Exhibit 10.3.10.1


 


	
  

  	
   

  	
  Employment Contract

  



Westaff e-form Ÿ
Westaff e-form Ÿ Westaff
e-form Ÿ Westaff e-form Ÿ
Westaff e-form Ÿ Westaff
e-form Ÿ Westaff e-form


Electronic Form Template
2/03 (emp_con.dot)


 


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


 


	
  Stephen Russo

  	
   

  	
  (“you”).

  
	
  (full
  name of employee).

  	
   

  	
   

  



 


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


 


1. Duration. Your employment
shall start or continue as of 7/1/04 and shall continue thereafter until
terminated by either party giving to the other two weeks’ advance notice of
termination. However, Westaff will not obliged to give
you such advance notice if:


 


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


b. You are a
part-time employee; or


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


d.
You are terminated for misconduct, violation of this Contract or violation of
Westaff’s policies or rules as set forth in Westaff’s Employee Handbook or
otherwise made known to you.


 


2. Terminable-At-Will. You are a
“terminable-at-will” employee. You may resign at any time with or without a
reason. Likewise, Westaff may dismiss you at any time with or without cause.
You acknowledge that there are no other express or implied agreements between
you and Westaff for any specific period of employment, nor
for continuing or long-term employment.


 


3. Pay. You will be paid a
beginning salary of $ 180,000 per year or a wage of $ N/A per hour. Your pay
may be revised without impairing the effectiveness of any other provisions of
this Contract. Your pay will be paid in equal installments every two weeks.
Each pay period is distinct and severable, and your employment for part of a
pay period or part of a year will not entitle you to pay for more than the time
you actually worked. In the event your employment terminates during a pay
period, your pay will be prorated to the date of termination, and will include
earned vacation pay, if any.


 


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


 


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


 


*Vacation Accrual @ 4
weeks per year.


 


Providing Essential
Staffing Services


 





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


	
  Employee:

  	
     /s/ Stephen J. Russo

  	
   

  	
  Date:

  	
  1 July 2004

  
	
   

  	
  (signature of
  employee)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Westaff (USA), Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
     /s/ Margaret Gonzalez

  	
   

  	
  Location:

  	
     Walnut Creek, CA

  
	
   

  	
  (signature of
  Westaff representative)

  	
   

  	
   

  	
  (City, State and Westaff office number)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
         H/R Asst.
  II

  	
   

  	
   

  	
   

  
								



 





















 


FIRST AMENDMENT


TO


EMPLOYMENT CONTRACT


BY AND BETWEEN


WESTAFF (USA), INC. AND STEPHEN
RUSSO


 


The Employment Contract
dated July 1, 2004 by and between Westaff (USA), Inc. (“Westaff”) and Stephen
Russo  (“You”) is hereby amended as
follows effective August 6, 2004.


 


The following paragraph
is added to Section 3:


 


“You are eligible for transition compensation in the
event of a “Change in Control” and the “elimination of your job” as defined in
Exhibit I, attached hereto and incorporated by reference herein. The transition
compensation will be in the form of a single lump sum cash payment equivalent
to twenty-six (26) weeks of your then current pay less appropriate
withholdings, provided that you are an active regular employee at the time of
the elimination of your  job, and you
have not voluntarily terminated employment prior to the elimination of your
job. This payment is in addition to other compensation which may be provided to
you under the Westaff Transition Compensation Plan in effect at that time.”


 


All other terms and conditions of the above-referenced Employment
Contract shall remain in full force and effect unless otherwise amended herein.


 


 


EMPLOYEE:


 


	
  /s/ Stephen J. Russo

  	
   

  
	
  Stephen Russo

  
	
   

  
	
   

  
	
  WESTAFF (USA), INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Dwight S. Pedersen

  	
   

  
	
   

  	
  Dwight S. Pedersen, President and

  
	
   

  	
  Chief Executive Officer

  
			



 





















 


EXHIBIT I


TO


FIRST
AMENDMENT


TO


EMPLOYMENT CONTRACT


BY AND BETWEEN


WESTAFF (USA), INC.  AND STEPHEN RUSSO


 


1.               “Change of Control”
means:


 


a.                                       sale, lease or
disposition of substantially all of the assets of  Westaff and its parent, Westaff , Inc. (“the
Parent”);


 


b.                                      any
consolidation or merger of Westaff  and the Parent, with or into any other
corporation or other entity or person or any other corporate reorganization, in
which the stockholder of Westaff and  the
Parent immediately prior to such consolidation, merger or reorganization, own
less than 50% of Westaff’s and the Parent’s voting power immediately after such
consolidation, merger or reorganization; or


 


c.                                       any
transaction or series of related transactions to which Westaff and the Parent
is a party in  which in excess of fifty
percent (50%) of Westaff’s and the Parent’s voting power is transferred.


 


2.               “Elimination of
your job” means:


 


a.                                       within
one (1) year following a Change in Control 
your job is eliminated; and


 


b.                                      you
have not been offered a position similar in responsibility, skill requirements
and work schedule as your current position; and


 


c.                                       you
have not been offered a position for which the salary offered would require no
more than 10% reduction in your then current pay.


 





















 


SECOND AMENDMENT


TO


EMPLOYMENT CONTRACT


BY AND BETWEEN


WESTAFF (USA), INC. AND STEPHEN
RUSSO


 


The Employment Contract
dated July 1, 2004 by and between Westaff (USA), Inc. (“Westaff”) and Stephen
Russo (“You”) and amended effective August 6, 2004 is further amended effective
September 19, 2004:


 


Item 1 in Exhibit
1 to the Employment Contract (the definition of “Change of Control”) is deleted
in its entirety and replaced with the following:


 


“Change in Control” means:


 


•                  The sale, lease
or disposition of substantially all of the assets of the Westaff  (directly or indirectly) and its
parent, Westaff, Inc. (“the Parent”);


 


•                  Any
consolidation or merger of Westaff and the Parent with or into any other
corporation or other entity or person, or any other corporate reorganization,
in which the stockholders of Westaff and the Parent immediately prior to such
consolidation, merger or reorganization, own less than 50% of  Westaff’s and the Parent’s voting
power immediately after such consolidation, merger or reorganization; or


 


•                  A change in
ownership or control of Westaff or the Parent effected through any of the
following transactions:


 


(i)                                     any
transaction or series of related transactions as a result of which any person
or related group of persons initially becomes the beneficial owner (within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934), directly or
indirectly, of securities possessing more than fifty percent (50%) of the total
combined voting power of Westaff’s or the Parent’s then outstanding voting
securities.  For purposes of this
sub-paragraph, the term “person” shall exclude (i) a trustee or other fiduciary
holding securities under an employee benefit plan of the Parent or of a
subsidiary and (ii) a corporation owned directly or indirectly by the
stockholders of the Parent in substantially the same proportions as their
ownership of the common stock of the Parent;


 


(ii)                                  or
a change in the composition of the Board of the Parent over a period of
thirty-six (36) consecutive months or less such that a majority of the
Board members ceases, by reason of one or more elections for Board membership,
to be comprised of individuals who either (A) have been Board members
continuously since the beginning of such period or (B) have been elected
or nominated for election as Board members during such period by at least a
majority of the Board members described in clause (A) who were still in
office at the time such election or nomination was approved by the Board.


 


A transaction shall not constitute a Change in Control
if its sole purpose is to create a holding company that will be owned, directly
or indirectly, in substantially the same proportions by the persons who held
the Parent’s securities immediately before such transaction.


 





















 


All other terms and conditions of the above-referenced Employment
Contract shall remain in full force and effect unless otherwise amended herein.


 


 


EMPLOYEE:


 


 


	
  /s/ Stephen J. Russo

  	
   

  
	
  Stephen Russo

  
	
   

  
	
   

  
	
  WESTAFF (USA), INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Dwight S. Pedersen

  	
   

  
	
   

  	
  Dwight S. Pedersen, President and

  
	
   

  	
  Chief Executive Officer

  
			



 





















 


THIRD AMENDMENT


TO


EMPLOYMENT CONTRACT


BY AND BETWEEN


WESTAFF (USA), INC. AND STEPHEN
RUSSO


 


The Employment Contract
dated August 17, 2005 by and between Westaff (USA), Inc. (“Westaff”) and
Stephen Russo (“You”) and amended effective August 6, 2004, and amended further
effective September 19, 2004 is further amended effective August 17, 2005:


 


The following clause is
added as subparagraph d. to Exhibit 1, Item 2 to the Employment Contract, ‘“Elimination
of your job” means:’


 


d.                                      and you have not been offered a position
that would require you to travel 30 miles or less from your current primary
place of work.


 


All other terms and conditions of the above-referenced Employment
Contract shall remain in full force and effect unless otherwise amended herein.


 


 


EMPLOYEE:


 


 


	
  /s/ Stephen J. Russo

  	
   

  
	
  Stephen J. Russo

  
	
   

  
	
   

  
	
  WESTAFF (USA), INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ P. M. Newman

  	
   

  
	
   

  	
  Patricia M. Newman, President and

  
	
   

  	
  Chief Executive Officer