Exhibit 10.3.9.2


 


WESTAFF, INC.


NOTICE OF RESTRICTED STOCK AWARD


 


You have been
granted restricted shares of Common Stock of Westaff, Inc. (the “Company”)
on the following terms:


 


	
  Name of Recipient:

  	
   

  	
  Patricia Newman

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Shares Granted:

  	
   

  	
  Twenty Thousand (20,000)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fair Market Value per Share:

  	
   

  	
  $

  	
  3.22

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Fair Market Value of Award:

  	
   

  	
  $

  	
  64,400.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
  April 7,
  2005

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vesting Commencement Date:

  	
   

  	
  April 7,
  2005

  	
   

  	
   

  
							



 


Vesting Schedule:


 


(a)           5,000 shares granted will vest when
you complete 36 months of continuous service from the Vesting Commencement
Date.


 


(b)           Of the remaining 15,000 shares
granted: (i) 5,000 shares will vest at the end of the Company’s fiscal
2006 so long as you continue to be employed by the Company and meet the
performance criteria to be established by the Company’s Compensation Committee,
in its sole discretion, prior to the June 1 preceding such possible
vesting date;


 


(ii)   5,000 shares will vest at the end of the
Company’s fiscal 2007 so long as you continue to be employed by the Company and
meet the performance criteria to be established by the Company’s Compensation
Committee, in its sole discretion, prior to the June 1 preceding such
possible vesting date; and


 


(iii) 
5,000 shares will vest at the end of the Company’s fiscal 2008 so long as you
continue to be employed by the Company and meet the performance criteria to be
established by the Company’s Compensation Committee, in its sole discretion,
prior to the June 1 preceding such possible vesting date.


 


Notwithstanding
the foregoing, all of the remaining 15,000 shares granted will vest when you
complete continuous service from the Vesting Commencement Date through the end
of the Company’s fiscal 2008. 


 





















 


RESTRICTED STOCK AGREEMENT


 


By your
signature and the signature of the Company’s representative below, you and the
Company agree that these shares are granted under and governed by the terms and
conditions of the Westaff, Inc. 1996 Stock Option/Stock Issuance Plan as
amended and restated (the “Plan”) and the Restricted Stock Issuance Agreement,
both of which are attached to and made a part of this document.


 


	
  RECIPIENT:

  	
   

  	
  WESTAFF,
  INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Patricia
  Newman

  	
   

  	
   

  	
  By:

  	
  /s/ W.
  Robert Stover

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   Patricia Newman

  	
   

  	
   

  	
  Title: 

  	
  Chairman

  	
   

  
	
  Print Name

  	
   

  	
   

  
							



 





















 


WESTAFF, INC.


 


RESTRICTED STOCK ISSUANCE AGREEMENT


 


	
  Payment for
  Shares

  	
   

  	
  No payment
  is required for the shares you receive, which are being delivered as a bonus
  for past services rendered.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  The shares
  vest in installments, as shown in the Notice of Restricted Stock Award. In
  addition, the shares vest in full if:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •                  Your
  service as an employee of the Company or a subsidiary of the Company
  terminates because of death or Permanent Disability (as defined in the Plan).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •                  If
  you are terminated without Cause (as defined in your Employment Agreement
  effective as of March 16, 2005) within one year of the effective date of
  a “Change in Control,” a “Corporate Transaction,” or a “Hostile Take-Over,”
  as such terms are defined in the Plan, whichever event shall first occur
  while you are employed by the Company and notwithstanding any assumption,
  substitution or replacement of such grants in connection with such event.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No
  additional shares vest after your service as an employee of the Company has
  terminated for any reason.

  
	
   

  	
   

  	
   

  
	
  Shares
  Restricted

  	
   

  	
  Unvested
  shares will be considered “Restricted Shares,” You may not sell, transfer,
  pledge or otherwise dispose of any Restricted Shares, except as provided in
  the next sentence. With the consent of the Compensation Committee of the
  Company’s Board of Directors, you may transfer Restricted Shares to your
  spouse, children or grandchildren or to a trust established by you for the
  benefit of yourself or your spouse, children or grandchildren. A transferee
  of Restricted Shares must agree in writing on a form prescribed by the
  Company to be bound by all provisions of this Agreement.

  
	
   

  	
   

  	
   

  
	
  Forfeiture

  	
   

  	
  If your
  service as an employee of the Company terminates for any reason, then your shares
  will be forfeited to the extent that they have not vested before the
  termination date and do not vest as a result of the termination. This means
  that the Restricted Shares will immediately revert to the 

  



 





















 


	
   

  	
   

  	
  Company. You
  receive no payment for Restricted Shares that are forfeited.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company
  determines when your service terminates for this purpose.

  
	
   

  	
   

  	
   

  
	
  Leaves of
  Absence

  	
   

  	
  For purposes
  of this award, your service does not terminate when you go on a military
  leave, a sick leave or another bona fide leave
  of absence, if the leave was approved by the Company in writing and if
  continued crediting of service is required by the terms of the leave or by
  applicable law. But your service terminates when the approved leave ends,
  unless you immediately return to active work.

  
	
   

  	
   

  	
   

  
	
  Stock
  Certificates

  	
   

  	
  Your
  Restricted Shares will be held for you by the Company. After shares have
  vested, a stock certificate for those shares will be released to you.

  
	
   

  	
   

  	
   

  
	
  Voting
  Rights

  	
   

  	
  You may vote
  your shares even before they vest.

  
	
   

  	
   

  	
   

  
	
  Withholding
  Taxes

  	
   

  	
  No stock
  certificates will be released to you unless you have made acceptable
  arrangements to pay any withholding taxes that may be due as a result of this
  award or the vesting of the shares.

  
	
   

  	
   

  	
   

  
	
  Restrictions
  on Resale

  	
   

  	
  By signing
  this Agreement, you agree not to sell any shares at a time when applicable
  laws or Company policies prohibit a sale. This restriction will apply as long
  as you are an employee, consultant or director of the Company or a subsidiary
  of the Company.

  
	
   

  	
   

  	
   

  
	
  No Retention
  Rights

  	
   

  	
  Your award
  or this Agreement do not give you the right to be employed or retained by the
  Company or a subsidiary of the Company in any capacity. The Company and its
  subsidiaries reserve the right to terminate your service at any time with or
  without cause.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event
  of a stock split, a stock dividend or a similar change in Company stock. the
  number of Restricted Shares that remain subject to forfeiture will be
  adjusted accordingly.

  
	
   

  	
   

  	
   

  
	
  Applicable
  Law

  	
   

  	
  This Agreement
  will be interpreted and enforced under the laws of the State of Delaware
  (without regard to their choice-of-law provisions).

  



 





















 


	
  The Plan and

  Other Agreements

  	
   

  	
  The text of
  the Plan is incorporated in this Agreement by reference.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This
  Agreement and the Plan constitute the entire understanding between you and
  the Company regarding this award. Any prior agreements. commitments or
  negotiations concerning this award are superseded. This Agreement may be
  amended only by another written agreement, signed by both parties.

  



 


BY SIGNING THE
COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED ABOVE AND IN THE PLAN.