Prepared by MERRILL CORPORATION




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Exhibit 10.1    
  


 
 

EXECUTIVE EMPLOYMENT AGREEMENT    
  


    This Executive Employment Agreement is made and entered into by and between Labor Ready, Inc., a Washington corporation, including its subsidiaries
("Company") and Steven C. Cooper ("Executive") effective as of January 9, 2001. 


 
 

RECITALS    
  


    WHEREAS, Executive has been serving as Vice President of Finance for the Company; 


    WHEREAS,
Company believes that Executive's experience, knowledge of corporate affairs, reputation and abilities are of great value to Company's future growth and profits; and 


    WHEREAS,
Company wishes to continue to employ Executive and Executive is willing to continue to be employed by Company; and 


    WHEREAS,
the Company's Board of Directors has elected Executive to the offices of Executive Vice President and Chief Financial Officer; 


    NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Company and Executive agree as follows: 


    1.  Employment.  The Company agrees to and hereby does employ Executive, and
Executive hereby agrees to continue in the employment of the Company, subject to the supervision and direction of the Chief Executive Officer and the Board of Directors. Executive's employment shall
be for a period commencing on January 9, 2001 and ending on January 8, 2006, unless such period is extended by written agreement of the parties or is sooner terminated pursuant to the
provisions of Paragraphs 4, 11 or 12. 


    2.  Duties of Executive.  Executive agrees to devote the necessary time,
attention, skill and efforts to the performance of his duties as Executive Vice President and Chief Financial Officer of the Company and such other duties as may be assigned by the Board of Directors
in its discretion. 


    3.  Compensation.  



    (a) Executive's
initial salary shall be at the rate of Two Hundred Twenty Thousand and No/100 Dollars ($220,000) per year, payable biweekly, from January 9,
2001, until changed by the Board of Directors as provided herein. 


    (b) 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 may see fit, in its sole and unrestricted discretion, commensurate with Executive's performance and the overall performance of the Company. Executives compensation shall be
reviewed annually by the Compensation Committee of the Board of Directors. 




    4.  Failure to Pay Executive.  The failure of Company to pay Executive his salary
as provided in Paragraph 3 may, in Executive's sole discretion, be deemed a breach of this Agreement and, unless such breach is cured within fifteen days after written notice to Company, this
Agreement shall terminate. Executive's claims against Company arising out of the nonpayment shall survive termination of this Agreement. 


    5.  Options to Purchase Common Stock.  Executive is granted unvested options to
purchase 250,000 shares of the Company's common stock. The terms and conditions of the options are set forth in Exhibits A and B. 


    6.  Reimbursement for Expenses.  Company shall reimburse Executive for reasonable
out-of-pocket expenses that Executive shall incur in connection with his services for Company contemplated by this Agreement, on presentation by Executive of appropriate
vouchers and receipts for such expenses to 





 


Company. At times it may be in the best interests of the Company for Executive's spouse to accompany him on such business travel. On such occasions Company shall reimburse Executive for reasonable
out-of-pocket expenses incurred for his spouse. Such occasions shall be determined by guidelines established by the Chief Executive Officer or the Board of Directors, or in the
absence of such guidelines, by Executive's sound discretion. 


    7.  Vacation.  Executive shall be entitled each year during the term of this
Agreement to a vacation of twenty (20) business days, no two of which need be consecutive, during which time his compensation shall be paid in full. The length of annual vacation time shall
increase by one day for every year of service to the Company after 2001 to a maximum of 25 business days per year. 


    8.  Change in Ownership or Control.  In the event of a change in the ownership of
Company, effective control of Company, or the ownership of a substantial portion of Company's assets, all unvested stock options shall immediately vest. 


    9.  Liability Insurance and Indemnification.  The Company shall procure and
maintain throughout the term of this Agreement a policy or policies of liability insurance for the protection and benefit of directors and officers of the Company. Such insurance shall have a combined
limit of not less than $10,000,000.00 and may have a deductible of not more than $100,000.00. To the fullest extent permitted by law, Company shall indemnify and hold harmless Executive for any and
all lost, cost, damage and expense including attorneys' fees and court costs incurred or sustained by Executive, arising out of the proper discharge by Executive of his duties hereunder in good faith. 


    10.  Other Benefits.  Executive shall be entitled to all benefits offered
generally to employees of Company. Nothing in this Agreement shall be construed as limiting or restricting any benefit to Executive under any pension, profit-sharing or similar retirement plan, or
under any group life or group health or accident or other plan of the Company, for the benefit of its employees generally or a group of them, now or hereafter in existence. 


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



    (a) This
Agreement may be terminated for cause at any time upon thirty (30) days written notice to Executive. Cause shall exist if Executive is guilty of
dishonesty, gross neglect of duty hereunder, or other act or omission which impairs Company's ability to conduct its ordinary business in its usual manner. The notice of termination shall specify with
particularity the actions or inactions constituting such cause. In the event of termination under this section, Company shall pay Executive all amounts due hereunder which are then accrued but unpaid
within thirty (30) days after Executive's last day of employment. 


    (b) In
the event that Executive shall, during the term of his employment hereunder, fail to perform his duties as the result of illness or other incapacity and such
illness or other incapacity shall continue for a period of more than six months, the Company shall have the right, by written notice either personally delivered or sent by certified mail, to terminate
Executive's employment hereunder as of a date (not less than 30 days after the date of the sending of such notice) to be specified in such notice. 




    12.  Termination by Executive.  If Company shall cease conducting its business,
take any action looking toward its dissolution or liquidation, make an assignment for the benefit of its creditors, admit in writing its inability to pay its debts as they become due, file a
voluntary petition or be the subject of an involuntary petition in bankruptcy, or be the subject of any state or federal insolvency proceeding of any kind, then Executive may, in his sole discretion,
by written notice to Company, terminate his employment and Company hereby consents to the release of Executive under such circumstances and agrees that if Company ceases to operate or to exist as a
result of such event, the non-competition and 


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other provisions of Paragraph 16 of this Agreement shall terminate. In addition, Executive shall have the right to terminate this Agreement upon giving three (3) months written notice to
Company. 


    13.  Communications to Company.  Executive shall communicate and channel to
Company all knowledge, business, and customer contacts and any other matters of information that could concern or be in any way beneficial to the business of Company, whether acquired by Executive
before or during the term of this Agreement; provided, however, that nothing under this Agreement shall be construed as requiring such communications where the information is lawfully protected from
disclosure as a trade secret of a third party. 


    14.  Binding Effect.  This Agreement shall be binding on and shall inure to the
benefit of any successor or successors of employer and the personal representatives of Executive. 


    15.  Confidential Information.  



    (a) As
the result of his duties, Executive will necessarily have access to some or all of the confidential information pertaining to Company's business. It is agreed
that "Confidential Information" of Company includes: 



    (1) The
ideas, methods, techniques, formats, specifications, procedures, designs, systems, processes, data and software products which are unique to Company; 


    (2) All
customer, marketing, pricing and financial information pertaining to the business of Company; 


    (3) All
operations, sales and training manuals; 


    (4) All
other information now in existence or later developed which is similar to the foregoing; and 


    (5) All
information which is marked as confidential or explained to be confidential or which, by its nature, is confidential. 




    (b) Executive
understands that he will necessarily have access to some or all of the Confidential Information. Executive recognizes the importance of protecting the
confidentiality and secrecy of the Confidential Information and, therefore, agrees to use his best efforts to protect the Confidential Information from unauthorized disclosure to other persons.
Executive understands that protecting the Confidential Information from unauthorized disclosure is critically important to the success and competitive advantage of Company and that the unauthorized
disclosure of the Confidential Information would greatly damage Company. 


    (c) Executive
agrees not to disclose any Confidential Information to others or use any Confidential Information for his own benefit. Executive further agrees that upon
request of the Chief Executive Officer of Company, he shall immediately return all Confidential Information, including any copies of Confidential Information in his possession. 




    16.  Covenants Against Competition.  It is understood and agreed that the nature
of the methods employed in Company's business is such that Executive will be placed in a close business and personal relationship with the customers of Company. Thus, during the term of this Executive
Employment Agreement and for a period of two (2) years immediately following the termination of Executive's employment, for any reason whatsoever, so long as Company continues to carry on the
same business, said Executive shall not, for any reason whatsoever, directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership,
corporation or business entity: 



    (a) Call
upon, divert, influence or solicit or attempt to call, divert, influence or solicit any customer or customers of Company; 



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    (b) Divulge the names and addresses or any information concerning any customer of Company; 



    (c) Solicit,
induce or otherwise influence or attempt to solicit, induce or otherwise influence any employee of the Company to leave his or her employment; 


    (d) Own,
manage, operate, control, be employed by, participate 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 by Company within a radius of twenty-five (25) miles from any then existing or proposed office of Company; and 




    The
time period covered by the covenants contained herein shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any
covenant. If the provisions set forth are determined to be too broad to be enforceable at law, then the area and/or length of time shall be reduced to such area and time and that shall be enforceable. 


    17.  Enforcement of Covenants.  



    (a) The
covenants set forth herein on the part of Executive shall be construed as an agreement independent of any other provision in this Executive Employment Agreement
and the existence of any claim or cause of action of Executive against Company, whether predicated on this Executive Employment Agreement or otherwise, shall not constitute a defense to the
enforcement by Company of the covenants contained herein. 


    (b) Executive
acknowledges that irreparable damage will result to Company in the event of the breach of any covenant contained herein and Executive agrees that in the
event of any such breach, Company shall be entitled, in addition to any and all other legal or equitable remedies and damages, to a temporary and/or permanent injunction to restrain the violation
thereof by Executive and all of the persons acting for or with Executive. 




    18.  Law to Govern Contract.  It is agreed that this Agreement shall be governed
by, construed and enforced in accordance with the laws of the State of Washington. 


    19.  Arbitration.  Company and Executive agree with each other that any claim of
Executive or Company arising out of or relating to this Agreement or the breach of this Agreement or Executive's employment by Company, including, without limitation, any claim for compensation due,
wrongful termination and any claim alleging discrimination or harassment in any form shall be resolved by binding arbitration, except for claims in which injunctive relief is sought and obtained. The
arbitration
shall be administered by the American Arbitration Association under its Employment Arbitration Rules at the American Arbitration Association Office nearest the place of employment. The award entered
by the arbitrator shall be final and binding in all respects and judgment thereon may be entered in any Court having jurisdiction. 


    20.  Entire Agreement.  This Agreement shall constitute the entire agreement
between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this
Agreement. 


    21.  Modification of Agreement.  Any modification of this Agreement or additional
obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party. 


    22.  No Waiver.  The failure of either party to this Agreement to insist upon the
performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as thereafter waiving any
such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 


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    23.  Attorneys' Fees.  In the event that any action is filed in relation to this
Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all other required sums, a reasonable sum for the successful party's attorneys' fees. 



    24.  Notices.  Any notice provided for or concerning this Agreement shall be in
writing and shall be deemed sufficiently given when personally delivered or when sent by certified or registered, return receipt requested mail if sent to the respective address of each party as set
forth below, or such other address as each party shall designate by notice. 


    25.  Survival of Certain Terms.  The terms and conditions set forth in Paragraphs
15 through 19 of this Agreement shall survive termination of the remainder of this Agreement. 


    IN
WITNESS WHEREOF, each party to this Agreement has caused it to be executed on the date indicated below. 



	 	 	EXECUTIVE:	 	 	 	COMPANY:
	

 	
 	

Steven C. Cooper	
 	

 	
 	

Labor Ready, Inc.,

a Washington corporation
	

By:	
 	

 	
 	

By:	
 	

 
	 	 	
 Steven C. Cooper	 	 	 	
 Richard L. King, Chief Executive Officer





	Date:	 	 	 	Date:	 	 
	 	 	
	 	 	 	





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EXHIBIT A
  
    Stock Option Grant    
  



	GRANT DATE:	 	January 9, 2001
	

GRANT PRICE:	
 	

Closing price on the Grant Date





	TOTAL NUMBER OF SHARES:	 	150,000





	VESTING SCHEDULE:	 	Options for the specified number of shares shall vest on the following dates:





	DATE
 
	 	NUMBER OF SHARES

	January 9, 2002	 	37,500
	January 9, 2003	 	37,500
	January 9, 2004	 	37,500
	January 9, 2005	 	37,500






TERMS AND CONDITIONS OF THE STOCK OPTION GRANT: 


    1.  Except
as otherwise provided herein, all unexercised options shall expire five (5) years from the Grant Date or upon the termination date, whichever is
earlier, if the Executive Employment Agreement is terminated for cause. If the Executive Employment Agreement is terminated by Executive without cause, then all options shall terminate ninety days
after termination of employment. If the Executive Employment Agreement is terminated for any other reason, then all options shall immediately vest and the exercise date shall be extended to a date
which is five years after the date of termination. 


    2.  The
options are categorized as non-qualified stock options. A non-qualified stock option requires payment of income taxes on the difference
between the option price and the market value on the date of exercise. Executive shall be responsible for any income tax consequences and expense associated with the grant or exercise of the options,
and is responsible for consulting his individual tax advisor. 


    3.  Payment
for shares purchased through the exercise of options may be made either in cash or its equivalent or by tendering previously acquired shares at market
value, or both. 


    The
closing price on January 9, 2001 was $3.25. 


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EXHIBIT B
  
    Stock Option Grant    
  



	GRANT DATE:	 	January 9, 2001
	

GRANT PRICE:	
 	

Closing price on the Grant Date





	TOTAL NUMBER OF SHARES:	 	100,000





	VESTING SCHEDULE:	 	Options for the specified number of shares shall vest on the following dates:





	DATE
 
	 	NUMBER OF SHARES

	July 9, 2005	 	100,000






TERMS AND CONDITIONS OF THE STOCK OPTION GRANT: 


    1.  Except
as otherwise provided herein, all unexercised options shall expire five (5) years from the Grant Date or upon the termination date, whichever is
earlier, if the Executive Employment Agreement is terminated for cause. If the Executive Employment Agreement is terminated by Executive without cause, then all options shall terminate ninety days
after termination of employment. If the Executive Employment Agreement is terminated for any other reason, then all options shall immediately vest and the exercise date shall be extended to a date
which is five years after the date of termination. 


    2.  The
options are categorized as non-qualified stock options. A non-qualified stock option requires payment of income taxes on the difference
between the option price and the market value on the date of exercise. Executive shall be responsible for any income tax consequences and expense associated with the grant or exercise of the options,
and is responsible for consulting his individual tax advisor. 


    3.  Payment
for shares purchased through the exercise of options may be made either in cash or its equivalent or by tendering previously acquired shares at market
value, or both. 


    The
closing price on January 9, 2001 was $3.25. 


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QuickLinks



Exhibit 10.1


EXECUTIVE EMPLOYMENT AGREEMENT

RECITALS

EXHIBIT A Stock Option Grant

EXHIBIT B Stock Option Grant