**Exhibit 10.18**

 

**GENERAL WAIVER AND RELEASE OF CLAIMS**

 

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

 

1.  Resignation. MSN hasaccepted your resignation effective January 16, 2006. For purposes of thisWaiver and Release, MSN has agreed to treat your resignation as a Terminationby the Executive for Good Reason, as that term is defined in your EmploymentAgreement with MSN, a copy of which is attached as Exhibit A.

 

2.  Contractual Requirement toExecute a General Waiver and Release of Claims (Waiver and Release). Pursuantto Section 6(f)(iv) in your Employment Agreement, payment of any amountspursuant to Section 6(f), Payments upon Termination shall be expresslyconditioned upon your execution of this Waiver and Release against MSN and itsofficers, directors, agents, and affiliates. Furthermore, this Waiver andRelease will be deemed Confidential Information as defined in Section 7(a) ofyour Employment Agreement.

 

3.  Full Satisfaction. Youhereby acknowledge and agree that, except for the payments specified in Section6(f) Payments upon Termination in your Employment Agreement you will notbe entitled to any other compensation or benefits from MSN, except as follows:

 

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

 

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

 

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

 

4.  General Release.

 

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

 

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

 

(b)  Notwithstanding thegenerality of clause (a) above, the Released Claims include, withoutlimitation, (i) any and all claims under Title VII of the Civil Rights Act of1964, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the EmployeeRetirement Income Security Act of 1974, the Americans with Disabilities Act,and any and all other federal, state or local laws, statutes, rules andregulations pertaining to employment or otherwise, and (ii) any claims forwrongful discharge, breach of contract, fraud, misrepresentation or anycompensation claims, or any other claims under any statute, rule or regulationor under the common law, including compensatory damages, punitive damages,attorney’s fees, costs, expenses and all claims for any other type of damage orrelief.

 

(c)  You agree that you hadsufficient opportunity to thoroughly discuss the implications of this Waiverand Release with independent advisors of your choice prior to signing thisWaiver and Release. You are advised that you should consult with an attorneyregarding the waivers and releases contained in this Waiver and Release. Youare further advised that you have twenty-one (21) days from the receipt of thisWaiver and Release within which to consider this Waiver and Release and returnit to the Company, and you have a period of (7) days following the execution ofthis Waiver and Release in which you may revoke the Waiver and Release. Any sumscalled for in this Waiver and Release will not be paid to you until theexpiration of the revocation period.

 

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

 

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

 

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

 

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

 
|   | MEDICAL STAFFING NETWORK HOLDINGS, INC. |
|--------|-----------------------------------------|
|   |                                    |
|   | BY:                                     |   /s/ Susan Napolitano |   |
|   | Susan Napolitano                        |
|   | Vice President, Human Resources         |
|   |
|   | DATE: January 16, 2006                  |
|   |
|   |                                    |
|   | BY:                                     |   /s/ Gary Peck |   |
|   | Gary Peck                               |
|   |                                    |
|   |
|   | DATE:                                   | January 25, 2006 |   |
|        |                                         |  |  |  |  |  |

 

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