after Executive’sTermination Date. Lump sum payments will be made, without interest, as soon asadministratively practicable following the six-month delay. Any installments otherwise dueduring the six-month delay will be paid in a lump sum, without interest, as soon asadministratively practicable following the six-month delay, and the remaining installmentswill be paid in accordance with the original schedule. For purposes of Section 409A, the rightto a series of installment payments shall be treated as a right to a series of separatepayments. Each separate payment in the series of separate payments shall be analyzedseparately for purposes of determining whether such payment is subject to, or exempt fromcompliance with, the requirements of Section 409A. **13.** **EMPLOYEE HANDBOOKS, ETC.**From time to time, the Company may, in its discretion, establish,maintain and distribute employee manuals or handbooks or personnel policy manuals, andofficers or other representatives of the Company may make written or oral statements relatingto personnel policies and procedures. The Executive will adhere to and follow all rules,regulations, and policies of the Company set forth in such manuals, handbooks, or statementsas they now exist or may later be amended or modified. Such manuals, handbooks and statementsdo not constitute a part of this Agreement nor a separate contract, and shall not be deemed asamending this Agreement or as creating any binding obligation on the part of the Company, butare intended only for general guidance. **14.** **OTHER PROVISIONS** **14.1** This Agreement shall inure to the benefit of and be binding upon (i) the Company and itssuccessors and assigns and (ii) the Executive and the Executive’s heirs and legalrepresentatives, except that the Executive’s duties and responsibilities under this Agreementare of a personal nature and will not be assignable or delegable in whole or in part withoutthe Company’s prior written consent. **14.2** All notices and statements with respect to this Agreement must be in writing and shall bedelivered by certified mail return receipt requested; hand delivery with writtenacknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices tothe Company shall be addressed to the Company’s general counsel or chief financial oraccounting officer at the Company’s then-current headquarters offices. Notices to theExecutive may be delivered to the Executive in person or to the Executive’s then-current homeaddress as indicated on the Executive’s pay stubs or, if no address is so indicated, as setforth in the Company’s payroll records. A party may
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  change its address for notice by the giving of notice thereof in the manner hereinaboveprovided.**14.3** If the Executive Resigns for Good Reason because of (i) the Company’s failure to pay theExecutive on a timely basis the amounts to which he is entitled under this Agreement or (ii)any other breach of this Agreement by the Company, then the Company shall pay all amounts anddamages to which the Executive may be entitled as a result of such failure or breach,including interest thereon at the maximum non-usurious rate and all reasonable legal fees andexpenses and other costs incurred by the Executive to enforce the Executive’s rights hereunderand the Executive will be relieved of all obligations under Section 9 (noncompetition). **14.4** This Agreement sets forth the entire present agreement of the parties concerning the subjectscovered herein except for the separate Indemnification Agreement dated April 28, 2005, and anyequity incentive award agreements between the Company and the Executive. There are nopromises, understandings, representations, or warranties of any kind concerning those subjectsexcept as expressly set forth herein or therein. **14.5** Any modification of this Agreement must be in writing and signed upon the express consent ofall parties. Any attempt to modify this Agreement, orally or in writing, not executed by allparties will be void. **14.6** If any provision of this Agreement, or its application to anyone or under any circumstances,is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity orunenforceability will not affect any other provision or application of this Agreement whichcan be given effect without the invalid or unenforceable provision or application and will notinvalidate or render unenforceable such provision or application in any other jurisdiction. **14.7** This Agreement will be governed and interpreted under the laws of the State of Texas. **14.8** No failure on the part of any party to enforce any provisions of this Agreement will act as awaiver of the right to enforce that provision. **14.9** Termination of the Employment, with or without Cause, will not affect the continuedenforceability of this Agreement. **14.10** Section headings are for convenience only and shall not define or limit the provisions ofthis Agreement. **14.11** This Agreement may be executed in several counterparts, each of which is an original. Itshall not be necessary in making proof of this Agreement or any counterpart hereof to produceor account for any of the other counterparts. A copy of this Agreement manually signed by oneparty and transmitted to the other party by FAX or in image form via email shall be deemed tohave been executed and delivered by the signing party as though an original. A photocopy ofthis Agreement shall be effective as an original for all purposes.
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By signing this Agreement, the Executive acknowledges that the Executive (1) has read andunderstood the entire Agreement; (2) has received a copy of it; (3) has had the opportunity to askquestions and consult counsel or other advisors about its terms; and (4) agrees to be bound by it.Executed and effective as of the Effective Date.         **COMSYS IT Partners, Inc.,**   **EXECUTIVE**           By:        Name:  Ken R. Bramlett, Jr.    Michael Barker  Title: Senior VP, General Counsel & Secretary
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   Exhibit A     **Schedule 1**                                      Office Charlotte, North Carolina   Position Executive Vice President — Chief Operating Officer   Base Salary $350,000   Standard Bonus Potential 60% of base salary   Minimum PTO 29 business days (which includes 7paid holidays designated by COMSYS)   Specific benefits $1,000 per month car allowance andreimbursement of club dues consistent with policy for similarly situated employees
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**Exhibit B****Annual Bonus Plan for Michael H. Barker**Except as otherwise approved in any year, Executive is eligible to receive an annual incentivebonus equal to 60% of Base Salary if 100% of the Company EBITDA Plan (as defined below) is achievedas set forth in this document (the **“Bonus Potential”).**No incentive will be provided unless aminimum of 90% of the EBITDA Plan is achieved. The incentive bonus potential increases if theEBITDA Plan is overachieved, according to the following schedule:            90% of EBITDA Plan achieved  50% of Bonus Potential     95% of EBITDA Plan achieved  75% of Bonus Potential     100% of EBITDA Plan achieved  100% of Bonus Potential     105% of EBITDA Plan achieved  150% of Bonus Potential     110% of EBITDA Plan achieved  200% of Bonus PotentialNo additional Bonus Potential will be earned for any EBITDA above 110% of EBITDA Plan.The bonus payable hereunder will be prorated between targeted achievement levels.The annual EBITDA Plan amount shall be as determined by the Board.Annual incentive bonuses will be paid by March 15 of the calendar year following the year in whichthe bonus is earned.
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Exhibit CCorporate, Civic, and Charitable Board Positions Held by ExecutiveNone
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