**Exhibit10.1**

 

**SEPARATIONAGREEMENT AND RELEASE**

 

AlternativeResources Corporation, a Delaware corporation (“ARC”), and Sharon A. McKinney,on behalf of herself, her heirs and assigns (“McKinney”), hereby enter intothis Separation Agreement and Release (“Agreement”) this 22 day of August,2003.

 

WHEREAS, ARC and McKinney have agreed that McKinneyshould resign her employment and officer positions with ARC and itssubsidiaries;

 

WHEREAS, McKinney has agreed to continue in hercapacity and oversee the H.R. function and will assist in transitioning thoseresponsibilities to a designated individual. McKinney will also make herselfavailable, by telephone, for a period of three months after her departure toassist in any reasonable manner;

 

WHEREAS, ARC is willing to provide certain benefits to McKinney inexchange for the covenants and releases set forth herein;

 

1.             McKinney hereby resigns her employment and all officerpositions with ARC and subsidiaries. These resignations and commitment toresign are not conditional or subject to revocation, notwithstanding the rightto revoke the agreements set forth in the remainder of this Agreement.

 

2.             Infull and final satisfaction of all claims by McKinney against ARC and the otherReleased Parties (as defined in Section 4), in lieu of any other payments,covenants or obligations of ARC under the Employment Agreement effective August15, 2000 (“Employment Agreement”) and in consideration for and subject to theundertakings described in this agreement and conditional upon compliance withand not revoking this Agreement, ARC agrees to make the following payments andto provide the following benefits to McKinney:

 

a.                                       Onapproximately August 30, 2003, Sharon will leave the company and receive thefollowing severance payments paid over 24 months

 

(i)                                     Annualsalary of $ 180,000 reduced by 10% until such reduction is reinstated for allsenior executives.

 

(ii)                                  Atransition and consulting bonus of $ 75,000.

 

In the event of asale of the company or a change of control as defined in McKinney’s employmentagreement, any unpaid balance will be paid in full.

 

b.                                      McKinneyshall be entitled to continue her current group health plan coverage, withoutpremium charge, in accordance with her current group health plan elections forthe term of severance payments as provided in Section 2(b) of this Agreement.Thereafter, McKinney will be eligible for continuation coverage as defined andprovided by COBRA.

 

c.                                       ARCshall pay to McKinney in accordance with ARC policy, all reimbursements forbusiness expenses incurred through the Termination Date, upon submission ofreports in accordance with ARC procedures; and if McKinney should die

 

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while any amounts are payable under this Agreement, such amounts shallbe payable to McKinney’s estate.

 

3.             McKinney agrees that (except in connection with taxreporting, or pursuant to legal process or any legal action to enforce theterms of this Agreement), she shall keep confidential the terms of thisAgreement, except for disclosure to immediate family members under condition ofconfidentiality, and except for information which ARC has disclosed pursuant toSEC rules. Truthful testimony pursuant to legal process shall not be considereda violation of the first sentence of this Section 3. In the event that McKinneywill be required pursuant to law or legal process to disclose any informationdescribed in the first sentence of this Section 3, McKinney shall provide ARCwith notice within 48 hours of receipt of the order or process compelling suchdisclosure and shall cooperate with ARC in any efforts it undertakes to seek aprotective order or other limitations on such disclosure.

 

4.     McKinney on behalf of herself, her heirs, executors, attorneys,administrators, successors and assigns, hereby fully and forever, to the fullextent permitted by law, releases and discharges ARC and each of ARC’ssubsidiaries and each of their directors, officers, employees, accountants,agents and attorneys, past, present and future, and all predecessors,successors and assigns thereof (collectively “Released Parties”) from any andall claims, demands, agreements, actions, suit, causes of action, damages,injunctions, restraints and liabilities, of whatever kind or nature, in law,equity or otherwise, whether now known or unknown, which have ever existed orwhich may now exist (except to in the terms of this Agreement or her vestedretirement benefits), including, but not limited to, any and all claims,liabilities, demands or causes of action relating to or arising out ofMcKinney’s employment, or separation from ARC including, without limitation,claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C §2000e et seq., 42 U.S.C. § 1981, The Civil Rights Act of 1991, the AgeDiscrimination in Employment Act, the Older Workers Benefit Protection Act, theAmericans with Disabilities Payment and Collection Act, the Worker Adjustmentand Retraining Notification Act, the antitrust and restraint of trade statutesand common law, the federal and state (including, without limitation, Illinois)statutes or common law, or claims for breach of contract, formisrepresentation, for violation of any other federal, state or local statute,ordinance or regulation or common law dealing in any respect withdiscrimination in employment or otherwise, defamation, retaliatory or wrongfuldischarge under the common law of any state, infliction of emotional distressor any other tort under the common law of any state or for attorney’s fees.McKinney acknowledges and agrees that this release and the covenant not to sueset forth in this Agreement are essential and material terms of this Agreementand that without such release and covenant not to sue, the parties would nothave reached an agreement. McKinney understands and acknowledges the significanceand consequences of this release and this Agreement.

 

Notwithstanding the foregoing, nothing herein shall bedeemed to release (i) ARC from any indemnification obligations to McKinney ithas under law, ARC’s certificate of incorporation or bylaws or McKinney’sexisting indemnification agreement (ii) McKinney from any rights she may havewith respect to any ARC stock of which she is the record owner, or (iii)McKinney with respect to any rights that McKinney may have in connection withany employee benefit plan as defined in Section 3(3) of the Employee RetirementSecurity Income Act of 1974, as amended.

 

5.           The following provisions areapplicable to and made a part of this Agreement and the foregoing generalrelease and waiver:

 

a.               McKinneyacknowledges that this Agreement includes a waiver of rights and claims underthe Age Discrimination in Employment Act and understands that

 

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sheis not waiving rights or claims that may arise after the date the partiesexecute this Agreement (McKinney hereby acknowledging that any claims arisingout her resignation arose prior to the date hereof);

 

b.              Inexchange for this general release and wiaver hereunder, McKinney herebyacknowledges that she has received separate consideration beyond that to whichshe is otherwise entitled under ARC policy or applicable law;

 

c.               McKinneyacknowledges that she has entered into this Agreement knowingly and voluntarilywith full understanding of its terms;

 

d.              McKinneyacknowledges that she has waived her rights to consider this Agreement for atleast twenty-one (21) days; and

 

e.               McKinneyunderstands that she may revoke this Agreement during the seven (7) calendardays following execution of this Agreement if such revocation is received inhand by ARC to the attention of S. Purcell by 5pm on the seventh day, and thatthe Agreement shall not become effective or enforceable until after 5pm on suchseventh calendar day.

 

McKinney acknowledgesthat she may learn of circumstances bearing upon the things and items releasedby this Agreement, but it is her intention by doing so and doing the actscalled for by this Agreement, that this Agreement shall be effective as a fulland final accord and satisfaction and release of each and every thing and itemreleased herein, whether known or unknown.

 

6.             To the maximum extent permitted by law, McKinneycovenants not to sue or to institute or cause to be instituted any kind ofclaim or action (except to enforce this Agreement) in any federal, state orlocal agency or court against any of the parties released hereby relating tothe matters covered by such releases.

 

7.             McKinney warrants and represents that she has neithermade, will make, nor suffer to be made any assignment or transfer of any right,claim, demand or cause of action covered by the above releases or covenant notto sue, that she is the sole and absolute owner thereof, and that she has notfiled or suffered to be filed on her behalf against the other party, any claim,action, demand of any kind covered by the above releases or covenant not to sueas of the Termination Date.

 

8.             Neither this Agreement nor performance hereunderconstitutes an admission by either party of any violation of any federal, stateor local law, regulation, common law, or any breach of any contract or anyother wrongdoing of any type.

 

9.             In the event that any section or provision of thisAgreement shall be determined to be contrary to governing law or otherwiseunenforceable, all remaining portions of this Agreement shall be enforced tothe maximum extent permitted by law; the unenforceable paragraph, subparagraphor provision shall first be construed or interpreted, if possible, to render itenforceable and, if that is not possible, then the provision shall be severedand disregarded, and the remainder of this Agreement shall be enforced to themaximum extent permitted by law.

 

10.           McKinney acknowledges and confirms,and as a material term to this Agreement agrees to abide by, the covenants inSection IX A (Cooperation), IX B (Confidential

 

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Information), IX C (CertainRestricted Activities) of McKinney’s Employment Agreement. Both parties agreethat the remedies for breach in Section IX D thereof apply to any breach ofthis Agreement.

 

11.           McKinney shall not take any actionintended to portray ARC or its management in a negative light. McKinneyacknowledges that she has no authority from and after the Termination Date toact as a spokesperson for ARC.

 

12.           This Agreement shall be governed byand construed in accordance with the internal substantive laws of the State ofIllinois.

 

13.           McKinney acknowledges that she hascarefully read this Agreement and fully understands its meaning, that counselrepresented her in connection with the negotiation of this Agreement, that shehas full knowledge of the effect of this Agreement and is entering into itvoluntarily and without coercion or duress, and the only consideration she isreceiving for signing this Agreement is described herein, and no other promisesor representations of any kind have been made by any person or entity to causeher to sign this Agreement.

 

14.           Except for the provisions of theEmployment Agreement incorporated into Section 11 of this Agreement which theparties acknowledge continue beyond the Termination Date, and anyindemnification obligations to McKinney under McKinney’s existingindemnification agreement, this Agreement contains the entire agreement andunderstanding between ARC and McKinney concerning the matters described hereinand supercedes all prior agreements, discussions, negotiations andunderstandings between ARC and McKinney. The terms of this Agreement cannot bechanged except in a subsequent document signed by McKinney and an authorizedrepresentative of ARC.

 
|   | Alternative Resources  Corporation |                     |
|--------|------------------------------------|--------------------------|
|   |                               |                     |
|   | By:                                |  /s/ Steven Purcell |   |
|   | Its                                |  CFO                |   |
|   |                               |                     |
|   | /s/ Sharon McKinney                |                     |
|   | Sharon McKinney                    |                     |
|        |                                    |                          |  |  |

 

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