Exhibit 10.18


 


GENERAL WAIVER AND RELEASE OF CLAIMS


 


THIS GENERAL WAIVER AND RELEASE OF CLAIMS IS ENTERED INTO THIS 17TH
DAY OF JANUARY, 2006 BETWEEN MEDICAL STAFFING NETWORK HOLDINGS, INC., MEDICAL
STAFFING NETWORK, INC. (COLLECTIVELY “MSN”) AND GARY PECK.


 


1.  Resignation. MSN has
accepted your resignation effective January 16, 2006. For purposes of this
Waiver and Release, MSN has agreed to treat your resignation as a Termination
by the Executive for Good Reason, as that term is defined in your Employment
Agreement with MSN, a copy of which is attached as Exhibit A.


 


2.  Contractual Requirement to
Execute a General Waiver and Release of Claims (Waiver and Release). Pursuant
to Section 6(f)(iv) in your Employment Agreement, payment of any amounts
pursuant to Section 6(f), Payments upon Termination shall be expressly
conditioned upon your execution of this Waiver and Release against MSN and its
officers, directors, agents, and affiliates. Furthermore, this Waiver and
Release will be deemed Confidential Information as defined in Section 7(a) of
your Employment Agreement.


 


3.  Full Satisfaction. You
hereby acknowledge and agree that, except for the payments specified in Section
6(f) Payments upon Termination in your Employment Agreement you will not
be entitled to any other compensation or benefits from MSN, except as follows:


 


(a)  After the effective date of
this Waiver and Release, MSN will pay you the equivalent of 12 month’s salary,
as described in Section 6(f)(ii) of your Employment Agreement. These payments
will be made in installments, minus applicable taxes, coinciding with MSN’s
payroll period.


 


(b)  Upon your resignation, you
will be eligible for continued coverage under MSN’s health plan COBRA
provisions. During the Severance Period, as defined in your Employment
Agreement, MSN will provide you such coverage at no cost to you. Thereafter,
you may elect to continue your health coverage, if eligible under the terms of
MSN’s COBRA policies, at the full COBRA premium.


 


(c)  You are also entitled to the
payments set forth in Section 6(f)(i) of your Employment Agreement.


 


4.  General Release.


 


(a) 
You hereby agree on behalf of yourself, your agents, assignees,
attorneys, successors, assigns, heirs and executors, to, and you do hereby,
fully and completely forever release MSN and its officers, directors, agents
and affiliates (hereinafter collectively referred to as the “Releasees”), from
any and all causes of


 

















 


action, suits, agreements, promises, damages, disputes, controversies,
contentions, differences, judgments, claims, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts,
variances, trespasses, extents, executions and demands of any kind whatsoever,
which you or your heirs, executors, administrators, successors and assigns ever
had, now have or may have against the Releasees or any of them, in law,
admiralty or equity, whether known or unknown to you, for, upon, or by reason
of, any matter, action, omission, course or thing whatsoever occurring up to
the date this Agreement is signed by you, including, without limitation, any
claim in connection with or in relationship to your employment or other service
relationship with MSN, the termination of any such employment or service
relationship and any applicable employment, compensatory or equity arrangement
with MSN; provided that such released claims shall not include any
claims to enforce your rights under, or with respect to, this Agreement (such
released claims are collectively referred to herein as the “Released Claims”).


 


(b)  Notwithstanding the
generality of clause (a) above, the Released Claims include, without
limitation, (i) any and all claims under Title VII of the Civil Rights Act of
1964, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of
1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee
Retirement Income Security Act of 1974, the Americans with Disabilities Act,
and any and all other federal, state or local laws, statutes, rules and
regulations pertaining to employment or otherwise, and (ii) any claims for
wrongful discharge, breach of contract, fraud, misrepresentation or any
compensation claims, or any other claims under any statute, rule or regulation
or under the common law, including compensatory damages, punitive damages,
attorney’s fees, costs, expenses and all claims for any other type of damage or
relief.


 


(c)  You agree that you had
sufficient opportunity to thoroughly discuss the implications of this Waiver
and Release with independent advisors of your choice prior to signing this
Waiver and Release. You are advised that you should consult with an attorney
regarding the waivers and releases contained in this Waiver and Release. You
are further advised that you have twenty-one (21) days from the receipt of this
Waiver and Release within which to consider this Waiver and Release and return
it to the Company, and you have a period of (7) days following the execution of
this Waiver and Release in which you may revoke the Waiver and Release. Any sums
called for in this Waiver and Release will not be paid to you until the
expiration of the revocation period.


 


(d) 
THIS MEANS THAT, BY SIGNING THIS AGREEMENT, YOU WILL HAVE WAIVED ANY
RIGHT YOU MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE
RELEASEES BASED ON ANY ACTS OR OMISSIONS OF THE RELEASEES UP TO THE DATE OF THE
SIGNING OF THIS AGREEMENT.


 


9.  Governing Law. This
Agreement will be governed, construed and interpreted under the laws of the
State of Florida, without regard to its choice of law provisions.


 

















 


10.  Entire
Agreement/Counterparts. Your Employment Agreement and this Agreement
constitute the entire agreements between the parties. They may not be modified
or changed except by written instrument executed by all parties. In addition,
this Agreement may be executed in counterparts, each of which shall constitute
an original and which together shall constitute a single instrument.


 


If this letter correctly sets forth your understanding of our agreement
with respect to the foregoing matters, please so indicate by signing below on
the line provided for your signature.


 


	
   

  	
  MEDICAL STAFFING NETWORK HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
    /s/ Susan Napolitano

  	
   

  
	
   

  	
  Susan Napolitano

  
	
   

  	
  Vice President, Human Resources

  
	
   

  
	
   

  	
  DATE: January 16, 2006

  
	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
    /s/ Gary Peck

  	
   

  
	
   

  	
  Gary Peck

  
	
   

  	
   

  
	
   

  
	
   

  	
  DATE:

  	
  January 25, 2006