Exhibit
10.1


 


MEDICAL STAFFING NETWORK, INC.


 


EMPLOYMENT
AGREEMENT


 


This EMPLOYMENT AGREEMENT (the “Agreement”)
is dated as of the 15th day of July, 2004, between Medical Staffing
Network, Inc. (the “Company”), Medical Staffing Network Holdings, Inc. (“Holdings”)
and N. Larry McPherson (the “Executive”).


 


R E C I T A L:


 


WHEREAS, the Company desires to employ the
Executive, and the Executive desires to be employed by the Company, on the
terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, on the basis of the foregoing
and in consideration of the mutual covenants and agreements contained herein,
the parties hereto agree as follows:


 


Section 1.               Employment.  The Company hereby agrees to employ the
Executive and the Executive hereby accepts such employment with the Company, on
the terms and subject to the conditions hereinafter set forth.  During the Employment Term (as hereinafter
defined), the Executive shall serve as Chief
Financial Officer of the Company and shall have the duties,
responsibilities and obligations reasonably assigned to the Executive by the
Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”).  The Executive shall report to the CEO of the
Company.


 


Section 2.               Term.  Unless terminated pursuant to Section 6
hereof, the Executive’s employment hereunder shall commence on August 2, 2004
(the “Commencement Date”) and shall continue during the period ending on the
third anniversary of the Commencement Date (the “Initial Employment Term”).  The Initial Employment Term shall be extended
automatically without further action by either party by one additional year
(added to the end of the Initial Employment Term) first on the third
anniversary of the Commencement Date, and on each succeeding anniversary thereafter,
unless, not later than ninety (90) days prior to the end of the Initial
Employment Term (or extension thereof), either the Company or the Executive
shall have notified the other in writing of its intention not to renew this
Agreement.  The Initial Employment Term,
together with any extension thereof pursuant to this Section 2, shall be
referred to as the “Employment Term.”


 


Section 3.               Compensation.  During the Employment Term, the Executive
shall be entitled to the following compensation and benefits:


 


(a)           Salary.  As compensation for the performance of the
Executive’s services hereunder, the Company shall pay to the Executive a salary
of $225,000 per annum with increases, if
any, as may be approved in writing by the Board (the “Salary”).  The Salary shall be payable in accordance
with the payroll practices of the Company as the same shall exist from time to
time.


 


(b)           Bonus Pool.  During the Employment Term, the Executive
shall be entitled to participate in the Company’s bonus incentive pool, on such
terms as the Board shall approve from time to time.


 





















 


(c)           Other Compensation Plans.  The Executive shall be entitled to
participate in any stock option plans, or other compensation plans offered by
the Company to its officers and directors, subject to the terms and conditions
contained therein.


 


(d)           Benefits.  The Executive shall be entitled to
participate in health, insurance, pension and other benefits provided to other
similarly situated employees of the Company; provided, that the Executive shall
be entitled to Company paid health insurance coverage for the Executive and his
dependents.  The Executive shall also be
entitled to three (3) weeks of vacation per annum and shall be entitled to the
same number of holidays, sick days and other benefits as are generally allowed
to other similarly situated employees of the Company in accordance with the
Company policy in effect from time to time.


 


(e)           Relocation
Expenses.  The Company shall
reimburse the Executive a maximum of $7,000 for relocation expenses.


 


Section 4.               Exclusivity.  During the Employment Term, the Executive
shall devote his full working time to the business of the Company, shall
faithfully serve the Company, shall in all respects conform to and comply with
the lawful and reasonable directions and instructions given to him in
accordance with the terms of this Agreement, shall use his best efforts to
promote and serve the interests of the Company, and shall not engage in any
other business activity, whether or not such activity shall be engaged in for
pecuniary profit, except that the Executive may (i) participate in the
activities of professional trade organizations related to the business of the
Company, (ii) engage in personal investing activities and/or charitable
activities consistent with the Company’s policy regarding investments (which
may change from time to time) or (iii) with the consent of the Board, serve as
a member of the board of directors or advisory boards (or their equivalents in
the case of a non-corporate entity) of non-competing businesses and charitable
organizations, provided that activities set forth in these clauses (i), (ii),
and (iii) either singly or in the aggregate, do not interfere in any material
respect with the services to be provided by the Executive hereunder.


 


Section 5.               Reimbursement
for Expenses.  The Executive is
authorized to incur reasonable expenses in the discharge of the services to be
performed hereunder, including expenses for travel, entertainment, lodging and
similar items in accordance with the Company’s expense reimbursement policy, as
the same may be modified by the Board from time to time.  The Company shall reimburse the Executive for
all such proper expenses upon presentation by the Executive of itemized accounts
of such expenditures in accordance with the financial policy of the Company, as
in effect from time to time.


 


Section 6.               Termination
and Default.


 


(a)           Early Termination of the
Employment Term.  Notwithstanding
Section 2 hereof, the Employment Term shall end upon the earliest to occur of
(i) a termination of Executive’s employment due to the Executive’s death,
(ii) a termination by reason of a Disability, where “Disability” shall
mean any physical or mental disability or infirmity that prevents the
performance of Executive’s duties hereunder for a period of 90 consecutive days
or 120 days during any 12-month period, (iii) a termination by the Company with
or without Cause 


 


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(as defined below), and
(iv) a termination by Executive with or without Good Reason (as defined
below).  In the event of termination of
the Executive’s employment for any reason, at the Company’s request, the
Executive shall resign from the Board and the board of directors of any Company
subsidiaries.


 


(b)           Termination due to Death or
Disability.  The Executive’s
employment shall terminate upon his death, or in the event of a Disability,
upon delivery of written notice to the Executive of such termination by reason
of the Executive’s Disability.  Upon such
event, the Executive, or Executive’s estate, as applicable, shall be entitled
to receive the amounts specified in Section 6(f) below.  The Board’s reasoned and good faith judgment
of Disability shall be final, binding and conclusive and shall be based on such
competent medical evidence as shall be presented to it by Executive and/or by
any physician or group of physicians or other competent medical expert employed
by Executive or the Company to advise the Board.


 


(c)           Termination by the Company with or
without Cause.  The Company may
terminate the Executive’s employment at any time, with or without Cause.  Termination of the Executive’s employment
hereunder shall be effective upon delivery of written notice of such
termination.  For purposes of this
Agreement, “Cause” shall mean: (i) the Executive’s failure, neglect or refusal
(except where due to a Disability) to perform his duties hereunder which
failure, neglect or refusal shall not have been corrected by the Executive
within 10 business days of receipt by the Executive of written notice from the
Company of such failure, neglect or refusal, which notice shall with reasonable
specificity set forth the nature of said failure, neglect or refusal; (ii) any
willful or intentional act of the Executive that has the effect of injuring the
reputation or business of the Company or its affiliates in any material
respect; (iii) the Executive’s use of illegal drugs or repeated drunkenness by
the Executive on Company property; (iv) conviction of, or plea of guilty or nolo
contendere to, the commission of a felony by the Executive; (v) the
commission by the Executive of an act of fraud or embezzlement against the
Company; or (vi) the Executive’s breach of any of the covenants provided in
Section 7 hereof.


 


(d)           Termination by the Executive for
Good Reason.  The Executive may
terminate his employment with the Company for Good Reason upon thirty (30) days
written notice, which notice shall specifically set forth the nature of such
Good Reason.  The term “Good Reason”
shall mean (i) the substantial and material diminution in the Executive’s
status, duties, or responsibilities then in effect; (ii) without the Executive’s
consent, the relocation of the Executive’s principal office location more than
fifty (50) miles from its current location in Boca Raton, Florida; (iii) any
material breach of this Agreement; or (iv) the failure of any successor to
assume this Agreement as required under 
Section 11(a) hereof. 
Notwithstanding the occurrence of any such event or circumstance above,
such occurrence shall not be deemed to constitute Good Reason hereunder if,
within the thirty-day notice period, the event or circumstance giving rise to
Good Reason has been fully corrected by the Company.


 


(e)           Resignation by the Executive.  The Executive shall have the right to
terminate his employment at any time by giving thirty (30) days written notice
of his resignation.


 


(f)            Payments upon Termination.  (i) In the event that the Executive’s
employment terminates for any reason, the Company shall pay to the Executive
all amounts 


 


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accrued but unpaid hereunder through the date
of termination in respect of Salary and other compensation provided hereunder,
accrued but unused vacation and any unreimbursed expenses.  Amounts owed by the Company in respect of the
payments under Section 6(f)(i) hereof or reimbursement for expenses under the
provisions of Section 5 hereof shall be paid within five (5) business days of
any termination.


 


(ii)           In the event the Executive’s
employment is terminated by the Company without Cause (other than upon
expiration of the Employment Term pursuant to Section 2 hereof or a termination
under Section 6(b) above), or by the Executive with Good Reason, in addition to
the amounts specified in subsection (i) above, (A) the Executive shall continue
to receive the Salary and other compensation provided hereunder (less any
applicable withholding or similar taxes) at the rate in effect hereunder on the
date of such termination for a period of twelve (12) months (the “Severance
Term”) and (B) to the extent permissible under the Company’s health plans,
during the Severance Term, the Executive shall continue to receive any health
benefits provided to him as of the date of such termination.


 


(iii)          Payment of any amounts pursuant to
this Section 6(f) shall be expressly conditioned upon the Executive’s execution
of a general waiver and release of claims against the Company and its officers,
directors, agents, and affiliates.


 


(g)           Change in Control.  In the event that within twelve (12) months
following a Change in Control, the Executive’s employment is terminated by the
Company without Cause (other than upon expiration of the Employment Term
pursuant to Section 2 hereof or a termination under Section 6(b) above), or by
the Executive with Good Reason (each, a “Change in Control Termination”), in
addition to amounts provided in Section 6(f) hereof, the Executive shall be
entitled to a lump-sum payment equal to two (2) times the sum of the Executive’s
Salary and other compensation provided hereunder as then in effect not later
than 30 days after the effective date of the Executive’s termination of
employment.  In addition, upon a Change
in Control Termination, if the Executive holds any stock options or warrants (“Stock
Rights”) of Holdings, the Company shall pay to the Executive the difference
between the fair market value of a share of Holdings’ stock at the time of
termination or resignation and the exercise price per share of any Stock Rights
held by the Executive (whether or not such Stock Rights are presently
exercisable or vested) multiplied by the number of Stock Rights held by the
Executive.


 


For purposes of this Agreement, the term “Change
in Control” shall mean:


 


(i)            The acquisition by any individual,
entity or group (other than the Company, Holdings, any employee benefit plan of
the Company or Holdings, or Warburg, Pincus Private Equity VIII, L.P. or any
affiliate thereof) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934) of securities
representing more than 50% of the voting securities of the Company or of
Holdings entitled to vote generally in the election of directors, determined on
a fully-diluted basis (“Voting Securities”); provided, however,
that such acquisition shall not constitute a Change in Control hereunder if a
majority of the holders of the Voting Securities immediately prior to such
acquisition retain directly or through ownership of one or more holding
companies, immediately 


 


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following such
acquisition, a majority of the voting securities entitled to vote generally in
the election of directors of the successor entity;


 


(ii)           The date upon which individuals who
as of the date hereof constitute a majority of the Board (the “Incumbent Board”)
cease to constitute at least a majority of the Board, provided, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s or Holdings’ shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board; or


 


(iii)          Consummation of a reorganization,
merger or consolidation or sale or other disposition of all or substantially
all of the assets of the Company or of Holdings (a “Business Combination”), in
each case, unless, following such Business Combination, all or substantially
all of the individuals or entities who were the beneficial owners,
respectively, of the Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or Holdings or all or
substantially all of the Company’s or Holdings’ assets either directly or
through one or more subsidiaries).


 


(h)           Payment In Lieu.  In the event of termination of the Executive’s
employment due to the voluntary resignation by the Executive, the Company may,
in its sole and absolute discretion, at any time after notice of termination
has been given by the Executive, terminate this Agreement, provided that the
Company shall pay to the Executive his then current Salary and continue
benefits provided pursuant to Section 3(d) for the duration of the unexpired
notice period.


 


(i)            Parachute Payments.  In the event that (i) any amount or benefit
paid or distributed to the Executive pursuant to this Agreement, taken together
with any amounts or benefits otherwise paid or distributed to the Executive
(collectively, the “Covered Payments”), are or become subject to the excise tax
imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, or
any similar tax that may hereafter be imposed (the “Excise Tax”), and (ii) it
would be economically advantageous to the Executive to reduce such Covered
Payments to avoid imposition of the Excise Tax, the Covered Payments shall be
reduced to an amount which maximizes the aggregate present value (as determined
in accordance with Section 280G(d)(4) of the Code or any successor provision of
the Code) of the Covered Payments without causing the Covered Payments to be
subject to the Excise Tax.  The reduction
described in this Section 6(i) shall only be made if the net after-tax amount
to be received by the Executive after giving effect to the reduction will be
greater than the net after-tax amount that would be received by the Executive
without the reduction.  The Executive
shall in his sole discretion determine which and how much of the Covered
Payments shall be eliminated or reduced consistent with the requirements of
this Section 6(i).


 


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(j)            Survival of Operative Sections.  Upon any termination of the Executive’s
employment, the provisions of Section 6(f) through Section 6(i), and Section 7
through Section 17 of this Agreement shall survive to the extent necessary to
give effect to the provisions thereof.


 


Section 7.               Restrictive
Covenants.  The Executive
acknowledges and agrees that the agreements and covenants contained in this
Section 7 are (i) reasonable and valid in geographical and temporal scope and
in all other respects, and (ii) essential to protect the value of the Company’s
business and assets and by his employment with the Company, and that the
Executive will obtain knowledge, contacts, know-how, training and experience
and there is a substantial probability that such knowledge, know-how, contacts,
training and experience could be used to the substantial advantage of a
competitor of the Company and to the Company’s substantial detriment.  For purposes of this Section 7, references to
the Company shall be deemed to include Holdings.


 


(a)           Confidential Information.  At any time during and after the end of the
Employment Term, without the prior written consent of the Board, except to the
extent required by an order of a court having jurisdiction or under
subpoena from an appropriate government agency, in which event, the Executive
shall use his best efforts to consult with the Board prior to responding to any
such order or subpoena, and except as required in the performance of his duties
hereunder, the Executive shall not disclose any confidential or proprietary
trade secrets, customer lists, drawings, designs, information regarding product
development, marketing plans, sales plans, manufacturing plans, management
organization information, operating policies or manuals, business plans,
financial records, packaging design or other financial, commercial, business or
technical information (i) relating to the Company, or (ii) that the
Company or any of its affiliates may receive belonging to suppliers, customers
or others who do business with the Company (“Confidential Information”).  Executive’s obligation under this Section
7(a) shall not apply to any information which (i) is known publicly; (ii) is in
the public domain or hereafter enters the public domain without the breach of
the Executive of this Section 7(a); (iii) is known to the Executive prior to
the Executive’s receipt of such information from the Company or any of its
subsidiaries, as evidenced by written records of the Executive; or (iv) is
disclosed after termination of the Executive’s employment to the Executive by a
third party not under an obligation of confidence to the Company.


 


(b)           Non-Competition.  The Executive covenants and agrees that
during the Employment Term and for a period extending to the first anniversary
of the Executive’s termination of employment for any reason, or in the case of
a termination under Section 6(g) hereof a period extending to the third
anniversary of such termination (the “Restricted Period”), with respect to any
jurisdiction in which the Company is engaged in business at the time of such
termination, the Executive shall not, directly or indirectly, individually or
jointly, own any interest in, operate, join, control or participate as a
partner, director, principal, officer, or agent of, enter into the employment
of, act as a consultant to, or perform any services for any entity which
competes to a material extent with the business activities in which the Company
is engaged at the time of such termination or in which business activities the
Company has documented plans to become engaged in and as to which Executive has
knowledge at the time of Executive’s termination of employment, or any entity
in which any such relationship with the Executive would result in the
inevitable use or disclosure of Confidential Information (a 


 


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“Competing Business”).  Notwithstanding the foregoing, in the event
of a termination of employment other than pursuant to Section 6(g) hereof, at
the election of the Company, the Restricted Period may be extended to a period
ending not later than the third anniversary of the Executive’s termination of
employment; provided, that during such extended period, the Company continues
to pay the Executive the Salary (less any applicable withholding or similar
taxes) at the rate in effect hereunder on the date of such termination.  Notwithstanding anything herein to the
contrary, this Section 7(b) shall not prevent the Executive from acquiring as
an investment securities representing not more than three percent (3%) of the
outstanding voting securities of any publicly-held corporation.


 


(c)           Non-Solicitation;
Non-Interference.  During the
Restricted Period, the Executive shall not, directly or indirectly, for his own
account or for the account of any other individual or entity (i) solicit or
induce, or in any manner attempt to solicit or induce, any person employed by,
as agent of, or a service provider to, the Company to terminate such person’s
employment, agency or service, as the case may be, with the Company; or (ii)
divert, or attempt to divert, any person, concern, or entity from doing business
with the Company or any of its subsidiaries, or attempt to induce any such
person, concern or entity to cease being a customer or supplier of the Company.


 


(d)           Non-Disparagement.  The Executive agrees that, except as required
by applicable law, or compelled by process of law, at any time following the
date hereof, neither he, nor anyone acting on his behalf, shall hereafter
(i) make any derogatory, disparaging or critical statement about the
Company, or any of the Company’s current officers, directors, employees,
shareholders or lenders or any persons who were officers, directors, employees,
shareholders or lenders of the Company; or (ii)  without the Company’s
prior written consent, communicate, directly or indirectly, with the press or
other media, concerning the past or present employees or business of the
Company.


 


(e)           Return of Documents.  In the event of the termination of Executive’s
employment for any reason, the Executive shall deliver to the Company all of
(i) the property of the Company and (ii) the documents and data of
any nature and in whatever medium of the Company in his possession, and he
shall not take with him any such property, documents or data or any
reproduction thereof, or any documents containing or pertaining to any
Confidential Information.


 


(f)            Works for Hire.  The Executive agrees that the Company shall
own all right, title and interest (including patent rights, copyrights, trade
secret rights, mask work rights and other rights throughout the world) in any
inventions, works of authorship, mask works, ideas or information made or
conceived or reduced to practice, in whole or in part, by the Executive (either
alone or with others) during the Employment Term (“Developments”); provided,
however, that the Company shall not own Developments for which no equipment,
supplies, facility, trade secret information or Confidential Information of the
Company was used and which were developed entirely on Executive’s time, and
which do not relate (A) to the business of the Company or its affiliates or (B)
to the Company’s or its affiliates actual or demonstrably anticipated research
or development, and (ii) which do not result from any work performed by the
Executive for the Company.  Subject to
the foregoing, Executive will promptly and fully


 


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disclose to the Company,
or any persons designated by it, any and all Developments made or conceived or
reduced to practice or learned by the Executive, either alone or jointly with
others during the Employment Term.  The
Executive hereby assigns all right, title and interest in and to any and all of
these Developments to the Company.  The
Executive agrees to assist the Company, at the Company’s expense, to further
evidence, record and perfect such assignments, and to perfect, obtain,
maintain, enforce, and defend any rights specified to be so owned or
assigned.  The Executive hereby
irrevocably designates and appoints the Company and its agents as
attorneys-in-fact to act for and on the Executive’s behalf to execute and file
any document and to do all other lawfully permitted acts to further the
purposes of the foregoing with the same legal force and effect as if executed
by the Executive.  In addition, and not
in contravention of any of the foregoing, the Executive acknowledges that all
original works of authorship which are made by him (solely or jointly with
others) within the scope of employment and which are protectable by copyright
are “works made for hire,” as that term is defined in the United States Copyright
Act (17 USC § 101).  To the extent
allowed by law, this Section 7(f) includes all rights of paternity, integrity,
disclosure and withdrawal and any other rights that may be known as or referred
to as “moral rights” (“Moral Rights”). 
To the extent Executive retains any such Moral Rights under applicable
law, the Executive hereby waives such Moral Rights and consents to any action
consistent with the terms of this Agreement with respect to such Moral Rights,
in each case, to the full extent of such applicable law.  The Executive will confirm any such waivers
and consents from time to time as requested by the Company.


 


(g)           Blue Pencil.  If any court of competent jurisdiction shall
at any time deem the duration or the geographic scope of any of the provisions
of this Section 7 unenforceable, the other provisions of this Section 7 shall
nevertheless stand and the duration and/or geographic scope set forth herein
shall be deemed to be the longest period and/or greatest size permissible by
law under the circumstances, and the parties hereto agree that such court shall
reduce the time period and/or geographic scope to permissible duration or size.


 


Section 8.               Injunctive
Relief.  Without intending to limit
the remedies available to the Company, the Executive acknowledges that a breach
of any of the covenants contained in Section 7 hereof may result in material
irreparable injury to the Company or its subsidiaries or affiliates for which
there is no adequate remedy at law, that it will not be possible to measure damages
for such injuries precisely and that, in the event of such a breach or threat
thereof, the Company shall be entitled to obtain a temporary restraining order
and/or a preliminary or permanent injunction, without the necessity of proving
irreparable harm or injury as a result of such breach or threatened breach of
Section 7 hereof, restraining the Executive from engaging in activities
prohibited by Section 7 hereof or such other relief as may be required
specifically to enforce any of the covenants in Section 7 hereof.  Notwithstanding any other provision to the
contrary, the Restricted Period shall be tolled during any period of violation
of any of the covenants in Section 7(b) or Section 7(c) hereof and during any
other period required for litigation during which the Company seeks to enforce
this covenant against the Executive if it is ultimately determined that such
person was in breach of such covenants.


 


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Section 9.               Representations
and Warranties of the Executive.  The
Executive represents that:


 


(a)           the Executive is entering into this
Agreement voluntarily and that his employment hereunder and compliance with the
terms and conditions hereof will not conflict with or result in the breach by
him of any agreement to which he is a party or by which he may be bound,


 


(b)           he has not, and in connection with
his employment with the Company will not, violate any non-solicitation or other
similar covenant or agreement by which he is or may be bound, and


 


(c)           in connection with his employment
with the Company he will not use any confidential or proprietary information he
may have obtained in connection with employment with any prior employer.


 


Section 10.             Taxes.  The Company may withhold from any payments
made under this Agreement all applicable taxes, including but not limited to
income, employment and social insurance taxes, as shall be required by law.


 


Section 11.             Successors
and Assigns; No Third-Party Beneficiaries.


 


(a)           The Company. This Agreement
shall inure to the benefit of and be enforceable by, and may be assigned by the
Company to, any purchaser of all or substantially all of the Company’s business
or assets, any successor to the Company or any assignee thereof (whether direct
or indirect, by purchase, merger, consolidation or otherwise).  The Company will require any such purchaser,
successor or assignee to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to
perform it if no such purchase, succession or assignment had taken place.


 


(b)           The Executive.  The Executive’s rights and obligations under
this Agreement shall not be transferable by the Executive by assignment or
otherwise, without the prior written consent of the Company; provided, however,
that if the Executive shall die, all amounts then payable to the Executive
hereunder shall be paid in accordance with the terms of this Agreement to the
Executive’s devisee, legatee or other designee or, if there be no such designee,
to the Executive’s estate.


 


Section 12.             Waiver
and Amendments.  Any waiver,
alteration, amendment or modification of any of the terms of this Agreement
shall be valid only if made in writing and signed by the parties hereto; provided,
however, that any such waiver, alteration, amendment or modification is
consented to on the Company’s behalf by the Board.  No waiver by either of the parties hereto of
their rights hereunder shall be deemed to constitute a waiver with respect to
any subsequent occurrences or transactions hereunder unless such waiver
specifically states that it is to be construed as a continuing waiver.


 


Section 13.             Severability
and Governing Law.  If any covenants
or such other provisions of this Agreement are found to be invalid or unenforceable
by a final determination of 


 


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a court of competent jurisdiction (a) the remaining terms and
provisions hereof shall be unimpaired and (b) the invalid or unenforceable term
or provision hereof shall be deemed replaced by a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision hereof.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA (WITHOUT GIVING
EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF) APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.


 


Section 14.             Notices.


 


(a)           Every notice or other communication
relating to this Agreement shall be in writing, and shall be mailed to or
delivered to the party for whom it is intended at such address as may from time
to time be designated by it in a notice mailed or delivered to the other party
as herein provided, provided that, unless and until some other address be so
designated, all notices or communications by the Executive to the Company shall
be mailed or delivered to the Company at its principal executive office, and
all notices or communications by the Company to the Executive may be given to
the Executive personally or may be mailed to Executive at the Executive’s last
known address, as reflected in the Company’s records.


 


(b)           Any notice so addressed shall be
deemed to be given:  (i) if delivered by
hand, on the date of such delivery; (ii) if mailed by courier, on the first
business day following the date of such mailing; and (iii) if mailed by
registered or certified mail, on the third business day after the date of such
mailing.


 


Section 15.             Section
Headings.  The headings of the sections
and subsections of this Agreement are inserted for convenience only and shall
not be deemed to constitute a part thereof, affect the meaning or
interpretation of this Agreement or of any term or provision hereof.


 


Section 16.             Entire
Agreement.  This Agreement
constitutes the entire understanding and agreement of the parties hereto
regarding the employment of the Executive. 
This Agreement supersedes all prior negotiations, discussions,
correspondence, communications, understandings and agreements between the
parties relating to the subject matter of this Agreement, including, without
limitation, the Original Agreement.


 


Section 17.             Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.


 


[Signatures to appear on the
following page.]


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written.


 


	
   

  	
   

  	
   

  
	
   

  	
  MEDICAL STAFFING NETWORK, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Robert J. Adamson

  	
   

  
	
   

  	
   

  	
  Name: Robert J. Adamson

  
	
   

  	
   

  	
  Title: Chairman and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MEDICAL STAFFING NETWORK HOLDINGS,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Robert J. Adamson

  	
   

  
	
   

  	
   

  	
  Name: Robert J. Adamson

  
	
   

  	
   

  	
  Title: Chairman and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
     /s/ N. Larry McPherson 

  	
   

  
	
   

  	
  N. Larry McPherson

  



 


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