**Exhibit 10.3.8.6**

 

THIS ADDENDUM is made the 26th day of January 2005

 

BETWEEN:

 

WESTAFF (UK) LIMITED (formerly known as Western StaffServices (UK) Limited) whose registered office is at 46-50 Southgate StreetGloucester, GL1 2DR, United Kingdom  (“theCompany”) (1) and PATRICIA M. NEWMAN of West Ridge, Shoulton, NR Hallow,Worcester, WR2 6 PX, United Kingdom (“the Employee”) (2)

 

This Addendum is supplemental to:-

 

(a)                                An Agreement made as of the 1stday of December 1998 between the Company (1) and the Employee (2);

 

(b)                               An Addendum made as of the 4thday of February 1999 between the Company (1) and the Employee (2);

 

(c)                                A letter dated 3rd day ofApril 2001 from Bob Stover to Employee (2) increasing the notice periodset forth in clause 8.1 of the Agreement made as of 1st December 1998  from three months to twelve months; and

 

(d)                               A Memorandum dated 23rd February 2004(11th February 2004) between the Company (1) and the Employee(2).

 

**IT IS AGREED** as follows: **-**

 

(1)                                The Agreement, Addendum,letter and Memorandum mentioned above are herein referred to together as “theContract”.

 

(2)                                With effect from 1stNovember 2004 the Contract shall be amended so that:-

 

(a)                                The Employee shall be theChief Operating Officer of the Company’s parent company, Westaff, Inc. and,consistent therewith, the Employee shall perform such duties in connection withthe business of Westaff, Inc. and its subsidiary companies in such places asthe President and Chief

 

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Executive Officer of Westaff, Inc., onbehalf of the Board of Westaff, Inc. may from time to time direct.  The Employee shall report to and obey allproper instructions and directions of the President and Chief Executive****Officer****of Westaff,Inc. and use her best endeavours to promote the business of Westaff, Inc. andits subsidiaries and to achieve the Group’s targets. This clause shall replaceclause 2 of the Agreement dated 1st December 1998.

 

(b)                               The Employee’s salary shall beat the rate of £226,728 per annum, which shall be inclusive of the Employee’sbonus during the year commencing 1st November 2004 pursuant toclause 4.2 of the Agreement made as of 1st December 1998.

 

(c)                                The Employee shall not beeligible for incentive compensation until after 1st November 2005(assuming that the Contract so continues). The provisions of clause 4.2 of the Agreement made as of 1st December 1998are amended accordingly.

 

(d)                               The Company or Westaff, Inc.shall pay the reasonable and proper costs for housing the Employee beginning 1stJanuary 2005 and until 31st December 2005.

 

(e)                                The Employee shall be entitledto the usual U.S. public holidays observed by Westaff, Inc.

 

(f)                                  In lieu of the provisions ofclause 11 of the Agreement made as of 1st December 1998, asamended by clause 3 of the Addendum made as of 4th February 1999,the Employee shall be entitled to participate in the Company health insurancescheme operated by Westaff, Inc. with effect from 1st November 2004.

 

(g)                               After 1st November 2005(assuming that the Contract so continues) clause 1 of the Addendum made as of 4thFebruary 1999 will cease to apply and

 

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neither the Company nor Westaff, Inc.will make any contribution to a pension scheme for the benefit of the Employee.

 

(3)                                Clause 13 of the Agreement asof 1st December 1998 shall be amended so that complaints by theEmployee shall be raised with the President and Chief Executive Officer ofWestaff, Inc.

 

(4)                                The provisions of clauses 14and 15 of the Agreement made as of 1st December 1998 shall beamended so that each reference therein to “the Company” shall be replaced bythe words “the Company and/or Westaff, Inc.”

 

(5)                                In all other respects theprovisions of the Contract shall continue in full force and effect.

 

(6)                                By signing this Addendum,Westaff, Inc. confirms its approval and its agreement to its terms.

 

**AS WITNESS**of the Employee and the duly authorisedrepresentatives of the Company and Westaff, Inc.

 

 
| Signed |   /s/  P M Newman         |   |   |
|--------|-------------------------------------|--------|--------|
|   | Employee                            |   |
|   |                                |   |
|   |                                |   |
| Signed |   /s/  Dwight S. Pedersen |   |   |
|   | For and on  behalf of the Company   |   |
|   |                                |   |
|   |                                |   |
| Signed |   /s/  Dwight S. Pedersen |   |   |
|   | For and on  behalf of Westaff, Inc. |   |
|        |                                     |        |        |  |

 

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##  

## MEMORANDUM

##  

It is agreed that the retirement age for Patricia M.Newman is 65 years.

 

 
| Signed by                 |                   |
|---------------------------|------------------------|
|                      |                   |
|                      |                   |
|                      | /s/ Patricia M. Newman |   |   |
| Patricia M. Newman        |                   |
|                      |                   |
| Dated:                    |   23-2-04    |   |   |
|                      |                   |
|                      |                   |
| Signed on behalf          |                   |
| of Westaff (U.K.) Limited |                   |
|                      |                   |
|                      |                   |
|                      | /s/ Dwight S. Pedersen |   |   |
|                      |                   |
| Dated:                    |   2/11/2004  |   |   |
|                           |                        |  |  |  |

 

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April 3, 2001

 

Mrs Trish NewmanWest RidgeShoultonNr HallowWorcesterWR2 6PX

 

Dear Trish,

 

Further to our meeting on 2nd April, 2001 I am writing toconfirm that your salary will be increased to £110,000. Furthermore your noticeperiod will be increased to 12 months.    Both changes are effective from 2nd April, 2001.

 
| Yours sincerely      |   |
|----------------------|--------|
|                 |   |
| /s/ W. Robert Stover |   |   |
|                 |   |
| Bob Stover           |   |
| Chairman and CEO     |   |
|                      |        |  |

 

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**THIS ADDENDUM** is made as of the 4th day of February 1999**BETWEEN WESTERN STAFF SERVICES (UK) LIMITED**whose registered office is at 46-50 Southgate Street Gloucester GL1 2DR (“theCompany”) (1) and **PATRICIA  M NEWMAN**of 107 Ellan Hay RoadBradley Stoke Bristol BS32 OHA (“the Employee”) (2)

 

**THIS ADDENDUM** is supplemental to an Agreement made as of thefirst day of December 1998 between the Company and the Employee (“theAgreement”) and it is **AGREED** betweenthe parties that the Agreement shall be modified as follows with immediateeffect:-

 

1.                                     Clause 9 of the Agreement shall bedeleted and replaced by the following:

 

“9.  The Employer shall make pensioncontributions equal to 10% of the Employee’s basic salary into an approvedPension Scheme for the benefit of the Employee. The Employee shall make contributions of at least 5% of her basic salaryinto such an approved Scheme”

 

2.                                     Clause 10 of the Agreement shall bedeleted and shall be replaced by the following:

 

“10.   The Company will pay the Employee her normal basic salary whilst she isabsent due to sickness or accidental injury for the first 65 days of suchsickness or accidental injury.  TheCompany will pay the cost of permanent health insurance arranged by theEmployee or the Company for the Employee’s benefit so as to provide benefitsfor the Employee after the expiration of such 65 day period”

 

3.                                     Clause 11 of the Agreement shall beamended by deletion of the words “.... under the Company’s Scheme...”

 

4.                                     Clause 12 of the Agreement shall beamended by deleting the words ...“two times” and replacing them with the words “twoand one half times”

 

5.                                     In all other respects the provisionsof the Agreement shall continue in force and effect.

 

**AS WITNESS** the hands of the Employee and the dulyauthorised representative of the Company

 
| /s/ P.M. Newman             |                             |   |
|-----------------------------|----------------------------------|--------|
| **SIGNED**by the Employee   | ** **                       |
| ** **                  | ** **                       |
| ** **                  | ** **                       |
| **SIGNED** for an on behalf |                             |
| the Company                 |                             |
|                        |                             |
| By:                         |   /s/ W. Robert Stover |   |   |
|                        | W. Robert Stover, Chairman       |   |   |
|                             |                                  |        |  |  |

 

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**THIS AGREEMENT** is made as of the 1st day of December 1998**BETWEEN WESTERN STAFF SERVICES (UK)**whose registered office is at 46-50 Southgate Street Gloucester GL1 2DR (“theCompany”) (1) and **PATRICIA M. NEWMAN**of 107 Ellan Hay Road Bradley Stoke Bristol BS32 OHA (“the Employee”) (2)

 

**IT IS AGREED** as follows:

 

1.                                     **THE COMPANY** shall employ the Employee and theEmployee shall serve the Company for the period and upon the terms andconditions herein contained.

 

2.                                     **THE EMPLOYEE** shall be the Managing Director ofthe Company  and,consistent therewith, the Employee shall perform such duties in connection withthe business of the Company in such places as the Company may from time to timedirect.  The Employee shall obey allproper instructions and directions of the Company and the Employee shall useher best endeavours to promote the business of the Company and to achieve theCompany’s targets.  The Employee shallreport to the Senior Vice President, Group Director of European Operations ofthe Company’s parent Company

 

3.                                     **THE EMPLOYEE**will work such hours as are necessary to carryout the Employee’s duties to the Company’s satisfaction. The  Employee shall devote not less thanthe equivalent of 5 full days of each week to the business and affairs of theCompany and the Employee shall devote the whole of her time and attention tothe discharge of her duties hereunder. Save as already disclosed to the Company, in writing, and save with theconsent of the Company in writing, the Employee shall not during her employmentby the Company be engaged, concerned or (save as a minority shareholder ordebenture holder for the purpose of bona fide investment only in a companyquoted on any recognised stock exchange in any part of the world) interested orinvolved in any other trade business or occupation whatsoever.

 

4.1                               **BY** way of remuneration for herservices and other obligations hereunder, the Company shall pay to the Employeea salary at the rate of £80,000 per annum to be paid by monthly instalments inarrears and to be inclusive of any sums receivable as employee’s or director’sfees or other emolument from the Company or any Associated Company.

 

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4.2                               For the first year of her employment by theCompany the Employee shall be entitled to a minimum bonus equal to no less than25% of her annual base salary. The Employee’s actual bonus for the first yearof her employment may exceed that percentage. The amount of the bonus, shall be calculated according to the ManagingDirector’s commission plan attached and the Managing Director’s commission planshall be effective as of the employment commencement date

 

The Employee shall be entitled to participate inthe Company’s bonus scheme based on gross profit per full time equivalentemployee once such scheme has been established by the Company

 

4.3                               The Employee may be granted optionsto acquire shares in the Company’s parent Company at the discretion of and uponthe terms proposed by the Compensation Committee of the Company’s parentCompany.

 

4.4                               The Employee shall be entitled toparticipate in the International Employee Stock Purchase Plan of the Company’sparent Company upon the terms of the Plan for the time being in force

 

5                                        **THE COMPANY** shall reimburse the Employee forall proper and reasonable travelling hotel and other expenses incurred by herin the proper performance of her duties hereunder, provided that the incurringof any such expenses is supported by vouchers. The Company will pay the chargesfor business calls on the Employee’s home telephone, Fax and mobile telephone

 

6.                                     **THE COMPANY** will provide the Employee with asuitable car as determined by the Company for business and personal use andwill also pay for the insurance, tax and running expenses of such car. TheEmployee shall be liable for any personal taxes levied for use of the car,shall take good care of the car and will be responsible for ensuring that itremains, at all times, in a roadworthy condition. The Employee warrants thatshe has and will have a full driving license during the term of this Agreement

 

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7.1                               **IN** addition to usual public holidays,the Employee shall be entitled to 25 working days holiday in each calendaryear.

 

8.1                               **THIS** Agreement shall commence on theFirst day of December 1998 and shall be of indefinite duration.  Either party may terminate this Agreementupon giving 3 months written notice at any time.  The Company  reserves the right to make an equivalentpayment in lieu of notice should it so wish or to require the Employee toremain away from working during the notice period whichever it may deemappropriate.

 

8.2                               **NOTWITHSTANDING** anything herein contained theCompany may terminate the employment of the Employee hereunder forthwithwithout notice, with Cause.  In suchcircumstances the Employee will not be paid or given any salary, bonuses,commissions or other benefits  that wouldhave been payable after the employment ceases.

 

The term “Cause” shall mean:

 

a)                                    The failure or refusal to complywith any reasonable direction or request of the Company; or

 

b)                                   Any wilful misconduct which resultsin a monetary loss to the Company, or a conviction for an offence or crime, orany serious misconduct which could harm the Company and its  image or employee relations; or

 

c)                                    The Employee becoming bankrupt or ofunsound mind under the Mental Health Act; or

 

d)                                   A substantial failure to meet thetargets agreed by the Company provided that the Company performs its fundingand other responsibilities or;

 

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e)                                    A material breach by the Employee ofher obligations under this Agreement

 

9.                                     **THE** Employee will belong to andparticipate in a suitable Pension Scheme nominated by the Employer The Employee’spension shall not take into account any bonus or other benefits.

 

10.                               **THE** Company will pay the Employee hernormal basic salary whilst she is absent due to sickness or accidental injuryin accordance with the following:-

 
| **Length of Service**                      | ** ** | **Maximum Duration of Sick  Pay** |
|--------------------------------------------|------------|-----------------------------------|
|                                       |       |                              |
| Less than 6 months                         |       | none                              |
|                                       |       |                              |
| Less than 12 months to less than 24 months |       | 3 weeks                           |
|                                       |       |                              |
| More than 24 months to less than 36 months |       | 4 weeks                           |
|                                       |       |                              |
| More than 36 months to less than 48 months |       | 5 weeks                           |
|                                       |       |                              |
| More than 48 months to less than 60 months |       | 6 weeks                           |
|                                       |       |                              |
| More than 60 months                        |       | 7 weeks                           |

 

11.                               **THE COMPANY** will provide the Employee and herspouse with  private medical insuranceunder the Company’s scheme, subject to acceptance by the Insurer and as long asthe Employee is employed by the Company.

 

12.                               **THE COMPANY** will arrange and pay for lifeassurance for the Employee in the value of two times her base salary for thebenefit of the Employee’s family, provided that this is available at normalrates

 

13.                               **COMPLAINTS** by the Employee shall be raisedwith the Senior Vice President, Group Director of European Operations of theCompany’s parent Company.

 

14.1                         **THE Employee** shall both during and after thetermination of her employment with the Company observe strict secrecy regardingthe business affairs and dealings of the

 

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Company, and any Associated Company.  The Employee shall not any time during orafter her employment with the Company disclose directly or indirectly to anyperson, firm or company whatsoever, or apply or use for the benefit of herselfor of any one, except the Company any trade secret, confidential information,manufacturing process or knowledge of the organisation dealings customers orclients of the Company or any Associated Company which may come to herknowledge during her employment with the Company.  The Employee shall not use or attempt to useany such knowledge or information in any manner which may injure or cause lossdirectly or indirectly to the Company or to any Associated Company

 

14.2                         **THE Employee** shall not at any time during theperiod of twelve months from the date on which her employment with the Companyceases (“the termination date”) without the prior written consent of theCompany directly or indirectly either alone or jointly with or as agent,director, manager, consultant or employee of any other person, firm, company ororganisation, as follows:

 

14.2.1                in competition with the Company solicit or attempt tosolicit the custom of any person, firm, company or organisation who or which atthe termination date or at any time within 12 months ending on termination datewas a customer or client of or did business with the Company or any AssociatedCompany during the 12 months ending on the termination date; nor

 

14.2.2                in competition with the Companysolicit the services of any person, firm, company or organisation who or whichat the termination date or at any time within 12 months ending on thetermination date was a supplier, agent or distributor of or to or did businesswith or for the Company or any Associated company during the 12 months endingon the termination; nor

 

14.2.3                endeavour to entice away from the Company orany Associated Company any person who was on the termination date a director oremployee of the company or of any Associated Company.

 

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14.3        **THE Employee** having taken or had the opportunity of takingindependent legal advice acknowledges and agrees that the restrictions set outin clause 14 are fair and reasonable in the circumstances and that if any oneor more or any part of such restrictions shall be rendered or judged invalid orunenforceable such restriction or part shall be deemed to be severed from thisAgreement and such invalidity or enforceability shall not in any way affect thevalidity or enforceability of the remaining restrictions in this Agreement

 

14.4        **THE Employee** hereby acknowledges that the restrictionscontained in this Clause shall operate for the benefit of the business carriedon by the Company and such restrictions shall be enforceable against theEmployee by the owner for the time being of such business as well as by theCompany.

 

15.1        **UPON** the termination of this Agreement for whatever reason the Employeeshall:

 

15.1.1**    **if so requested by the Companyresign without claim for compensation (save pursuant to this Agreement) fromall or any offices she may hold as an Employee of the Company and/or any  AssociatedCompany and in the event of her failure to do so the Company is herebyirrevocably authorised to appoint some person in her name and on her behalf toexecute any documents and to do all things necessary to give effect to suchresignation; and

 

15.1.2     deliver up all documents and other propertyrelating to the Company and its Associated Companies in her possession orcontrol and shall not make any copy or duplicate thereof.

 

16.                               **IF** one or more of the terms of thisAgreement shall be null or void the validity of the remaining terms shall beunaffected thereby.  In this event theparties shall replace the null or void terms with an effective term as close aspossible to the objective of the ineffective term.

 

17.                               **THIS AGREEMENT** is in substitution for and whollyreplaces such other contracts

 

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(whether written ororal or implied by law and any other formal or informal arrangements orunderstandings) which have previously subsisted between the parties (or anyAssociated company of the Company) in relation to the subject matter of thisAgreement

 

18.                               **ANY** notice given under this Agreementshall be deemed to be the properly served if addressed to the Company and sentby registered post or recorded delivery mail addressed to the Company at itsregistered office or if addressed to the Employee it be served personally or besent by registered post or recorded delivery addressed to her at her usual orlast known place of residence in the United Kingdom and in the case of serviceby post the date of service shall be two days following the date of posting.

 

19.                               **THIS AGREEMENT** shall be governed by andinterpreted in accordance with English Law.

 

20.                               **IN**this Agreement the expression”AssociatedCompany”shall mean any Company which is for the time being the Company’sholding company (as defined in Section 736 of the Companies Act 1985) or asubsidiary (as defined in the said Section 736) of such holding companyother than the Company itself.

 

 

**IN WITNESS** whereof the Agreement has been signed onbehalf of the Company and the Employee the day and year first before mentioned.

 
| Signed                                   |  3-1-99                      |                      | Signed |  /s/ Patricia M. Newman |   |
|------------------------------------------|-----------------------------------|---------------------------|--------|------------------------------|--------|
|                                     |                              |  Patricia  M. Newman |
|                                     |                              |                      |
|                                     |                              |
| Signed for and  on behalf of the Company |                              |
|                                     |                              |
| By:                                      |  /s/ W. Robert Stover        |                      |   |
|                                     |  W. Robert  Stover, Chairman |                      |
|                                          |                                   |                           |        |                              |        |  |  |

 

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