Exhibit 10.33


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment Agreement
(“Agreement”) is between Steven C. Cooper (“Executive”) and Labor Ready, Inc.
or the Labor Ready, Inc. subsidiary employing Executive (“Labor Ready” or “Company”),
and is effective as of May 17, 2006 (“Effective Date”).


 


RECITALS


 


A.
           Executive
has served in a management or executive capacity with Labor Ready since January
2001 and as of the date of this Agreement serves in the role of President.  In this capacity, Executive has served a key
role on the executive team and has had company-wide management responsibility,
including responsibility for affiliates of Labor Ready.  Additionally, Executive has had and is
expected to continue to have access to confidential and propriety information
of Labor Ready which is vital to the ability of Labor Ready and its affiliates
to compete in all of its locations. 
Executive’s entering into this Agreement is a condition of continued
employment and continued access to such materials.


 


B.
           Executive
and Company entered into a contract dated January 9, 2001 (“2001 Employment
Agreement”) which was superseded and replaced by an employment agreement between
Executive and Company dated March 23, 2005 (“2005 Employment Agreement”).  The 2001 Employment Agreement and the 2005
Employment Agreement were at will, meaning that either Company or Executive may
terminate the employment at any time, for any reason or no reason, with or
without cause, notice, pre-termination warning or discipline, or other pre- or
post-termination procedures of any kind.


 


C.            Executive wishes to
continue employment with Labor Ready and Labor Ready wishes to continue to
employ Executive in the offices of President and Chief Executive Officer under the terms and conditions stated in this Agreement.


 


I.              TERMS
AND CONDITIONS.


 


A.            Employment.  Company agrees to and hereby does continue to
employ Executive, and Executive hereby agrees to the employment by Company,
subject to the supervision and direction of the Board of Directors and the
terms and conditions of this Agreement. 
Executive’s employment under this Agreement shall be for a period
commencing on the Effective Date and ending on the date three years after the
Effective Date (“Expiration Date”), unless such period is extended by written
agreement of the parties or is sooner terminated pursuant to the provisions of
Paragraphs E or F of this Section I. 
Notwithstanding the foregoing, if Executive’s employment extends beyond
the term of this Agreement for any reason, such employment shall be at-will and
terminable by either party with or without Cause or Good Reason, as defined in
this Agreement, or advance notice, unless the parties agree otherwise in
writing.


 


B.            Duties
of Executive.  Executive agrees to
devote the necessary time, attention, skill and efforts to the performance of
his duties as President and Chief Executive Officer of Company,


 

















 


including oversight of
Subsidiaries and such other duties as may be assigned by the Board of Directors
in its discretion.


 


C.            Compensation.


 


1.             Executive’s
initial salary shall be at the rate of Four Hundred Twenty-Five Thousand
dollars ($425,000) per year, subject to customary and usual deductions and
withholdings, and payable biweekly, unless and until changed by the Board of
Directors as provided herein.


 


2.             Company,
acting through its Board of Directors, may (but shall not be required to)
increase, but may not decrease, Executive’s compensation and award to Executive
such bonuses as the Board of Directors may see fit, in its sole and
unrestricted discretion, commensurate with Executive’s performance and the
overall performance of Company. Executive’s compensation shall be reviewed
annually by the Compensation Committee of the Board of Directors.


 


D.            Benefits.


 


1.             Executive shall be
entitled to all benefits offered generally to employees of Company.


 


2.             Executive shall be
entitled each year during the term of this Agreement to a vacation of
twenty-five (25) business days, no two of which need be consecutive, during
which time his compensation shall be paid in full.


 


3.             To the fullest extent
permitted by law, Company shall indemnify and hold harmless Executive for any
and all losses, cost, damage and expense including attorneys’ fees and court
costs incurred or sustained by Executive, in accordance with the present
provisions Article 5G of Company’s Articles of Incorporation.


 


E.             Termination
by Company.  Company may terminate
this Agreement under either of the following circumstances:


 


1.             Company
may terminate this Agreement and Executive’s employment for Cause (as defined
herein below) at any time upon written notice to Executive. The notice of
termination must specify those actions or inactions upon which the termination
is based.  Cause shall exist if any of
the following occurs:


 


(a)           Executive
is convicted of or takes a plea of nolo contendere to a crime involving
dishonesty, fraud or moral turpitude;


 


(b)           Executive
has engaged in (i) fraud, embezzlement, theft or other dishonest acts, (ii)
unprofessional conduct, or (iii) gross negligence related to the business;


 


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(c)           Executive
materially violates a significant Company policy, such as policies required by
the Sarbanes-Oxley Act, Company’s Drug Free Workplace Policy or Company’s policy
against harassment, and does not cure such violation (if curable) within ten
(10) days after written notice from Company;


 


(d)           Executive
willfully takes any action that materially damages the assets (including
tangible and intangible assets, such as name or reputation) of Company;


 


(e)           Executive
fails to perform his duties in good faith, within ten (10) days after written
notice from Company or, if notice and cure have previously taken place
regarding a similar failure to perform, if the circumstance recurs;


 


(f)            Executive
uses or discloses Confidential Information, as defined in this Agreement,
without authorization;


 


(g)           Executive
fails to commence implementation of actions approved by resolution of the board
of directors, within ten (10) days after written notice from Company, or to
thereafter diligently pursue the completion thereof; or


 


(h)           Executive
breaches this Agreement in any other material respect and does not cure such
breach (if curable) within ten (10) days after written notice from Company or,
if notice and cure have previously taken place regarding a similar breach, if
the breach recurs.


 


2.             Company
shall have the right to terminate this Agreement at any time without Cause by
written notice to Executive. In the event of termination under this
subparagraph 2, Company shall pay Executive all wages due under this Agreement which
are then accrued but unpaid, within thirty (30) days after Executive’s last day
of employment.  Additionally, provided
that no Cause exists and Executive provides Company with a full release of all
claims in the form attached as Exhibit A or a form otherwise acceptable to
Company, Company shall provide to Executive payments at a rate equal to his base
salary at the time of termination through the Expiration Date or for a period
of twelve (12) months, whichever is greater. 
Such payments shall be made on Company’s normal pay days.


 


3.             Except
as provided in Sections E(1) and (2) no other amounts are owed to Executive
upon termination of his employment by Company.


 


F.             Termination
by Executive.


 


1.             Executive
may terminate this Agreement and his employment with Company at any time, upon
giving Company at least one (1) year prior written notice. In the event of
termination under this Paragraph F, Company shall pay Executive all wages due
under this Agreement which are then accrued but unpaid, within thirty (30) days
after Executive’s last day of employment.


 


2.             Executive
may terminate this Agreement for Good Reason at any time upon written notice to
Company.  Good Reason shall exist if (i)
any material breach of this Agreement


 


3

















 


by Company which, if curable,
has not been cured within twenty (20) days after Company has been given written
notice of the need to cure the breach, or which breach, if previously cured,
recurs; (ii) Company materially reduces Executive’s salary; or (iii) Company assigns
Executive, without Executive’s consent, to a position other than Chief
Executive Officer.  If termination of the
Agreement occurs pursuant to this subparagraph 2, Company shall provide to
Executive payments at a rate equal to his base salary at the time of
termination through the Expiration Date or for a period of twelve (12) months,
whichever is greater, provided that no Cause exists and Executive provides
Company with a final release of claims in the form attached as Exhibit A or a
form otherwise acceptable to Company. 
Such payments shall be made on Company’s normal pay days.


 


3.             Except
as provided in Sections F(1) and (2) no other amounts are owed to Executive
upon termination of his employment by Executive.


 


G.            Stock
Options and Excess Parachute Provision.


 


1.             In
addition to any payments to which Executive may be entitled under Sections E(2)
and F(2), if Company terminates the employment of Executive without Cause or if
Executive terminates employment with Good Reason, all of Executive’s Unvested
Awards shall vest on the termination date, unless otherwise specifically
prohibited under applicable laws, or by the rules and regulations of any
applicable governmental agencies or national securities exchanges, provided
that Executive provides Company with a final release of claims in the form
attached as Exhibit A or otherwise acceptable to Company, and provided that
Executive is in full compliance with all covenants with Company entered into by
Executive.


 


2.             If
Executive is deemed to receive an “excess parachute payment” as defined in
Section 280G of the Internal Revenue Code of 1986 by reason of his vesting of
the Unvested Awards pursuant to Paragraph 1 of this Section G, (taking into
account any other compensation paid or deemed paid to Executive), the amount of
such payments or deemed payments shall be reduced, or, alternatively the
provisions of Paragraph 1 of this Section G shall not act to vest Unvested
Awards to Executive, so that no such payments or deemed payments shall
constitute excess parachute payments. 
The determination of whether a payment or deemed payment constitutes an
excess parachute payment shall be in the sole discretion of the Board of
Directors.


 


H.            Arbitration.  Company and Executive agree that any claim
arising out of or relating to this Agreement, or the breach of this Agreement,
or Executive’s application, employment, or termination of employment, shall be
submitted to and resolved by binding arbitration under the Federal Arbitration
Act.  Company and Executive agree that
all claims shall be submitted to arbitration including, but not limited to,
claims based on any alleged violation of Title VII or any other federal or
state laws; claims of discrimination, harassment, retaliation, wrongful
termination, compensation due or violation of civil rights; or any claim based
in tort, contract, or equity.  Any
arbitration between Company and Executive will be administered by the American
Arbitration Association under its Employment Arbitration Rules then in
effect.  The award entered by the
arbitrator will be based solely upon the law governing the claims and defenses
pleaded, and will be final and binding in all respects.  Judgment on the award may be entered in any
court having jurisdiction.  In any such
arbitration, neither Executive nor Company shall be


 


4

















 


entitled to join or consolidate
claims in arbitration or arbitrate any claim as a representative or member of a
class.   Company agrees to pay for the
arbiter’s fees where required by law.  In
any claim or jurisdiction where this agreement to arbitrate is not enforced,
Company and Executive waive any right either may have to bring or join a class
action or representative action, and further waive any right either may have
under statute or common law to a jury trial.


 


I.              Duty
of Loyalty.  Executive agrees during
working hours to devote his full and undivided time, energy, knowledge, skill
and ability to Company’s business, to the exclusion of all other business and
sideline interests.  Executive also
agrees not to be employed elsewhere unless first authorized by Company in
writing.  In no event will Executive allow
other activities to interfere with Executive’s duties to Company.  Executive agrees to faithfully and diligently
to perform all duties to the best of Executive’s ability.  Executive recognizes that the services to be
rendered under this Agreement require certain training, skills and experience,
and that this Agreement is entered into for the purpose of obtaining such
services for Company.  Upon request,
Executive agrees to provide Company with any information which Executive
possesses and which will be of benefit to Company.  Executive agrees to perform his duties in a
careful, safe, loyal and prudent manner. 
Executive agrees to conduct himself in a way which will be a credit to
Labor Ready’s reputation and interests.


 


J.             Reimbursement.  If Executive ever possesses any Labor Ready
funds (including without limitation cash and travel advances, overpayments made
to Executive by Labor Ready, amounts received by Executive due to Labor Ready’s
error, unpaid credit or phone charges, excess sick or vacation pay, or any debt
owed Labor Ready for any reason, including misuse or misappropriation of Company
assets), Executive will remit them to Labor Ready corporate headquarters in
Tacoma, Washington daily unless directed otherwise in writing.  If Executive’s employment ends, Executive
will fully and accurately account to Labor Ready for any Labor Ready funds and
other property in Executive’s possession. 
If Executive fails to do so, Executive hereby authorizes Company
(subject to any limitations under applicable law) to make appropriate
deductions from any payment otherwise due Executive (including without
limitation, Executive’s paycheck, salary, bonus, commissions, expense reimbursements
and benefits), in addition to all other remedies available to Company.


 


K.            Background
Investigation.  Executive agrees that
at any time during employment Company may, subject to any applicable legal
requirements, investigate Executive’s background for any relevant information
on any subject which might have a bearing on job performance including, but not
limited to, employment history, education, financial integrity and credit
worthiness, and confirm that Executive has no criminal record during the last
ten years.


Executive shall sign any and
all documents necessary for Company to conduct such investigation.  For this purpose, Executive specifically
authorizes Company to obtain any credit reports, background checks and other
information which may be useful. 
Executive acknowledges and, except as may be limited by applicable law,
agrees to abide at all times by the terms of Labor Ready’s drug and alcohol
policy.  Executive understands that
failure to comply with Labor Ready’s policies, including its drug and alcohol
policies, may result in termination of employment.


 


5

















 


II.            NON-COMPETITION
AND NON-SOLICITATION.


 


A.            Non-Disclosure
of Confidential Information.


 


1.              In connection with
Executive’s duties, Executive may have access to some or all of Labor Ready’s “Confidential
Information,” which includes the following, whether recorded or mentally
memorized: (i) the ideas, methods, techniques, formats, specifications,
procedures, designs, strategies, systems, processes, data and software products
which are unique to Labor Ready; (ii) all of Labor Ready’s customers,
marketing, pricing and financial information, including the names, addresses
and any other information concerning any customer; (iii) the content of all of
Labor Ready’s operations, sales and training manuals; (iv) all other
information now in existence or later developed which is similar to the
foregoing; and (v) all information which is marked as confidential or explained
to be confidential or which, by its nature, is confidential.


 


2.             Executive recognizes
the importance of protecting the confidentiality and secrecy of Confidential
Information.  Executive agrees to use his
best efforts to protect Confidential Information from unauthorized disclosure
to others.  Executive understands that
protecting Confidential Information from unauthorized disclosure is critically
important to Labor Ready’s success and competitive advantage, and that the
unauthorized disclosure of Confidential Information would greatly damage Labor
Ready.  Executive recognizes and agrees
that taking and using a trade secret or Confidential Information by memory is
no different from taking it on paper or in some other tangible form.  Executive agrees that Executive will request
clarification from Labor Ready’s legal department if Executive is at all
uncertain as to whether any information or materials are “Confidential
Information.”


 


3.             Executive agrees not
to disclose any Confidential Information to others, use any Confidential
Information for Executive’s own benefit or make copies of any Confidential
Information without Company’s written consent, whether during or after
Executive’s employment with Company. 
Executive also agrees to return all Confidential Information in his
possession to Company at Labor Ready’s headquarters in Tacoma, Washington, immediately
upon Company’s request.  If Executive
ever believes that any person has received or disclosed or intends to receive
or disclose Confidential Information without Company’s consent, Executive
agrees to notify Company immediately.


 


4.             If Executive’s
employment with Company is terminated, Executive agrees to return immediately to
Labor Ready, at headquarters in Tacoma Washington, all manuals, mailing lists,
customer lists, supplies, equipment, checks, petty cash, and all other material
and records of any kind concerning Labor Ready’s business, that Executive may
possess.


 


B.             Non-Competition.


 


1.             During the term of
this Agreement and for a period of two (2) years immediately following the
termination of employment with or without Cause or Good Reason, so long as
Labor Ready continues to carry on substantially the same business, Executive
will not, for any reason whatsoever, directly or indirectly, for Executive or
on behalf of, or in conjunction with,


 


6

















 


any other person(s), company, partnership, corporation or business
entity, engage in any of the following activities within the “Restricted Area”
(as hereinafter defined):  own, manage,
operate, control, be employed by, participate in, invest in, engage in or be
connected in any manner with the ownership, management, operation or control of
the same, similar, or related line of business as that carried on at the time
of termination by Labor Ready, including, without limitation, the solicitation
of business or customers located within the Restricted Area.  For this purpose, the term “Restricted Area”
means a twenty-five (25) mile radius around each Labor Ready branch at the time
of termination and any location where Labor Ready has placed workers during
Executive’s employment.  This non-competition
agreement is enforceable whether Executive’s employment is terminated by
Company or Executive.


 


2.             Executive
agrees that this covenant is necessary to protect the intellectual property and
trade secrets of Company in view of Executive’s key role with each branch of
Company and its affiliates and the extent of confidential and proprietary
information about the entire Company and its affiliates to which Executive has
information.  Company and Executive agree
that the provisions of this Section II(B) do not impose an undue hardship on
Executive and are not injurious to the public; that this provision is necessary
to protect the business of Company and its affiliates; that the nature of
Executive’s responsibilities with Company under this Agreement and Executive’s
former responsibilities with Company provide and/or have provided Executive
with access to Confidential Information that is valuable and confidential to
Company; that Company would not continue to employ Executive if Executive did
not agree to the provisions of this Section II(B); that this Section II(B) is
reasonable in terms of length of time and geographic scope; and that consideration
supports this Section II(B) which was not otherwise owed.  In the event that a court or arbitrator determines
that any provision of this Section II(B) is unreasonably broad or
extensive, including length of time and geographic scope, Executive agrees that
such court or arbitrator should narrow such provision to the extent necessary
to make it reasonable and enforce the provision as narrowed.


 


C.            No
Employee Solicitation.  During the
term of this Agreement and for a period of two (2) years immediately following
the termination of employment, with or without Cause or Good Reason, so long as
Labor Ready continues to carry on substantially the same business, Executive
will not, for any reason whatsoever, directly or indirectly, for Executive or
on behalf of, or in conjunction with, any other person(s), company,
partnership, corporation or business entity, solicit, induce or otherwise
influence, or attempt to solicit, induce or otherwise influence, in any manner
any of Labor Ready’s employees to leave their employment with Labor Ready for
any reason, including for the purpose of becoming employed by Executive’s new
employer.


 


D.             No Customer Solicitation.  Executive understands and agrees that the
methods employed in Labor Ready’s business will place Executive in a close
business and personal relationship with Labor Ready customers.  Thus, during the term of this Agreement and
for a period of two (2) years immediately following the termination of
employment with or without Cause or Good Reason, so long as Labor Ready
continues to carry on substantially the same business, Executive will not, for
any reason whatsoever, directly or indirectly, for Executive or on behalf of,
or in conjunction with, any other person(s), company, partnership, corporation
or business entity, contact, call upon, solicit, service, influence or attempt
to contact, call upon, solicit, service or influence any customers or potential
customers (prospects) with whom


 


7

















 


Executive had
direct or indirect contact or for whom Executive had responsibility during
Executive’s tenure with Company or otherwise assisted Labor Ready in providing
services to.


 


E.             General
Provisions.


 


1.             If
Executive violates any of the covenants in this Section II, the time period
covered by the covenants will automatically be extended by a length of time
equal to the time period during which such violation occurred.


 


2.             The
covenants set forth above are independent of any other provision of this
Agreement.  Executive agrees that they
will be enforceable whether or not Executive has any claim against Company.


 


3.             Executive
acknowledges that if Executive violates any of the foregoing covenants, the
damage to Company will be such that Company is not likely to be made whole with
a monetary award.  Therefore, Executive
agrees that if Executive violates any such covenant, Company will be entitled
to a temporary restraining order, a preliminary injunction and/or a permanent
injunction, in addition to any and all other legal or equitable remedies
available under law and equity.


 


4.             Executive represents
and warrants that Executive has been in full compliance with the provisions
protecting Labor Ready’s Confidential Information as set forth in the 2001
Employment Agreement and the 2005 Employment Agreement.


 


 5.            For
the purpose of this Section II, all references to Confidential Information or
Confidential Information of Labor Ready also apply to Confidential Information
belonging to any affiliate of Labor Ready. 
Executive’s covenants in subsections (B), (C) and (D) of this Section II
shall protect affiliates of Labor Ready to the same extent that they protect
Labor Ready.


 


6.             Executive
acknowledges that under Labor Ready’s Corporate Governance Guidelines that
Executive is required to receive approval from the Corporate Governance and
Nominating Committee prior to agreeing to be nominated as a director of any
for-profit corporation or similar position with a for-profit unincorporated
entity.


 


F.             Other
Employers and Obligations.


 


1.             Executive represents
to Company that Executive is not subject to any restriction or duties under any
agreement with any third party or otherwise which will be breached by
employment with Company, or which will conflict with Company’s best interests
or Executive obligations under this Agreement. 
Executive agrees to notify Company’s Board of Directors promptly in the
event Executive is solicited for employment by any competitor of Labor Ready.


 


2.             Executive warrants
that his employment with Company will not violate any contractual obligations
with other parties.  Executive will not
use during his employment with


 


8

















 


Company nor disclose to Company
any confidential or proprietary information or trade secrets from any former or
current employers, principals, partners, co-venturers, customers or suppliers,
and will not bring onto Company’s premises any unpublished document or any
property belonging to any such person or entities without their consent.  Executive will honor any non-disclosure,
proprietary rights, or other contractual agreements with any other person or
entity and has disclosed to Company any such agreements that may bear on
employment with Company.  If employment
with Company is terminated, Executive agrees to tell his new employer about
this Agreement and its terms at the time of reemployment.


 


III.           ASSIGNMENT
OF INVENTIONS.


 


A.            Assignment.  Executive will make prompt and full
disclosure to Company, will hold in trust for the sole benefit of Company, and
will assign exclusively to Company all right, title and interest in and to any
and all inventions, discoveries, designs, developments, improvements,
copyrightable material and trade secrets (collectively herein “Inventions”)
that Executive solely or jointly may conceive, develop, author, reduce to
practice or otherwise produce during his employment with Company.


 


B.            Outside
Inventions.  Executive’s obligation
to assign shall not apply to any Invention about which Executive can prove all
the following:  (a) it was developed
entirely on Executive’s own time; (b) no equipment, supplies, facility, services
or trade secret information of Labor Ready was used in its development; (c) it
does not relate (i) directly to the business of Labor Ready or (ii) to the
actual or demonstrably anticipated business, research or development of Labor
Ready; and (d) it does not result from any work performed by Executive for
Labor Ready.  Executive shall attach a
list of all existing Inventions meeting these requirements to this Agreement.


 


IV.           COMPLIANCE WITH LAWS AND
CODE OF CONDUCT.


 


A.            Commitment
to Compliance.  Company is committed
to providing equal employment opportunity for all persons regardless of race,
color, gender, creed, religion, age, marital or family status, national origin,
citizenship, mental or physical disabilities, veteran status, ancestry, citizenship,
HIV or AIDS, sexual orientation, on-the-job-injuries, or the assertion of any
other legally enforceable rights.  Equal
opportunity extends to all aspects of the employment relationship, including
hiring, transfers, promotions, training, termination, working conditions,
compensation, benefits, and other terms and conditions of employment.  Company is likewise committed to ensuring
that employees are accurately paid for all hours worked.


 


B.            Duty
to Comply with the Law.  Executive
agrees to comply with all federal, state and local laws and regulations,
including equal employment opportunity laws and wage and hour laws.  Executive agrees to notify immediately
Company if Executive becomes aware of a violation of the law, or suspects a
violation of the law has or will occur. 
Executive acknowledges that Executive may be held personally liable for
intentional violations.


 


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C.            Duty
to Comply with Labor Ready’s Code of Conduct.  Executive acknowledges and agrees that it is
his duty to be familiar with Labor Ready’s Code of Conduct, and to comply with
all of its provisions.


 


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V.            MISCELLANEOUS.


 


A.            Integration.  No promises or other communications made by
either Company or Executive are intended to be binding unless they are set
forth in this Agreement.  This Agreement
contains the entire agreement between the parties and replaces and supersedes
any prior agreements, including the 2001 Employment Agreement and the 2005
Employment Agreement, except as noted herein. 
This Agreement may not be modified except by an instrument signed by an
officer of Company.  This Agreement will
be binding upon Executive’s heirs, executors, administrators and other legal
representatives.


 


B.            Choice
of Law.  Company and Executive agree
that this Agreement and all interpretations of the provisions of this Agreement
will be governed by the laws of the State of Washington, without regard to
choice of law principles.


 


C.            No
Waiver.  If Company waives any
condition or term of this Agreement, Company is not waiving any other condition
or term, nor is Company waiving any rights with respect to any future violation
of the same condition or term.  If Company
chooses to refrain from enforcing any condition or term, Company does not
intend to waive the right to do so. 
Sections I(H), I(J), II and III of this Agreement are to remain in
effect after termination of the remainder of this Agreement.


 


D.            Severability.  The provisions of this Agreement are intended
to be severable from each other.  No
provision will be invalid because another provision is ruled invalid or
unenforceable.  If any provision in this
Agreement is held to be unenforceable in any respect, such unenforceability
shall not affect any other provision of this Agreement and shall be re-written
to provide the maximum effect consistent with the intent of the provision.


 


E.             Assignment.  Company reserves the right to assign this
Agreement to an affiliated company or to any successor in interest to Company’s
business without notifying Executive. 
All terms and conditions of this Agreement will remain in effect
following any such assignment.


 


F.             Venue.  Where the parties have mutually waived their
right to arbitration in writing or have not yet sought to enforce their right
to compel arbitration, venue for any legal action in connection with this
Agreement will be limited exclusively to the Washington State Superior Court
for Pierce County, or the United States District Court for the Western District
of Washington at Tacoma.  Executive
agrees to submit to the personal jurisdiction of the courts identified herein,
and agrees to waive any objection to personal jurisdiction in these courts.


 


	
  LABOR READY,
  INC.

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Joseph P. Sambataro,  Jr.

  	
   

  	
   

  	
  /s/
  Steven C. Cooper

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Steven C.
  Cooper

  
	
  Name:

  	
  Joseph P.
  Sambataro,  Jr.

  	
   

  	
   

  	
   

  
	
  Title:

  	
  CEO

  	
   

  	
   

  	
   

  



 


11

















 


EXHIBIT A


 


RELEASE OF CLAIMS


 


This Release of Claims (“Release”)
is hereby executed by Steven C. Cooper (“Executive”) in accordance with the
Employment Agreement between Executive and Labor Ready, Inc. (“Employer”),
dated           (“Employment
Agreement”).


 


RECITALS


 


A.            Employer
and Executive are parties to the Employment Agreement.


 


B.            The
Employment Agreement provides for certain payments and benefits to Executive
upon termination of Executive’s employment under certain circumstances,
provided that Executive signs and delivers to Employer upon such termination a
Release in substantially the form of this Release.


 


C.            Executive
desires for Employer to make payments in accordance with the Employment
Agreement and therefore executes this Release.


 


TERMS


 


1.             Waiver,
Release and Covenant.  On behalf of
Executive and Executive’s marital community, heirs, executors, administrators
and assigns, Executive expressly waives, releases, discharges and acquits any
and all claims against Employer and its present, former and future affiliates,
related entities, predecessors, successors and assigns, and all of their
present, former and future officers, directors, stockholders, employees,
agents, partners, and members, in their individual and representative
capacities (collectively “Released Parties”) that arise from or relate to
Executive’s employment with Employer and/or the termination of such employment (“Released
Claims”).  This waiver and release
includes any and all Released Claims (including claims to attorneys’ fees),
damages, causes of action or disputes, whether known or unknown, based upon
acts or omissions occurring or that could be alleged to have occurred before
the execution of this Release.  Released
Claims include, without limitation, claims for wages, employee benefits, and
damages of any kind whatsoever arising out of any: contract, express or implied,
including without limitation the Employment Agreement, the employment agreement
dated January 9, 2001 and the employment agreement dated March 23, 2005; tort;
discrimination; wrongful termination; any federal, state, local or other
governmental statute or ordinance, including, without limitation, Title VII of
the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment
Act, as amended (“ADEA”); the Employee Retirement Income Security Act of 1974;
and any other legal limitation on the employment relationship.  Executive also covenants and promises never
to file, press or join in any complaint or lawsuit for personal relief or any
amounts of any nature based on any Released Claim and agrees that any such
claim, if filed by Executive, shall be dismissed, except that this covenant and
promise does not apply to any claim of Executive challenging the validity of
this Release in connection with claims arising under the ADEA and/or the Older
Workers’ Benefit Protection Act of 1990


 


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(“OWBPA”).  Executive represents and warrants that he is
the sole owner of all Released Claims and has not assigned, transferred, or
otherwise disposed of Executive’s right or interest in those matters.  Notwithstanding the foregoing, this waiver
and release does not apply to claims that arise after the date that the release
is executed, claims to vested benefits under ERISA, workers’ compensation
claims or any other claims that may not be released under this Release in
accordance with applicable law.


 


2.             Acknowledgment
of Sufficiency of Consideration. 
Executive acknowledges and agrees that in the absence of Executive’s
execution of this Release, Employer is not obligated to provide Executive with
the payment and benefits described in Section II(A)(2)(b) of the Employment
Agreement, and that the payment and benefits set forth in Section II(A)(2)(b)
of the Employment Agreement are adequate consideration for the covenants and
release herein.


 


3.             Covenants
and Obligations under Employment Agreement. 
Nothing in this Release supersedes or restricts any obligations that
Executive owes to Employer, including, without limitation, the obligation to
protect Employer’s interests in confidential information and trade secrets and
inventions under the Employment Agreement and/or under applicable law.


 


4.             Review
and Revocation Period.  Executive has
a period of seven (7) calendar days after delivering the executed Release to
Employer to revoke the Release.  To
revoke, Executive must deliver a notice revoking his agreement to this Release
to the CEO of Employer.  This Release
shall become effective on the eighth day after delivery of this executed
Release by Executive to Employer (“Effective Date”), provided that Executive
has not revoked the Release.


Employer shall
have no obligation to provide Executive with any payment or benefits as
described in Section 6 of the Employment Agreement if Executive revokes this
Release.


 


5.             Governing
Law.  This Release shall be
interpreted in accordance with the law of the State of Washington, without
regard to the conflicts of law provisions of such laws.


 


6.             Severability.  If any provision of this Release constitutes
a violation of any law or is or becomes unenforceable or void, then such
provision, to the extent only that it is in violation of law, unenforceable or
void, shall be deemed modified to the extent necessary so that it is no longer
in violation of law, unenforceable or void, and such provision will be enforced
to the fullest extent permitted by law. 
If such modification is not possible, such provision, to the extent that
it is in violation of law, unenforceable or void, shall be deemed severable
from the remaining provisions of this Release, which shall remain binding.


 


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7.             Knowing
and Voluntary Agreement.  Executive
hereby warrants and represents that (a) Executive has carefully read this
Release and finds that it is written in a manner that he understands; (b)
Executive knows the contents hereof; (c) Executive has been advised to consult
with his personal attorney regarding the Release and its effects and has done
so; (d) Executive understands that he is giving up all Released Claims and all
damages and disputes that have arisen before the date of this Release, except
as provided herein; (e) Executive has had ample time to review and analyze this
entire Release; (f) Executive did not rely upon any representation or statement
concerning the subject matter of this Release, except as expressly stated in
the Release; (g) Executive has been given at least twenty-one (21) days to
consider this Release and seven (7) days to revoke this Release; (h) Executive
understands this Release’s final and binding effect; and (i) Executive has signed
this Release as his free and voluntary act.


 


8.             Arbitration
and Venue.  Employer and Executive
agree that any claim arising out of or relating to this Release, or the breach
of this Release shall be submitted to and resolved by binding arbitration under
the Federal Arbitration Act.  Employer
and Executive agree that all claims shall be submitted to arbitration
including, but not limited to, claims based on any alleged violation of Title
VII or any other federal or state laws; claims of discrimination, harassment,
retaliation, wrongful termination, compensation due or violation of civil
rights; or any claim based in tort, contract, or equity.  Any arbitration between Employer and
Executive will be administered by the American Arbitration Association under
its Employment Arbitration Rules then in effect.  The award entered by the arbitrator will be
based solely upon the law governing the claims and defenses pleaded, and will
be final and binding in all respects. 
Judgment on the award may be entered in any court having
jurisdiction.  In any such arbitration
Employer shall be entitled to join or consolidate claims in arbitration or
arbitrate any claim as a representative or member of a class.  Employer agrees to pay for the arbiter’s fees
where required by law.  In any claim or
jurisdiction where this agreement to arbitrate is not enforced, Employer and
Executive waive any right either may have to bring or join a class action or
representative action, and further waive any right either may have under
statute or common law to a jury trial.  Where the parties have mutually waived their
right to arbitration in writing or have not yet sought to enforce their right
to compel arbitration, venue for any legal action in connection with this Release
will be limited exclusively to the Washington State Superior Court for Pierce
County, or the United States District Court for the Western District of
Washington at Tacoma.  Executive agrees
to submit to the personal jurisdiction of the courts identified herein, and
agrees to waive any objection to personal jurisdiction in these courts.


 


	
  EXECUTED
  this       day of
            , 2006.

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Steven C.
  Cooper

  



 


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