August 2, 2002

 

Miner Smith

215 Beacon Knoll Drive

Alpharetta, GA 30022

 

DearMiner:

 

Per our telephone conversation, this letter represents the terms of ouragreement with regard to your separation.

 

**1.****                                     ****Payments and Other Consideration**: If you signand do not revoke this Agreement, ARC will agree to the following:

 

•                  ARC will pay you twenty-fivethousand dollars ($25,000) in a lump sum, from which all applicable payrolltaxes and withholdings will be made, within 10 days of the receipt of thissigned agreement.

 

•                  ARC will pay you anadditional two hundred thousand dollars ($200,000), in the form of salarycontinuation, in twenty six (26) bi-weekly installments of seven thousand, sixhundred ninety two dollars and thirty cents ($7,692.30) over a period of 12months.  During that time period, youwill remain an employee of record, eligible to participate in the companymedical benefit plan.  You will not beeligible to accrue additional vacation and your final check will includepayment for any unpaid, accrued, but unused, vacation as of August 1, 2002.

 

•                  ARC will permit you toretain the laptop computer in your possession.

 

•                  ARC agrees to waive thenon-compete clause.

 

•                  ARC agrees to provideoutsourcing assistance through a recognized outplacement firm in yourgeographic area.  I will make thosearrangements and provide that information to you no later than 7 days fromreceipt of this signed agreement.

 

•                  ARC agrees to waive thenon-compete clause as included in your employment agreement.

 

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**2.****                                     ****In exchange for the above, youagree to the following:**

 

•                  You agree not to bring anylawsuit against ARC and release and waive ARC from all claims or liabilityarising out of your employment and/or your separation from employment with ARCas of the date of this Agreement. Excluded from this release are any claims, which cannot be waived bylaw, including, but not limited to, the right to file a charge with orparticipate in an investigation conducted by certain government agencies,including the Equal Employment Opportunity Commission.  You are waiving, however, your right to anymonetary recovery should any agency, such as the Equal Employment OpportunityCommission pursue any claims on your behalf.

 

•                  You agree that the terms ofthis Agreement, including, but not limited to, the payments pursuant to thisAgreement shall be kept strictly confidential and shall not be disclosed exceptto your attorneys and/or tax advisers or as you may be otherwise legallyrequired to do so.

 

•                  You agree to return any ARCproperty and information in your possession, custody or control, including, butnot limited to, all proprietary business information, technical employeeinformation, corporate information, any kind of equipment and any otherinformation or material of any kind that is in any way related to ARC’sbusiness that has been used by employees or in furtherance of ARC’sbusiness.  This obligation extends toall such property or information without regard to the form or manner in whichthe property or information is maintained.

 

•                  You agree that withreasonable notice, you will furnish information as may be in your possessionand cooperate with ARC as may be reasonably requested in connection with anyclaims or legal actions in which ARC is or may become a party.

 

•                  You agree to provide me withthe serial number of the laptop in your possession and further agree that anyARC proprietary and confidential information that remains on the laptop must beremoved from the computer, as well as any software that was installed under ARC’slicense.  ARC reserves the right toensure that this information has been removed from the computer, prior to anypayments under this Agreement.

 

•                  You agree that for a periodof one (1) year following August 1, 2002 you will not hire any employee of ARCor solicit, other than by means of a general solicitation to the public, suchas, a newspaper advertisement, or encourage any such employee to leave theemploy of ARC.

 

•                  You agree that thisAgreement sets forth the entire agreement between you and ARC and supersedesany other written or oral understandings. You and ARC agree that if any provision of this Agreement or applicationthereof is held to be invalid, the invalidity shall not affect other provisionsor applications of this Agreement.

 

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You have 15 days in which to decide whether to enter into thisAgreement, sign it, and return it to me at Alternative Resources Corporation,600 Hart Road, Suite 300, Barrington, Illinois, 60010.  The Agreement will not become effective orbinding on you and ARC until 7 days after you sign it.  You may revoke the Agreement during those 7days by mailing a letter of revocation to me at the above address.  Such a letter must be signed, sent certifiedmail, and postmarked no later than the seventh day after the date on which yousigned the Agreement.

 

 

Sharon A. McKinney

 

Sr. Vice President, Human Resources

 

Alternative Resources Corporation

 

 
|        |   |   |
|-------------|--------|--------|
| Miner Smith | Date   |

 

 

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