Exhibit
10.1


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT
AGREEMENT (“Agreement”) made effective as of February 1, 2004 by and
between Alternative Resources Corporation (the “Company”) and R. Gibbs
Vandercook (the “Executive”).


 


In consideration of the
mutual covenants contained in this Agreement, the parties hereby agree as
follows:


 


SECTION I


EMPLOYMENT


 


The Company agrees to the
continued employment of the Executive, and the Executive agrees to be employed
by the Company for the Period of Employment as provided in Section III A.
and as noted below in the terms and conditions provided in the Agreement.


 


SECTION II


POSITION
AND RESPONSIBILTIES


 


During the Period of
Employment, the Executive agrees to serve as Executive Vice President –
Services & Corporate Development and to be responsible for the typical
responsibilities expected of an executive holding such positions and such other
responsibilities consistent with such positions as may be assigned to the
Executive from time to time by the Chairman of the Board and/or Chief Executive
Officer of the Company.


 


SECTION III

TERMS AND DUTIES


 


A.                                   Period
of Employment


 


The term of Executive’s
employment under this Agreement will commence as of February 1, 2004 and
shall continue through January 31, 2005 subject to extension or
termination as provided in this Agreement (the “Period of Employment”). The
term shall be extended for an additional one-year period as of February 1,
2005 and as of each February 1st thereafter, unless either party gives
ninety (90) days prior notice of its intent not to extend.


 


B.                                     Duties


 


During
the Period of Employment, the Executive shall devote all of his/her business
time, attention and skill to the business and affairs of the Company and its
subsidiaries. The Executive may (i) participate in the affairs of any
governmental, educational or other charitable institution, or engage in
professional speaking and writing activities, so long as the Chairman or Chief
Executive Officer does not determine, in good faith, that such activities
unreasonably interfere with the business of the Company or diminish the
Executive’s obligations under the Agreement; or (ii) serve as a member of the
board of directors of other corporations, so long as the Board of Directors of
the Company, in its discretion, specifically approves such service, and in any
such case, the Executive shall be entitled to retain all fees, royalties and
other compensation derived from such activities in addition to the compensation
and other benefits payable to him/her under the Agreement; and provided
further, that the Executive may invest his/her personal or family funds in any
form or manner he/she may choose that will not require any services on his/her
part in the operation of or the affairs of the companies in which such
investments are made. The Executive will perform faithfully the duties
consistent with his/her position as Executive Vice President – Services &
Corporate Development, which may be assigned to him/her from time to time by
the Chairman of the Board and/or Chief Executive Officer.


 


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SECTION IV


COMPENSATION
AND BENEFITS


 


A.                                   Base
Salary


 


During the Period of
Employment, the Company agrees to pay the Executive an annual base salary
(“Base Salary”) of $250,000. Such Base Salary shall be payable according to the
customary payroll practices of the Company but in no event less frequently than
bi-weekly installments. The Executive will be eligible for base salary
increases as indicated by performance and/or market justification, solely at
the discretion of the Chairman and/or Chief Executive Officer and as approved
by the Board of Directors.


 


B.                                     Annual
Incentive Awards


 


The Executive will be
eligible for annual incentive compensation awards during the Period of
Employment. Executive incentive plans and individual eligibility for
participation are specifically approved by the Board of Directors of the
Company according to and defined by the Company’s normal executive compensation
programs. Payment of any and all incentive awards are based upon the Company’s
business performance and all awards are totally at the discretion of the Board
of Directors and are not assumed to be a guaranteed component of the
Executive’s total compensation. For the 2004 calendar year, the Executive shall
be eligible to earn an incentive award of up to 60 % of his pro-rated Base
Salary for the period February 1, 2004 through December 31, 2004.


 


C.                                     Options


 


Options that may be
granted to the Executive before or during this Period of Employment shall be
governed by the terms and provisions comparable to those applicable to options
granted under the Company’s Stock Option Plan. Notwithstanding the foregoing,
if (i) the Period of Employment ends because the Company ends the automatic
extension thereof under Section III A. of this Agreement; (ii) the Company
terminates the employment of the Executive Without Cause as defined in
Section VIII; (iii) the Executive’s employment hereunder terminates
because of his/her death or disability (as defined in Section VI); or (iv)
there is a change in control of the Company, such options shall become fully
exercisable and shall remain exercisable for the remainder of their term.


 


For purposes of this
Agreement, a “change in control” of the Company shall be deemed to occur in
connection with any of the following events with respect to the Company;


 


(i)                                     The
acquisition by an entity, person or group (including all affiliates of such
entity, person or group) of beneficial ownership, as that term is defined in
Rule 13d-3 under the Securities Exchange Act of 1934 (which definition shall
apply even if the Company is not then subject to such Act), of capital stock of
the Company entitled to exercise more than 30% of the outstanding voting power
of all capital stock of the Company (“Voting Stock”);


 


(ii)                                  The
effective time of (i) a merger or consolidation of the Company with one or more
other corporations as a result of which the holders of the outstanding Voting
Stock immediately prior to such merger or consolidation other than the
surviving or resulting corporation or any affiliate thereof) hold less than 50%
of the Voting Stock of the surviving or resulting corporation, or (ii) a
transfer of more than 50% (in value) of the assets of the Company other than to
a transferee in which the Company owns at least 50% of the Voting Stock; or


 


(iii)                               The
election of the Board of Directors of the Company of the lesser of (i) three
directors or (ii) directors constituting a majority of the number of directors
of the


 


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Company then in office,
without the recommendation of the existing Board of Directors.


 


D.                                    Additional
Benefits


 


The Executive will be
entitled to participate in all compensation or employee benefit plans or
programs and receive all benefits and perquisites for which any salaried
executive employees are eligible under any existing or future plan or program
established by the Company for salaried executive employees. The Executive will
participate to the extent permissible under the terms and provisions of such
plans or programs in accordance with plan or program provisions. These may
include group hospitalization, health, dental care, life or other insurance,
tax qualified pension, savings, thrift and profit sharing plans, termination
pay programs, sick leave plans, travel or accident insurance, short and long
term disability insurance and contingent compensation plans including capital
accumulation programs, restricted stock programs, stock purchase programs and
stock options plans. Nothing in this Agreement will preclude the Company from
amending or terminating any of the plans or programs applicable to salaried
executive employees of the Company. Notwithstanding the foregoing sentence, no
such amendment or termination shall reduce or otherwise adversely affect
Executive’s rights under Section IV C. of this Agreement. In addition to
the foregoing benefits, Executive shall be entitled to a paid vacation of four
(4) weeks during each twelve- (12) month period during the Period of
Employment.


 


SECTION V


BUSINESS
EXPENSES


 


The
Company will reimburse the Executive for all reasonable travel and other
expenses incurred by the Executive in connection with the performance of
his/her duties and responsibilities under this Agreement which shall
specifically include such expenses incurred by Executive for business travel
between his/her home office and Barrington, Illinois. Executive must support
all expenditures with customary receipts and expense reports subject to review
by the Company.


 


SECTION VI


DISABILITY


 


A.                                   Payments


 


Executive’s employment hereunder may be terminated by the Company if
(i) Executive becomes physically or mentally incapacitated, (ii) is unable for
a period of one hundred eighty (180) consecutive days to perform his/her
material duties and responsibilities and (iii) a determination is made
regarding Executive’s continued incapacity by a physician appointed by the
Company (such continued incapacity is hereinafter referred to as “disability”).
Upon any such termination for disability, Executive shall be entitled to
receive (i) his/her Base Salary, as well as the annual incentive award,
prorated in each case through the date on which the Executive is first eligible
to receive payment of long term disability benefits in lieu of Base Salary under
the Company’s long term disability benefit plan as then in effect covering the
Executive, and (ii) his/her accrued benefits under the terms of the plans,
policies and procedures of the Company.


 


B.                                     Assistance
To The Company


 


During the period the
Executive is receiving payments of either regular compensation or disability
insurance benefits described in this Agreement and as long as he/she is
physically and mentally able to do so, the Executive will furnish information
and assistance to the Company and from time to time will make himself/herself
available to the Company with respect to area and matters in which he/she was
involved during his/her employment with the Company.


 


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SECTION VII


DEATH


 


In the event of the death of the Executive during the Period of
Employment, (i) Executive’s estate shall be entitled to receive his/her Base
Salary, as well as the annual incentive award, prorated in each case through
that date of Executive’s death, and (ii) Executive’s designated beneficiary or
estate, as the case may be, shall be entitled to his/her accrued benefits,
including; but not limited to, life insurance proceeds, under the terms of the
plans, policies and procedures of the Company.


 


SECTION VIII


EFFECT
OF TERMINATION OF EMPLOYMENT


 


A.                                   Termination
Without Cause


 


If the Company terminates
Executive’s employment Without Cause during the Period of Employment, as
defined in this Agreement, or the Period of Employment ends because the Company
will pay to the Executive an amount equal to his/her annual Base Salary paid in
six (6) equal monthly installments. The Company will pay to the Executive in a
lump sum any earned, prorated portion of the annual incentive award for the
year in which the termination occurred and paid according to the normal
incentive award payment schedule. Earned but unpaid vacation pay will be paid
in a lump sum at the time of such termination. The benefits and perquisites
described in this Agreement as in effect at the date of termination of employment
will be continued for the then remaining period of Employment.


 


Also, should the company
experience a “change of control” during the first year of employment, the
Executive will receive an additional compensation of $50,000.


 


B.                                     Termination
With Cause


 


If the
Company terminated Executive With Cause, (i) Executive shall be entitled to
receive his/her Base Salary prorated through the date of the Executive’s
termination, and (ii) Executive shall be entitled to his/her accrued benefits
under the terms of the plans, policies and procedures of the Company.


 


C.                                     Effect
of Certain Terminations


 


Upon
termination of the Executive’s employment for reasons other than due to death,
disability or pursuant to Paragraph A of this Section, or upon Executive’s
resignation, the Period of Employment and the Company’s obligation to make
payments under this Agreement will cease as of the date of termination except
as expressly defined in this Agreement. Executive shall have the right to
voluntarily terminate this Agreement, other than in conjunction with a Change
in Control, upon two week’s prior notice to the Company. If Executive
voluntarily terminates his/her employment with the Company, (i) Executive shall
be entitled to receive her Base Salary prorated through the date of Executive’s
voluntary termination, and (ii) Executive shall be entitled to his/her accrued
benefits under the terms of the plans, policies and procedures of the Company.


 


D.                                    Definitions


 


For this Agreement, the
following terms have the following meaning:


 


(1)                                  Termination
“With Cause” means termination of the Executive’s employment by the Company’s
Chairman and/or Chief Executive Officer acting in good faith by written notice
by the Company to the Executive specifying the event relied upon for


 


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such termination, due to the Executive’s serious, willful misconduct
with respect to his/her duties under this Agreement, including, but not limited
to,


 


(a.)                               conviction
for a felony or perpetration of a common law fraud, which has resulted or is
likely to result in material economic damage to the company;


 


(b.)                              Breach
of the Executives obligation to utilize his/her best efforts in performance of
his/her duties or any other material term of this agreement which is not
corrected to the Board’s satisfaction within ten business days of notification
to the Executive.


 


(c.)                               Failure
to follow specific directions of the Board pertaining to Executive’s duties
under this Agreement.


 


(2)                                  Termination
“Without Cause” means termination by the Company of the Executive’s employment
other than due to death, disability, or termination with Cause.


 


SECTION IX


OTHER
DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT


 


A.                                   Cooperation
During and After Employment


 


The Executive
will, with reasonable notice during or after the Period of Employment, furnish
information as may be in his/her possession and cooperate with the Company as
may reasonably be requested in connection with any claims or legal actions in
which the Company is or may become a party.


 


B.                                     Confidential
Information


 


The Executive
recognizes and acknowledges that all information pertaining to the affairs,
business, clients, customers or other relationships of the Company, as
hereinafter defined, is confidential and is a unique and valuable asset of the
Company. Access to and knowledge of this information is essential to the
performance of the Executive’s duties under this Agreement. The Executive will
not during the Period of Employment or after, except to the extent reasonably
necessary in performance of the duties under this Agreement, give to any
person, firm, association, corporation or governmental agency any information
concerning the affairs, business, clients, customers or other relationships of
the Company, except as required by law. The Executive will not make use of this
type of information for his/her own purposes or for the benefit of any person
or organization other than the Company. The Executive will also use his/her
best efforts to prevent the disclosure of this information by others. All
records, memoranda, etc. relating to the business of the Company, whether made
by the Executive or otherwise coming into his/her possession are confidential
and will remain the property of the Company.


 


C.                                     Certain
Restricted Activities


 


During the Period
of Employment and for a one- (1) year period thereafter, the Executive will not
use his/her status with the Company to obtain goods or services from another
organization other than in the ordinary course of business. During the Period
of Employment and for a one (1) year period following the termination of the
Period of Employment: the Executive will not make any statements or perform any
acts intended to advance the interest of any existing or prospective competitors
of the Company in any way that will injure the interest of the Company; the
Executive, without prior express written approval by the Board of Directors of
the Company, will not directly or indirectly own or hold any proprietary
interest in or be employed by or receive compensation from any party engaged in
the same or any similar business in the same geographic areas the Company does
business; and the Executive, without express prior written approval from the
Board of Directors, will


 


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not solicit any
members of the then current customers, clients or suppliers of the Company or
discuss with any employee of the Company information or operation of any
business intended to compete with the Company. For the purposes of the
Agreement, proprietary interest means legal or equitable ownership, whether
through stock holdings or otherwise of a debt or equity interest (including
options, warrants, rights and convertible interest) in a business firm or
entity or ownership of more than 2% of any class of equity interest in a
publicly-held company. The Executive acknowledges that the covenants contained
herein are reasonable as to geographic and temporal scope. For a twelve (12)
month period after termination of the Period of Employment for any reason, the
Executive will not hire any employee of the Company or solicit, other than by
means of a general solicitation to the public such as a newspaper
advertisement, or encourage any such employee to leave the employ of the Company.


 


D.                                    Remedies


 


The Executive
acknowledges that his/her breach or threatened or attempted breach of any
provision of Section IX would cause irreparable harm to the Company not
compensable in monetary damages and that the Company shall be entitled, in addition
to all other applicable remedies, to a temporary and permanent injunction and a
decree for a specific performance of the terms of Section IX without being
required to prove damages or furnish any bond or other security. The Executive
hereby acknowledges the necessary of protection against the competition of, and
certain other possible adverse actions by, the Executive and that the nature
and scope of such protection has been carefully considered by the parties. The
period provided and the area covered are expressly represented and agreed to be
fair, reasonable and necessary. If, however, any court or arbitrator determines
that the restrictions described herein are not reasonable, the court or
arbitration panel may modify, rewrite or interpret such restrictions to include
as much of their nature and scope as will render them enforceable.


 


SECTION X


INDEMNIFICATION,
LITIGATION


 


A.                                   Corporate
Indemnification and Insurance


 


The Company will
indemnify the Executive to the fullest extent permitted by the laws of the
Company whichever affords the greater protection to the Executive. The Company
will use its best efforts to obtain and maintain customary directors and
officer liability insurance, covering Executive. The foregoing indemnification
shall continue to apply following termination of the Period of Employment for
actions or omissions during the Period of Employment.


 


B.                                     Limited
Indemnification for Breach of Covenants


 


During the Period
of Employment, the Company will indemnify the Executive against any and all
obligations to pay a judgement, settlement, penalty, fine, or reasonable
expenses (including, without limitation, counsel fees and retainers, court or
arbitration costs, transcript costs, fees of experts or witnesses, travel
expenses, and all other disbursements or expenses of the types customarily
incurred in connection with prosecuting, defending, preparing to prosecute or
defend, being prepared to be a witness in, or otherwise participating in a
proceeding (as defined below including any appeals), actually incurred with
respect to any threatened, pending, or completed action, suit or other
proceeding, whether civil, criminal, administrative, arbitrate, or
investigative (a “proceeding”), to which the Executive is a party by reason of
any alleged breach of restrictive covenant or violation of the terms or
conditions of employment, written or oral, between Executive and his/her former
employer, alleged to arise from Executive’s execution of this Agreement or
performance of her obligations hereunder. Notwithstanding the foregoing, in no
event shall the Company’s aggregate indemnification obligation pursuant to this
Section X B exceed twenty five thousand dollars ($25,000.00).


 


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SECTION XI


WITHHOLDING
TAXES


 


The
Company may directly or indirectly withhold from any payments under this
Agreement all federal, state, city, or other taxes that shall be required
pursuant to any law or governmental regulation.


 


SECTION XII


EFFECT
OF PRIOR AGREEMENTS


 


This
Agreement contains the entire understanding between the Company and the
Executive with respect to the subject matter and supersedes any prior
employment, severance, or other similar agreements between the Company, its
predecessors and its affiliates, and the Executive.


 


SECTION XIII


MODIFICATION


 


Subject
to Section IV G., this Agreement may not be modified or amended except in
writing signed by the parties. No term or condition of this Agreement will be
deemed to have been waived, except in writing by the party charged with waiver.
A waiver shall operate only as to the specific term or condition waived and
will not constitute a waiver for the future or act on anything other than that
which is specifically waived.


 


SECTION XIV


GOVERNING
LAW; ARBITRATION


 


This
Agreement and its validity, interpretation, performance and enforcement shall
be governed by the laws of the State of Illinois, without giving effect to the
choice of law provisions thereof. Any dispute among the parties hereto shall be
settled by arbitration in accordance with the then applicable rules of the
American Arbitration Association and judgement upon the award rendered may be
entered in any court having jurisdiction thereof.


 


SECTION XV


NOTICES


 


All
notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been made when delivered or mailed
first-class postage prepaid by registered mail, return receipt requested, or
when delivered if by hand, overnight delivery services or confirmed facsimile
transmission to the following:


 


(a)                                  If
to the Company, at:


 


Alternative Resources Corporation. 600 Hart Rd, Suite 300, Barrington,
Illinois 60010


 


Attention: Chairperson, Governance Committee of Board of Directors


 


Or at such other address as may have been furnished to the Executive by
the Company in writing, or


 


(b)                                 If
to the Executive, at his current home address.


 


Or such other address as may have been furnished to the Company by the
Executive in writing.


 


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SECTION XVI


BINDING
AGREEMENT


 


This Agreement shall be binding on the parties’ successors, heirs and
assigns.


 


SECTION XVII


MISCELLANEOUS


 


A                                      Multiple
Counterparts


 


This Agreement may
be executed simultaneously in multiple counterparts each of the same force and
effect.


 


B.                                     Severability


 


If any phase,
clause or provision of this Agreement is declared invalid or unenforceable by
an arbitrator or court of competent jurisdiction, such phrase, clause or
provision shall be deemed severed from this Agreement, but will not affect any
other provisions of this Agreement, which shall otherwise remain in full and
effort. In addition, there will be automatically substituted herein for such
severed phrase clause or provision a phrase, clause or provision as similar as
possible, which is valid and enforceable.


 


C.                                     Headings


 


The headings and
subheadings of this Agreement are inserted for convenience of reference only
and are not to be considered in construction of the provisions hereof.


 


D.                                    Construction


 


The Company and
the Executive acknowledge that this Agreement was the result of arm’s-length
negotiations between sophisticated parties each with full opportunity to
consult with and be represented by legal counsel. Each and every provision of
this Agreement shall be construed as though both parties participated equally
in the drafting of same, and any rule of construction that a document shall be
construed against the drafting party shall not be applicable to this Agreement.


 


E.                                      Survivorship


 


The provisions of
Sections IV-XVII shall survive the termination or expiration of this Agreement.


 


IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first above
written.


 


	
  COMPANY:

  	
  ALTERNATIVE
  RESOURCES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert Stanojev

  	
   

  
	
   

  	
  Robert
  Stanojev, Chairman of the Board

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTIVE:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gibbs Vandercook

  	
   

  
	
   

  	
  R.
  Gibbs Vandercook

  
						



 


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