**Exhibit10.1**

 

**EMPLOYMENT AGREEMENT**

 

This EMPLOYMENTAGREEMENT (“Agreement”) made effective as of February 1, 2004 by andbetween Alternative Resources Corporation (the “Company”) and R. GibbsVandercook (the “Executive”).

 

In consideration of themutual covenants contained in this Agreement, the parties hereby agree asfollows:

 

**SECTION I**

**EMPLOYMENT**

 

The Company agrees to thecontinued employment of the Executive, and the Executive agrees to be employedby 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**

**POSITIONAND RESPONSIBILTIES**

 

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

 

**SECTION IIITERMS AND DUTIES**

 

A.                                   Periodof Employment

 

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

 

B.                                     Duties

 

Duringthe Period of Employment, the Executive shall devote all of his/her businesstime, attention and skill to the business and affairs of the Company and itssubsidiaries. The Executive may (i) participate in the affairs of anygovernmental, educational or other charitable institution, or engage inprofessional speaking and writing activities, so long as the Chairman or ChiefExecutive Officer does not determine, in good faith, that such activitiesunreasonably interfere with the business of the Company or diminish theExecutive’s obligations under the Agreement; or (ii) serve as a member of theboard of directors of other corporations, so long as the Board of Directors ofthe Company, in its discretion, specifically approves such service, and in anysuch case, the Executive shall be entitled to retain all fees, royalties andother compensation derived from such activities in addition to the compensationand other benefits payable to him/her under the Agreement; and providedfurther, that the Executive may invest his/her personal or family funds in anyform or manner he/she may choose that will not require any services on his/herpart in the operation of or the affairs of the companies in which suchinvestments are made. The Executive will perform faithfully the dutiesconsistent with his/her position as Executive Vice President – Services &Corporate Development, which may be assigned to him/her from time to time bythe Chairman of the Board and/or Chief Executive Officer.

 

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**SECTION IV**

**COMPENSATIONAND BENEFITS**

 

A.                                   BaseSalary

 

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

 

B.                                     AnnualIncentive Awards

 

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

 

C.                                     Options

 

Options that may begranted to the Executive before or during this Period of Employment shall begoverned by the terms and provisions comparable to those applicable to optionsgranted under the Company’s Stock Option Plan. Notwithstanding the foregoing,if (i) the Period of Employment ends because the Company ends the automaticextension thereof under Section III A. of this Agreement; (ii) the Companyterminates the employment of the Executive Without Cause as defined inSection VIII; (iii) the Executive’s employment hereunder terminatesbecause 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 fullyexercisable and shall remain exercisable for the remainder of their term.

 

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

 

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

 

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

 

(iii)                               Theelection of the Board of Directors of the Company of the lesser of (i) threedirectors or (ii) directors constituting a majority of the number of directorsof the

 

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

 

D.                                    AdditionalBenefits

 

The Executive will beentitled to participate in all compensation or employee benefit plans orprograms and receive all benefits and perquisites for which any salariedexecutive employees are eligible under any existing or future plan or programestablished by the Company for salaried executive employees. The Executive willparticipate to the extent permissible under the terms and provisions of suchplans or programs in accordance with plan or program provisions. These mayinclude group hospitalization, health, dental care, life or other insurance,tax qualified pension, savings, thrift and profit sharing plans, terminationpay programs, sick leave plans, travel or accident insurance, short and longterm disability insurance and contingent compensation plans including capitalaccumulation programs, restricted stock programs, stock purchase programs andstock options plans. Nothing in this Agreement will preclude the Company fromamending or terminating any of the plans or programs applicable to salariedexecutive employees of the Company. Notwithstanding the foregoing sentence, nosuch amendment or termination shall reduce or otherwise adversely affectExecutive’s rights under Section IV C. of this Agreement. In addition tothe foregoing benefits, Executive shall be entitled to a paid vacation of four(4) weeks during each twelve- (12) month period during the Period ofEmployment.

 

**SECTION V**

**BUSINESSEXPENSES**

 

TheCompany will reimburse the Executive for all reasonable travel and otherexpenses incurred by the Executive in connection with the performance ofhis/her duties and responsibilities under this Agreement which shallspecifically include such expenses incurred by Executive for business travelbetween his/her home office and Barrington, Illinois. Executive must supportall expenditures with customary receipts and expense reports subject to reviewby 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 fora period of one hundred eighty (180) consecutive days to perform his/hermaterial duties and responsibilities and (iii) a determination is maderegarding Executive’s continued incapacity by a physician appointed by theCompany (such continued incapacity is hereinafter referred to as “disability”).Upon any such termination for disability, Executive shall be entitled toreceive (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 eligibleto receive payment of long term disability benefits in lieu of Base Salary underthe Company’s long term disability benefit plan as then in effect covering theExecutive, and (ii) his/her accrued benefits under the terms of the plans,policies and procedures of the Company.

 

B.                                     AssistanceTo The Company

 

During the period theExecutive is receiving payments of either regular compensation or disabilityinsurance benefits described in this Agreement and as long as he/she isphysically and mentally able to do so, the Executive will furnish informationand assistance to the Company and from time to time will make himself/herselfavailable to the Company with respect to area and matters in which he/she wasinvolved 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 ofEmployment, (i) Executive’s estate shall be entitled to receive his/her BaseSalary, as well as the annual incentive award, prorated in each case throughthat date of Executive’s death, and (ii) Executive’s designated beneficiary orestate, 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 theplans, policies and procedures of the Company.

 

**SECTION VIII**

**EFFECTOF TERMINATION OF EMPLOYMENT**

 

A.                                   TerminationWithout Cause

 

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

 

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

 

B.                                     TerminationWith Cause

 

If theCompany terminated Executive With Cause, (i) Executive shall be entitled toreceive his/her Base Salary prorated through the date of the Executive’stermination, and (ii) Executive shall be entitled to his/her accrued benefitsunder the terms of the plans, policies and procedures of the Company.

 

C.                                     Effectof Certain Terminations

 

Upontermination of the Executive’s employment for reasons other than due to death,disability or pursuant to Paragraph A of this Section, or upon Executive’sresignation, the Period of Employment and the Company’s obligation to makepayments under this Agreement will cease as of the date of termination exceptas expressly defined in this Agreement. Executive shall have the right tovoluntarily terminate this Agreement, other than in conjunction with a Changein Control, upon two week’s prior notice to the Company. If Executivevoluntarily terminates his/her employment with the Company, (i) Executive shallbe entitled to receive her Base Salary prorated through the date of Executive’svoluntary termination, and (ii) Executive shall be entitled to his/her accruedbenefits under the terms of the plans, policies and procedures of the Company.

 

D.                                    Definitions

 

For this Agreement, thefollowing terms have the following meaning:

 

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

 

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

 

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

 

(b.)                              Breachof the Executives obligation to utilize his/her best efforts in performance ofhis/her duties or any other material term of this agreement which is notcorrected to the Board’s satisfaction within ten business days of notificationto the Executive.

 

(c.)                               Failureto follow specific directions of the Board pertaining to Executive’s dutiesunder this Agreement.

 

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

 

**SECTION IX**

**OTHERDUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT**

 

A.                                   CooperationDuring and After Employment

 

The Executivewill, with reasonable notice during or after the Period of Employment, furnishinformation as may be in his/her possession and cooperate with the Company asmay reasonably be requested in connection with any claims or legal actions inwhich the Company is or may become a party.

 

B.                                     ConfidentialInformation

 

The Executiverecognizes and acknowledges that all information pertaining to the affairs,business, clients, customers or other relationships of the Company, ashereinafter defined, is confidential and is a unique and valuable asset of theCompany. Access to and knowledge of this information is essential to theperformance of the Executive’s duties under this Agreement. The Executive willnot during the Period of Employment or after, except to the extent reasonablynecessary in performance of the duties under this Agreement, give to anyperson, firm, association, corporation or governmental agency any informationconcerning the affairs, business, clients, customers or other relationships ofthe Company, except as required by law. The Executive will not make use of thistype of information for his/her own purposes or for the benefit of any personor organization other than the Company. The Executive will also use his/herbest efforts to prevent the disclosure of this information by others. Allrecords, memoranda, etc. relating to the business of the Company, whether madeby the Executive or otherwise coming into his/her possession are confidentialand will remain the property of the Company.

 

C.                                     CertainRestricted Activities

 

During the Periodof Employment and for a one- (1) year period thereafter, the Executive will notuse his/her status with the Company to obtain goods or services from anotherorganization other than in the ordinary course of business. During the Periodof Employment and for a one (1) year period following the termination of thePeriod of Employment: the Executive will not make any statements or perform anyacts intended to advance the interest of any existing or prospective competitorsof the Company in any way that will injure the interest of the Company; theExecutive, without prior express written approval by the Board of Directors ofthe Company, will not directly or indirectly own or hold any proprietaryinterest in or be employed by or receive compensation from any party engaged inthe same or any similar business in the same geographic areas the Company doesbusiness; and the Executive, without express prior written approval from theBoard of Directors, will

 

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not solicit anymembers of the then current customers, clients or suppliers of the Company ordiscuss with any employee of the Company information or operation of anybusiness intended to compete with the Company. For the purposes of theAgreement, proprietary interest means legal or equitable ownership, whetherthrough stock holdings or otherwise of a debt or equity interest (includingoptions, warrants, rights and convertible interest) in a business firm orentity or ownership of more than 2% of any class of equity interest in apublicly-held company. The Executive acknowledges that the covenants containedherein are reasonable as to geographic and temporal scope. For a twelve (12)month period after termination of the Period of Employment for any reason, theExecutive will not hire any employee of the Company or solicit, other than bymeans of a general solicitation to the public such as a newspaperadvertisement, or encourage any such employee to leave the employ of the Company.

 

D.                                    Remedies

 

The Executiveacknowledges that his/her breach or threatened or attempted breach of anyprovision of Section IX would cause irreparable harm to the Company notcompensable in monetary damages and that the Company shall be entitled, in additionto all other applicable remedies, to a temporary and permanent injunction and adecree for a specific performance of the terms of Section IX without beingrequired to prove damages or furnish any bond or other security. The Executivehereby acknowledges the necessary of protection against the competition of, andcertain other possible adverse actions by, the Executive and that the natureand scope of such protection has been carefully considered by the parties. Theperiod provided and the area covered are expressly represented and agreed to befair, reasonable and necessary. If, however, any court or arbitrator determinesthat the restrictions described herein are not reasonable, the court orarbitration panel may modify, rewrite or interpret such restrictions to includeas much of their nature and scope as will render them enforceable.

 

**SECTION X**

**INDEMNIFICATION,LITIGATION**

 

A.                                   CorporateIndemnification and Insurance

 

The Company willindemnify the Executive to the fullest extent permitted by the laws of theCompany whichever affords the greater protection to the Executive. The Companywill use its best efforts to obtain and maintain customary directors andofficer liability insurance, covering Executive. The foregoing indemnificationshall continue to apply following termination of the Period of Employment foractions or omissions during the Period of Employment.

 

B.                                     LimitedIndemnification for Breach of Covenants

 

During the Periodof Employment, the Company will indemnify the Executive against any and allobligations to pay a judgement, settlement, penalty, fine, or reasonableexpenses (including, without limitation, counsel fees and retainers, court orarbitration costs, transcript costs, fees of experts or witnesses, travelexpenses, and all other disbursements or expenses of the types customarilyincurred in connection with prosecuting, defending, preparing to prosecute ordefend, being prepared to be a witness in, or otherwise participating in aproceeding (as defined below including any appeals), actually incurred withrespect to any threatened, pending, or completed action, suit or otherproceeding, whether civil, criminal, administrative, arbitrate, orinvestigative (a “proceeding”), to which the Executive is a party by reason ofany alleged breach of restrictive covenant or violation of the terms orconditions of employment, written or oral, between Executive and his/her formeremployer, alleged to arise from Executive’s execution of this Agreement orperformance of her obligations hereunder. Notwithstanding the foregoing, in noevent shall the Company’s aggregate indemnification obligation pursuant to thisSection X B exceed twenty five thousand dollars ($25,000.00).

 

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**SECTION XI**

**WITHHOLDINGTAXES**

 

TheCompany may directly or indirectly withhold from any payments under thisAgreement all federal, state, city, or other taxes that shall be requiredpursuant to any law or governmental regulation.

 

**SECTION XII**

**EFFECTOF PRIOR AGREEMENTS**

 

ThisAgreement contains the entire understanding between the Company and theExecutive with respect to the subject matter and supersedes any prioremployment, severance, or other similar agreements between the Company, itspredecessors and its affiliates, and the Executive.

 

**SECTION XIII**

**MODIFICATION**

 

Subjectto Section IV G., this Agreement may not be modified or amended except inwriting signed by the parties. No term or condition of this Agreement will bedeemed 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 andwill not constitute a waiver for the future or act on anything other than thatwhich is specifically waived.

 

**SECTION XIV**

**GOVERNINGLAW; ARBITRATION**

 

ThisAgreement and its validity, interpretation, performance and enforcement shallbe governed by the laws of the State of Illinois, without giving effect to thechoice of law provisions thereof. Any dispute among the parties hereto shall besettled by arbitration in accordance with the then applicable rules of theAmerican Arbitration Association and judgement upon the award rendered may beentered in any court having jurisdiction thereof.

 

**SECTION XV**

**NOTICES**

 

Allnotices, requests, consents and other communications hereunder shall be inwriting and shall be deemed to have been made when delivered or mailedfirst-class postage prepaid by registered mail, return receipt requested, orwhen delivered if by hand, overnight delivery services or confirmed facsimiletransmission to the following:

 

(a)                                  Ifto 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 bythe Company in writing, or

 

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

 

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

 

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**SECTION XVI**

**BINDINGAGREEMENT**

 

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

 

**SECTION XVII**

**MISCELLANEOUS**

 

A                                      MultipleCounterparts

 

This Agreement maybe executed simultaneously in multiple counterparts each of the same force andeffect.

 

B.                                     Severability

 

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

 

C.                                     Headings

 

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

 

D.                                    Construction

 

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

 

E.                                      Survivorship

 

The provisions ofSections 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 abovewritten.

 
| **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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