EX-10.1






Exhibit 10.1




EMPLOYMENT AGREEMENT




     THIS AGREEMENT is made on the 23rd day of July, 2008 by and between Cheryl Presuto
(the “Employee”) and TEAMSTAFF, INC., a New Jersey corporation (the “Company”) and is effective as
of the 1st day of October, 2007.



WITNESSETH:




     WHEREAS, the Company and its subsidiaries are engaged in the business of providing Business
Outsourcing 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 her 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 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 her receipt of
such notice.



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



     a. (i) 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 (27% if such Person is Wynnnefield Capital Inc. and
its affiliates); provided, however, that in determining whether a Change 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



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Change in Control. 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. 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 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



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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, (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 two-thirds of the members of the
board of directors of the Surviving Corporation, and (3) no Person (other than the Company, any
Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the
Company, the Surviving Corporation or any Subsidiary) becomes Beneficial Owner of twenty percent
(20%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting
securities as a result of such merger (27% if such Person is Wynnnefield Capital Inc. and its
affiliates) , consolidation or reorganization, a transaction described in clauses (1) through (3)
shall herein be referred to as a “Non-Control Transaction”; or




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          (ii) An agreement for the sale or other disposition of all or substantially all of the assets
of the Company, 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.




     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 12
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; provided, however,
that (i) in no event shall the Continuation Period exceed 18 months from the Termination Date; 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



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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, her dependents or beneficiaries may be entitled under
any of the Company’s employee benefit plans, programs or practices 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 her duties with the Company for a period of one hundred
eighty (180) consecutive days and the Employee has not returned to her 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 Somerset, New Jersey, without the



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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 her employment under this Section 1.6
(G) for any reason or no reason within such 90 day period; and provided further, however, that the
Employee agrees not to terminate her employment for Good Reason pursuant to clauses (A) through (F)
unless (a) the Employee has given the Company at least 30 days’ prior written notice of her intent
to terminate her 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 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.



     1.8 Pro Rata Bonus. “Pro Rata Bonus” shall mean an amount equal to the maximum bonus Employee
had an opportunity to earn pursuant to 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.



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     1.9 Severance Payment. “Severance Payment” shall mean an amount equal to the sum of 12 months
of Employee’s Base Salary in effect on the Termination Date. The Severance Payment
shall be payable in equal installments on each of the Company’s regular pay dates for
executives during the twelve 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.



     1.10 Termination Date. Termination Date shall mean (i) in the case of the Employee’s death,
her 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 to the reasonable and good faith satisfaction of the Employee; (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 her duties during such period of
at least 30 days.



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ARTICLE II




EMPLOYMENT




     2.1 Subject to and upon the terms and conditions of this Agreement, the Company hereby agrees
to continue the employment of the Employee, and the Employee hereby accepts such employment, as
Chief Financial Officer of the Company. The Employee’s position includes acting as an officer
and/or director of any of the Company’s subsidiaries as determined by the Board of Directors.



ARTICLE III




DUTIES




     3.1 The Employee shall, during the term of her employment with the Company, and subject to the
direction and control of the Chief Executive Officer and the Company’s Board of Directors, perform
such duties and functions as she may be called upon to perform by the Chief Executive Officer and
the Company’s Board of Directors during the term of this Agreement, consistent with her position as
Chief Financial Officer.



     3.2 The Employee shall perform, in conjunction with the Company’s Executive Management, to the
best of her 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 with the Company for which she is hired;




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




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          (iii) Financial planning including the development of, liaison with, financing sources and
investment bankers;




          (iv) Managerial oversight of the Company’s accounting department;




          (v) Primary responsibility for the preparation and filing of all financial activity reports
with federal and state regulatory authorities;




          (vi) Acquiring appropriate insurance coverage to safeguard Company’s assets (excluding
workers’ compensation coverage and medical benefits);




          (vii) Evaluation and integration of acquisitions, joint ventures, and other
opportunities; and




          (viii) Promotion of the relationships of the Company and its subsidiaries with their
respective employees, customers, suppliers and others in the business community.




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



     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
$175,000 per annum, subject to such increases, if any, as determined by the Board of Directors, or



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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 (the “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 of up to 50% 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
Management Resources and Compensation Committee at the commencement of each fiscal year.



     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



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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
five (5) weeks per annum.



ARTICLE VI




NON-DISCLOSURE




     6.1 The Employee shall not, at any time during or after the termination of her 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 (including any temporary
or permanent employee placement or outsourcing business), finances, marketing, accounting ,
personnel and/or outsourcing business of the Company and its subsidiaries, including information
relating to any customer of the Company or pool of temporary or permanent employees, 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 her employment by the
Company, whether or not pursuant to this Agreement, and not generally known in the industry.



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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 she 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 travel health professionals and travel nurses, and (ii) 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 employee
of the Company who was a customer or employee of the Company during the tenure of her employment.



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     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, 2007 (the
“Commencement Date”) and terminating on September 30, 2009 (the “Expiration Date”), unless sooner
terminated upon the death of the Employee, or as otherwise provided herein.



     8.2 Unless this Agreement is earlier terminated pursuant to the terms hereof, the Company
agrees to use its best efforts to notify Employee in writing whether it intends to negotiate a
renewal of this Agreement by notice four (4) months prior to the Expiration Date. In the event (i)
the Company shall have failed to notify the Employee of its intention to renew as provided by this
Section 8.2, or (ii) the Company fails to reach agreement with Employee as to the terms of a new
employment agreement prior to the Expiration Date after providing such notice, in addition to any
other payments due hereunder, upon termination of the Employee’s employment on or after the
Expiration Date for any reason except Cause, the Company shall pay Employee the Severance Payment.



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:



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	 	(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 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;




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	 	(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 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 Notwithstanding the foregoing, in the event Employee is a member of the Board of Directors
on the Termination Date, the payment of any and all compensation due hereunder, except Accrued
Compensation, and Employee’s right to exercise any Employee Stock Option after the Termination
Date, is expressly conditioned on Employee’s resignation from the Board of Directors within five
(5) business days of notice by the Company requesting such resignation.



     9.6 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



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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 120,000 (30,000 post split) 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 on
shall vest on September 30, 2008 and the final one third on September 30, 2009 upon satisfaction of
the performance targets and other key objectives established by the Management Resources and
Compensation Committee at the commencement of each fiscal year pursuant to paragraph 4.2 above. If
Employee renders continuous service to 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,



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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 one hundred eighty days (180) days of a Change of Control as
described in Section 12.2, (i) Employee is terminated, or (ii) Employee’s status, title, position
or responsibilities are materially reduced and Employee terminates her 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 twelve (12)
months payable in equal installments on each of the Company’s regular pay dates
for executives during the twelve months commencing on the first regular
executive pay date following the termination Date; and
	 
	 	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.
Further, the options shall be deemed amended to provide that in the event of
termination after an event enumerated in this Article XII, the options shall
remain exercisable for the duration of their term.





     12.4 Upon the effective date of an event constituting a Change of Control, the Company shall
pay Employee, in one lump sum within five (5) upon the first day of the month immediately



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following such event, an amount equal to Employee’s then current Base Salary. Employee shall
be entitled to such payment whether or not her employment with the Company continues after the
Change of Control.



     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 payments subject to the excise tax.
Employee shall exercise her 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



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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 her 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 her
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.



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.



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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
	 
	 	 
	WITH A COPY TO:

	 	Victor J. DiGioia
	 

	 	Becker & Poliakoff, LLP
	 

	 	45 Broadway
	 

	 	New York, NY 10006
	 
	 	 
	IF TO THE EMPLOYEE:
	 	 






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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.



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.



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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/ T. Stephen Johnson 	 	 
	 

	 	 	 

T. Stephen Johnson
	 	 
	 

	 	 	Chairman of the Board	 	 
	 
	 	/s/ Cheryl Presuto 	 	 
	 	 	 	 	 
	 	 	Cheryl Presuto	 	 
	 	 	Employee	 	 







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