EX-10.1






Exhibit 10.1




EMPLOYMENT AGREEMENT




     THIS AGREEMENT is made on the 3rd day of October, 2008 by and between Kevin Wilson (the
“Employee”) and TEAMSTAFF, INC., a New Jersey corporation (the “Company”) and is effective as of
the 1st day of October, 2008.



WITNESSETH:




     WHEREAS, the Company and its subsidiaries are engaged in the business of providing staffing
services; and



     WHEREAS, the Employee is currently employed by the Company and the Company desires to continue
the employment of the Employee and secure for the Company the experience, ability and services of
the Employee; and



     WHEREAS, the Employee desires to continue his employment with the Company, pursuant to the
terms and conditions herein set forth, superseding all prior oral and written employment
agreements, and term sheets and letters between the Company, its subsidiaries and/or predecessors
and Employee;



     NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows:



ARTICLE 1




DEFINITIONS




     1.1 Accrued Compensation. Accrued Compensation shall mean an amount which
shall include all amounts earned or accrued through the “Termination Date” (as defined below) but
not paid as of the Termination Date, including (i) Base Salary, (ii) reimbursement for business
expenses incurred by the Employee on behalf of the Company, pursuant to the Company’s



 









 




expense reimbursement policy in effect at such time, (iii) vacation pay, and (iv) unpaid
bonuses and incentive compensation earned and awarded prior to the Termination Date.




     1.2 Cause. Cause shall mean: (i) willful disobedience by the Employee of a material and lawful
instruction of the Chief Executive Officer or the Board of Directors of the Company; (ii) formal
charge, indictment or conviction of the Employee of any misdemeanor involving fraud or embezzlement
or similar crime, or any felony; (iii) conduct amounting to fraud, dishonesty, gross negligence,
willful misconduct or recurring insubordination; or (iv) excessive absences from work, other than
for illness or Disability; provided that the Company shall not have the right to terminate the
employment of Employee pursuant to the foregoing clauses (i), (iii), and (iv) above unless written
notice specifying such breach shall have been given to the Employee and, in the case of breach
which is capable of being cured, the Employee shall have failed to cure such breach within thirty
(30) days after his receipt of such notice.



     1.3 Change in Control. “Change in Control” shall mean any of the following events:



          (a) An acquisition (other than directly from the Company) of any voting securities of the
Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”))
immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of twenty percent (20%) or more of the combined voting power of the
Company’s then outstanding Voting Securities; provided, however, that “Person,” as used in this
subparagraph 1.3(a), shall not include any Person who is the Beneficial Owner of 10% or more of the
combined voting power of the Company’s outstanding Voting Securities on the date hereof; and
provided further that in determining whether a Change



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in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition”
(as defined below) shall not constitute an acquisition which would cause a Change in Control.




               (i) A “Non-Control Acquisition” shall mean an acquisition by (1) an employee benefit plan (or
a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other
Person of which a majority of its voting power or its equity securities or equity interest is owned
directly or indirectly by the Company (a “Subsidiary”), or (2) the Company or any Subsidiary.



               (ii) Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely
because a Person (the “Subject Person”) gained Beneficial Ownership of more than the permitted
amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by
the Company which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change
in Control would occur (but for the operation of this sentence) as a result of the acquisition of
Voting Securities by the Company, and after such share acquisition by the Company, the Subject
Person becomes the Beneficial Owner of any additional Voting Securities which increases the
percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then
a Change in Control shall occur.



          (b) Except as otherwise provided in subparagraph 1.3(c)(i), the individuals who, as of the
date this Agreement is approved by the Board, are members of the Board (the “Incumbent Board”),
cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the
election, or nomination for election by the Company’s stockholders, of any new director was
approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for
purposes of this Agreement, be considered and defined as a member of the



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Incumbent Board; and provided, further, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of either an actual
“Election Contest” (as described in Rule 14a-11 promulgated under the 1934 Act) or other
solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy
Contest”); or




          (c) Approval by stockholders of the Company of:




               (i) A merger, consolidation or reorganization involving the Company, unless: (1) the
stockholders of the Company, immediately before such merger, consolidation or reorganization, own,
directly or indirectly immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting securities of the
corporation resulting from such merger or consolidation or reorganization (the “Surviving
Corporation”) in substantially the same proportion as their ownership of the Voting Securities
immediately before such merger, consolidation or reorganization, and (2) the individuals who were
members of the Incumbent Board immediately prior to the execution of the agreement providing for
such merger, consolidation or reorganization constitute at least a majority of the members of the
board of directors of the Surviving Corporation. A transaction described in clauses (1) through
(2) shall herein be referred to as a “Non-Control Transaction”; or



               (ii) An agreement for the sale or other disposition of all or substantially all of the assets
of the Company, which sale or disposition includes the TeamStaff Government Solutions subsidiary
or operating assets, to any Person, other than a transfer to a Subsidiary, in one transaction or a
series of related transactions;



               (iii) The stockholders of the Company approve any plan or proposal for the liquidation or
dissolution of the Company.



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          (d) Notwithstanding anything contained in this Agreement to the contrary, if the Employee’s
employment is terminated prior to a Change in Control and the Employee reasonably demonstrates that
such termination (i) was at the request of a third party who has indicated an intention or taken
steps reasonably calculated to effect a Change in Control (a “Third Party”) or (ii) otherwise
occurred in connection with, or in anticipation of, a Change in Control, then for all purposes of
this Agreement, the date of a Change in Control with respect to the Employee shall mean the date
immediately prior to the date of such termination of the Employee’s employment.




     1.4 Continuation Benefits. Continuation Benefits shall be the continuation of the Benefits,
as defined in Section 5.1, for the period commencing on the Termination Date and terminating six
months thereafter, or such other period as specifically stated by this agreement (the “Continuation
Period”) at the Company’s expense on behalf of the Employee and his dependents; and (ii) the level
and availability of benefits provided during the Continuation Period shall at all times be subject
to the post-employment conversion or portability provisions of the benefit plans. The Company’s
obligation hereunder with respect to the foregoing benefits shall also be limited to the extent
that if the Employee obtains any such benefits pursuant to a subsequent employer’s benefit plans,
the Company may reduce the coverage of any benefits it is required to provide the Employee
hereunder as long as the aggregate coverage and benefits of the combined benefit plans is no less
favorable to the Employee than the coverage and benefits required to be provided hereunder. This
definition of Continuation Benefits shall not be interpreted so as to limit any benefits to which
the Employee, his dependents or beneficiaries may be entitled under any of the Company’s employee
benefit plans, programs or practices



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following the Employee’s termination of employment, including, without limitation, retiree
medical and life insurance benefits.




     1.5 Disability. Disability shall mean a physical or mental infirmity which impairs the
Employee’s ability to substantially perform his duties with the Company for a period of sixty (60)
consecutive days and the Employee has not returned to his full time employment prior to the
Termination Date as stated in the “Notice of Termination” (as defined below).



     1.6 Good Reason. “Good Reason” shall mean without the written consent of the Employee: (A) a
material breach of any provision of this Agreement by the Company; (B) failure by the Company to
pay when due any compensation to the Employee; (C) a reduction in the Employee’s Base Salary; (D)
failure by the Company to maintain the Employee in the positions referred to in Section 2.1 of this
Agreement; (E) assignment to the Employee of any duties materially and adversely inconsistent with
the Employee’s positions, authority, duties, responsibilities, powers, functions, reporting
relationship or title as contemplated by Section 2.1 of this Agreement or any other action by the
Company that results in a material diminution of such positions, authority, duties,
responsibilities, powers, functions, reporting relationship or title; (F) relocation of the
principal office of the Company or the Employee’s principal place of employment to a location
outside a 25 mile radius of the present location in Loganville, Georgia, without the Employee’s
written consent; or (G) a Change in Control, provided the event on which the Change of Control is
predicated occurs within 90 days of the service of the Notice of Termination by the Employee, it
being understood that Employee shall have the right to terminate his employment under this Section
1.6 (G) for any reason or no reason within such 90 day period; provided, however, that the Employee
agrees not to terminate his employment for Good Reason pursuant to clauses (A) through (G) unless
(a) the Employee has given the Company at least 30



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days’ prior written notice of his intent to terminate his employment for Good Reason, which
notice shall specify the facts and circumstances constituting Good Reason; and (b) the Company has
not remedied such facts and circumstances constituting Good Reason to the reasonable and good faith
satisfaction of the Employee within a 30-day period after receipt of such notice.




     1.7 Notice of Retention. Notice of Retention shall mean a written notice from the Company to
the Employee prior to, or within ten business days after, a Change of Control stating: (A) the
Change of Control event; (B) that the Company will retain Employee in Employee’s current position
after the date of the Change of Control event; and (C) the period of time (the “Retention Period”)
not to exceed six months from the date of the Change of Control event specified in the Notice of
Retention that the Employee will be retained in Employee’s position.



     1.8 Notice of Termination. Notice of Termination shall mean a written notice from the
Company, or the Employee, of termination of the Employee’s employment which indicates the provision
in this Agreement relied upon, if any and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee’s employment under the
provision so indicated. A Notice of Termination served by the Company shall specify the effective
date of termination.



     1.9 Pro Rata Bonus. “Pro Rata Bonus” shall mean an amount equal to the lesser of (i) the
Targeted Bonus, as defined in section 4.2, multiplied by a fraction, the numerator of which shall
be the number of days from the commencement of the fiscal year to the Termination Date, and the
denominator of which shall be the number of days in the fiscal year in which Employee was
terminated; and (ii) $75,000.



     1.10 Severance Payment. “Severance Payment” shall mean an amount equal to the sum of six
months of Employee’s Base Salary in effect on the Termination Date. The Severance



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Payment shall be payable in equal installments on each of the Company’s regular pay dates for
executives during the six months commencing on the first regular executive pay date following the
Termination Date. The Severance Payment is conditioned on the Employee executing a termination
agreement and release in a form reasonably acceptable to the Employee and the Company.




     1.11 Termination Date. Termination Date shall mean (i) in the case of the Employee’s death,
his date of death; (ii) in the case of Good Reason, 30 days from the date the Notice of Termination
is given to the Company, provided the Company has not remedied such facts and circumstances
constituting Good Reason; (iii) in the case of termination of employment on or after the Expiration
Date, the last day of employment; and (iv) in all other cases, the date specified in the Notice of
Termination; provided, however, if the Employee’s employment is terminated by the Company for any
reason except Cause, the date specified in the Notice of Termination shall be at least 30 days from
the date the Notice of Termination is given to the Employee, and provided further that in the case
of Disability, the Employee shall not have returned to the full-time performance of his duties
during such period of at least 30 days.



ARTICLE II




EMPLOYMENT




     2.1 Subject to and upon the terms and conditions of this Agreement, the Company hereby agrees
to employ the Employee, and the Employee hereby accepts such employment, as President of TeamStaff
Government Solutions, Inc. (f/k/a RS Staffing Services, Inc.).



ARTICLE III




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DUTIES




     3.1 The Employee shall, during the term of his employment with the Company, and subject to the
direction and control of the Company’s Chief Executive Officer, perform such duties and functions
as he may be called upon to perform by the Chief Executive Officer during the term of this
Agreement, consistent with his position as President of TeamStaff Government Solutions.



     3.2 The Employee shall perform, in conjunction with the Company’s Executive Management, to the
best of his ability the following services and duties for the Company and its subsidiary
corporations (by way of example, and not by way of limitation):



          (i) Those duties attendant to the position of President of TeamStaff Government Solutions;




          (ii) Establish and implement current and long range objectives, plans, and policies, subject
to the approval of the Chief Executive Officer;




          (iii) Compliance with local, state and federal regulations and laws governing business
operations; and




          (iv) Promotion of the relationships of the Company with its employees, customers, suppliers
and others in the business community.




     3.3 The Employee agrees to devote full business time and his best efforts in the performance
of his duties for the Company and any subsidiary corporation of the Company.



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     3.4 Employee shall undertake regular travel to the Company’s executive and operational
offices, and such other occasional travel within or outside the United States as is or may be
reasonably necessary in the interests of the Company. All such travel shall be at the sole cost
and expense of the Company and shall include reasonable lodging and food costs incurred by Employee
while traveling.



ARTICLE IV




COMPENSATION




     4.1 During the term of this Agreement, Employee shall be compensated initially at the rate of
$200,000 per annum, subject to such increases, if any, as determined by the Board of Directors, or
if the Board so designates, the Management Resources and Compensation Committee, in its discretion,
at the commencement of each of the Company’s fiscal years during the term of this Agreement (the
“Base Salary”). The base salary shall be paid to the Employee in accordance with the Company’s
regular executive payroll periods.



     4.2 Employee may receive a bonus in the sole discretion of the Management Resources and
Compensation Committee of the Board of Directors. Employee will have an opportunity to earn a
cash bonus (the “Targeted Bonus”) of up to 70% of Employee’s Base Salary for each fiscal year of
employment. The Bonus will be based on performance targets and other key objectives established by
the Chief Executive Officer. Thirty percent of the bonus shall be based on achieving revenue
targets, 60% shall be based on achieving EBITDA targets and 10% shall be based on achieving
corporate goals established by the Chief Executive Officer. At the sole discretion of the
Management Resources and Compensation Committee, Employee may be eligible for additional
compensation for exceeding performance targets.



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     4.3 The Company shall deduct from Employee’s compensation all federal, state, and local taxes
which it may now or hereafter be required to deduct.



     4.4 Employee may receive such other additional compensation as may be determined from time to
time by the Board of Directors including bonuses and other long term compensation plans. Nothing
herein shall be deemed or construed to require the Board to award any bonus or additional
compensation.



ARTICLE V




BENEFITS




     5.1 During the term hereof, the Company shall provide Employee with the following benefits
(the “Benefits”): (i) group health care and insurance benefits as generally made available to the
Company’s senior management; and (ii) such other insurance benefits obtained by the Company and
made generally available to the Company’s senior management. The Company shall reimburse Employee,
upon presentation of appropriate vouchers, for all reasonable business expenses incurred by
Employee on behalf of the Company upon presentation of suitable documentation.



     5.2 In the event the Company wishes to obtain Key Man life insurance on the life of Employee,
Employee agrees to cooperate with the Company in completing any applications necessary to obtain
such insurance and promptly submit to such physical examinations and furnish such information as
any proposed insurance carrier may request.



     5.3 For the term of this Agreement, Employee shall be entitled to paid vacation at the rate of
four (4) weeks per annum.



ARTICLE VI




NON-DISCLOSURE




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     6.1 The Employee shall not, at any time during or after the termination of his employment
hereunder, except when acting on behalf of and with the authorization of the Company, make use of
or disclose to any person, corporation, or other entity, for any purpose whatsoever, any trade
secret or other confidential information concerning the Company’s business , finances, marketing,
accounting , personnel and/or staffing business of the Company and its subsidiaries, including
information relating to any customer of the Company or pool of temporary or permanent employees,
governmental customer or any other nonpublic business information of the Company and/or its
subsidiaries learned as a consequence of Employee’s employment with the Company (collectively
referred to as the “Proprietary Information”). For the purposes of this Agreement, trade secrets
and confidential information shall mean information disclosed to the Employee or known by him as a
consequence of his employment by the Company, whether or not pursuant to this Agreement, and not
generally known in the industry. The Employee acknowledges that trade secrets and other items of
confidential information, as they may exist from time to time, are valuable and unique assets of
the Company, and that disclosure of any such information would cause substantial injury to the
Company. Trade secrets and confidential information shall cease to be trade secrets or
confidential information, as applicable, at such time as such information becomes public other than
through disclosure, directly or indirectly, by Employee in violation of this Agreement.



     6.2 If Employee is requested or required (by oral questions, interrogatories, requests for
information or document subpoenas, civil investigative demands, or similar process) to disclose any
Proprietary Information, Employee shall, unless prohibited by law, promptly notify the Company of
such request(s) so that the Company may seek an appropriate protective order.



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ARTICLE VII




RESTRICTIVE COVENANT




     7.1 In the event of the voluntary termination of employment with the Company prior to the
expiration of the term hereof, or Employee’s discharge in accordance with Article IX, or the
expiration of the term hereof without renewal, Employee agrees that he will not, for a period of
one (1) year following such termination, directly or indirectly, enter into or become associated
with or engage in any other business (whether as a partner, officer, director, shareholder,
employee, consultant, or otherwise), which is involved in the business of providing (i) temporary
and/or permanent staffing of governmental employees, travel health professionals and travel nurses,
(ii) medical and office administration/technical professionals through Federal Supply Schedule
(“FSS”) contracts with both the United States General Services Administration (“GSA”), United
States Department of Veterans Affairs (“DVA”), United States Department of Defense (“DOD”) and
other federal, state and local entities, and (iii) or is otherwise engaged in the same or similar
business as the Company in direct competition with the Company, or which the Company was in the
process of developing, during the tenure of Employee’s employment by the Company. Notwithstanding
the foregoing, the ownership by Employee of less than five percent of the shares of any publicly
held corporation shall not violate the provisions of this Article VII. In furtherance of the
foregoing, Employee shall not during the aforesaid period of non-competition, directly or
indirectly, in connection with any temporary or permanent employee placement or other business of
the Company and its subsidiaries, including information relating to any customer of the Company or
pool of temporary employees, or any other nonpublic business information , or any business similar
to the business in which the Company was engaged, or in the process of developing during Employee’s
tenure with the Company, solicit any customer or



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employee of the Company who was a customer or employee of the Company during the tenure of his
employment.




     7.2 If any court shall hold that the duration of non-competition or any other restriction
contained in this Article VII is unenforceable, it is our intention that same shall not thereby be
terminated but shall be deemed amended to delete therefrom such provision or portion adjudicated to
be invalid or unenforceable or, in the alternative, such judicially substituted term may be
substituted therefor.



ARTICLE VIII




TERM




     8.1 This Agreement shall be for a term (the “Initial Term”) commencing on October 1, 2008 (the
“Commencement Date”) and terminating on September 30, 2010 (the “Expiration Date”), unless sooner
terminated upon the death of the Employee, or as otherwise provided herein.



ARTICLE IX




TERMINATION




     9.1 The Company may terminate this Agreement by giving a Notice of Termination to the Employee
in accordance with this Agreement:




	 	(i)	 	for Cause;
	 
	 	(ii)	 	without Cause;
	 
	 	(iii)	 	for Disability.





     9.2 Employee may terminate this Agreement by giving a Notice of Termination to the Company in
accordance with this Agreement, at any time, with or without good reason.



     9.3 If the Employee’s employment with the Company shall be terminated, the



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Company shall pay and/or provide to the Employee the following compensation and benefits in
lieu of any other compensation or benefits arising under this Agreement or otherwise:




          (i) if the Employee was terminated by the Company for Cause, or the Employee terminates
without Good Reason, the Accrued Compensation;




          (ii) if the Employee was terminated by the Company for Disability,





	 	(a)	 	the Continuation Benefits;
	 
	 	(b)	 	the Accrued Compensation;
	 
	 	(c)	 	the Pro-Rata Bonus; and
	 
	 	(d)	 	the Severance Payment; or





          (iii) if termination was due to the Employee’s death,





	 	(a)	 	the Accrued Compensation;
	 
	 	(b)	 	the Continuation Benefits;
	 
	 	(c)	 	and the Pro Rata Bonus; or





          (iv) if the Employee was terminated by the Company without cause, or the Employee terminates
this Agreement for Good Reason,





	 	(a)	 	the Accrued Compensation;
	 
	 	(b)	 	the Severance Payment; and
	 
	 	(c)	 	the Continuation Benefits.





     9.4 The amounts payable under this Section 9, shall be paid as follows:



          (i) Accrued Compensation shall be paid within five (5) business days after the Employee’s
Termination Date (or earlier, if required by applicable law).




          (ii) If the Continuation Benefits are paid in cash, the payments shall be made on the first
day of each month during the Continuation Period (or earlier, if required by applicable



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law).




          (iii) The Base Salary through the Expiration Date shall be paid in accordance with the
Company’s regular pay periods (or earlier, if required by applicable law).




     9.5 The Employee shall not be required to mitigate the amount of any payment provided for in
this Agreement by seeking other employment or otherwise and no such payment shall be offset or
reduced by the amount of any compensation or benefits provided to the Employee in any subsequent
employment except as provided in Sections 1.4.



ARTICLE X




TERMINATION OF PRIOR AGREEMENTS




     10.1 This Agreement sets forth the entire agreement between the parties and supersedes all
prior agreements, letters and understandings between the parties, whether oral or written prior to
the effective date of this Agreement except for the terms of employee stock option plans,
restricted stock grants and option certificates.



ARTICLE XI




RESTRICTED STOCK GRANTS




     11.1 The Company hereby grants to Employee 30,000 restricted shares of the Company’s Common
Stock, $.001 par value subject to the provisions of the Company’s 2006 Long Term Incentive Plan
(the “Plan”).



     11.2 One-third of such shares shall vest upon the execution of this agreement. One-third
shall vest on September 30, 2009, upon satisfaction of the performance targets and other key
objectives established by the Chief Executive Officer for 2009 for Employee’s Targeted Bonus; and
one-third of such shares shall vest on September 30, 2010 upon the satisfaction of the performance
targets for the Targeted Bonus for 2010. If Employee renders continuous service to



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the Company from the date hereof to a vesting date, on each such vesting date the Company
shall deliver to Employee such number of shares of Common Stock as shall vest on such date.




     11.3 In the event of a Change of Control, as defined in Section 1.3, the conditions to the
vesting of any outstanding Restricted Stock Awards granted to the Employee under this Article XI
shall be deemed void and all such Shares shall be immediately and fully vested and delivered to the
Employee.



ARTICLE XII




EXTRAORDINARY TRANSACTIONS




     12.1 The Company’s Board of Directors has determined that it is appropriate to reinforce and
encourage the continued attention and dedication of members of the Company’s management, including
the Employee, to their assigned duties without distraction in potentially disturbing circumstances
arising from the possibility of a change in control of the Company.



     In the event that within ninety days (90) days of a Change of Control, (i) Employee is
terminated, or (ii) Employee’s status, title, position or responsibilities are materially reduced
and Employee terminates his Employment, the Company shall pay and/or provide to the Employee, the
following compensation and benefits:




	 	a.	 	The Company shall pay the Employee, in lieu of any other
payments due hereunder, (i) the Accrued Compensation; (ii) the Continuation
Benefits; and (iii) as severance, Base Salary for a period of six (6) months
payable in equal installments on each of the Company’s regular pay dates for
executives during the six months commencing on the first regular executive pay
date following the termination Date; and




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	 	b.	 	The conditions to the vesting of any outstanding incentive
awards (including restricted stock, stock options and granted performance
shares or units) granted to the Employee under any of the Company’s plans, or
under any other incentive plan or arrangement, shall be deemed void and all
such incentive awards shall be immediately and fully vested and exercisable.





     12.4 In the event the Company serves a Notice of Retention, and Employee diligently performs
Employee’s duties during the Retention Period, the Company shall pay Employee, in one lump sum on
the first day of the month immediately following the month in which the Retention Period ends, an
amount equal to 50% of Employee’s then current Base Salary. In the event the Company fails to
serve a Notice of Retention, the Company shall pay Employee, in one lump sum on the first day of
the month immediately following the Change of Control, an amount equal to 50% of Employee’s then
current Base Salary.



     12.5 Notwithstanding the foregoing, if the payment under this Article XII, either alone or
together with other payments which the Employee has the right to receive from the Company, would
constitute an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of
1986, as amended (the “Code”), the aggregate of such credits or payments under this Agreement and
other agreements shall be reduced to the largest amount as will result in no portion of such
aggregate payments being subject to the excise tax imposed by Section 4999 of the Code. The
priority of the reduction of excess parachute payments shall be in the discretion of the Employee.
The Company shall give notice to the Employee as soon as practicable after its determination that
Change of Control payments and benefits are subject to the excise tax, but no later than ten (10)
days in advance of the due date of such Change of Control payments and benefits, specifying the
proposed date of payment and the Change of Control benefits and



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payments subject to the excise tax. Employee shall exercise his option under this paragraph
12.4 by written notice to the Company within five (5) days in advance of the due date of the Change
of Control payments and benefits specifying the priority of reduction of the excess parachute
payments.




ARTICLE XIII




ARBITRATION AND INDEMNIFICATION




     13.1 Any dispute arising out of the interpretation, application, and/or performance of this
Agreement with the sole exception of any claim, breach, or violation arising under Articles VI or
VII hereof shall be settled through final and binding arbitration before a single arbitrator in the
State of New Jersey in accordance with the Rules of the American Arbitration Association. The
arbitrator shall be selected by the Association and shall be an attorney-at-law experienced in the
field of corporate law. Any judgment upon any arbitration award may be entered in any court,
federal or state, having competent jurisdiction of the parties.



     13.2 The Company hereby agrees to indemnify, defend, and hold harmless the Employee for any
and all claims arising from or related to his employment by the Company at any time asserted, at
any place asserted, to the fullest extent permitted by law, except for claims based on Employee’s
fraud, deceit or willfulness. The Company shall maintain such insurance as is necessary and
reasonable to protect the Employee from any and all claims arising from or in connection with his
employment by the Company during the term of Employee’s employment with the Company and for a
period of six (6) years after the date of termination of employment for any reason. The provisions
of this Section 13.2 are in addition to and not in lieu of any indemnification, defense or other
benefit to which Employee may be entitled by statute, regulation, common law or otherwise.



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ARTICLE XIV




SEVERABILITY




     If any provision of this Agreement shall be held invalid and unenforceable, the remainder of
this Agreement shall remain in full force and effect. If any provision is held invalid or
unenforceable with respect to particular circumstances, it shall remain in full force and effect in
all other circumstances.



ARTICLE XV




NOTICE




     For the purposes of this Agreement, notices and all other communications provided for in the
Agreement shall be in writing and shall be deemed to have been duly given when (a) personally
delivered or (b) sent by (i) a nationally recognized overnight courier service or (ii) certified
mail, return receipt requested, postage prepaid and in each case addressed to the respective
addresses as set forth below or to any such other address as the party to receive the notice shall
advise by due notice given in accordance with this paragraph. All notices and communications shall
be deemed to have been received on (A) if delivered by personal service, the date of delivery
thereof; (B) if delivered by a nationally recognized overnight courier service, on the first
business day following deposit with such courier service; or (C) on the third business day after
the mailing thereof via certified mail. Notwithstanding the foregoing, any notice of change of
address shall be effective only upon receipt.



     The current addresses of the parties are as follows:



	 	 	 	 	 
	 

	 	IF TO THE COMPANY:
	 	TeamStaff, Inc.
	 

	 	 	 	1 Executive Drive
	 

	 	 	 	Somerset, NJ 08873






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	 	WITH A COPY TO:
	 	Victor J. DiGioia
	 

	 	 	 	Becker & Poliakoff, LLP
	 

	 	 	 	45 Broadway
	 

	 	 	 	New York, NY 10006
	 
	 	 	 	 
	 

	 	IF TO THE EMPLOYEE:	 	 






ARTICLE XVI



BENEFIT



     This Agreement shall inure to, and shall be binding upon, the parties hereto, the successors
and assigns of the Company, and the heirs and personal representatives of the Employee.



ARTICLE XVII




WAIVER




     The waiver by either party of any breach or violation of any provision of this Agreement shall
not operate or be construed as a waiver of any subsequent breach of construction and validity.



ARTICLE XVIII




GOVERNING LAW




     This Agreement has been negotiated and executed in the State of New Jersey which shall govern
its construction and validity.



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ARTICLE XIX




JURISDICTION




     Any or all actions or proceedings which may be brought by the Company or Employee under this
Agreement shall be brought in courts having a situs within the State of New Jersey, and Employee
and the Company each hereby consent to the jurisdiction of any local, state, or federal court
located within the State of New Jersey.



ARTICLE XX




ENTIRE AGREEMENT




     This Agreement contains the entire agreement between the parties hereto. No change, addition,
or amendment shall be made hereto, except by written agreement signed by the parties hereto.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement and affixed their hands
and seals the day and year first above written.



	 	 	 	 	 
	 	TEAMSTAFF, INC.


 	 
	 	By:  	/s/ Rick Filippelli
 	 
	 	 	Rick Filippelli 	 
	 	 	Chief Executive Officer 	 
	 
	 	 	 
	 	/s/ Kevin Wilson
 	 
	 	Kevin Wilson 	 
	 	Employee 	 
	 




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