**Exhibit 10.3**

** **

**DIRECTOR AGREEMENT**

 

 

This DIRECTORAGREEMENT (“Agreement”) is made effective as of August 5, 2002  by and between Alternative ResourcesCorporation, (the “Company”) and Robert Stanojev (the “Director”).

 

Inconsideration of the mutual covenants contained in this Agreement, the partieshereby agree as follows:

 

**SECTIONI**

**AGREEMENTTO SERVE AS DIRECTOR**

**ANDCHAIRMAN OF THE BOARD**

 

The Company’sBoard of Directors has elected Director as an additional member of the Board ofDirectors of the Company and further elected him as non-executive Chairman ofthe Board, having the duties described in the bylaws of the Company and theadditional duties and responsibilities described in this Agreement.  Director agrees to serve in these roles inaccordance with the terms of this Agreement until his resignation or removal asChairman.

 

**SECTIONII**

**POSITIONAND RESPONSIBILITIES**

 

Director shallserve as consultant and counselor to the Board of Directors and to the ChiefExecutive Officer of the Company.  Inthat capacity, he shall be responsible to jointly develop with the ChiefExecutive Officer the Company strategy (subject, where appropriate, to theapproval of the Board of Directors), facilitate the communication between theChief Executive Officer and the Board of Directors, and to fulfill a leadingrole in the Board of Directors’ direction and supervision of the ChiefExecutive Officer. Director shall participate with and assist the ChiefExecutive Officer in the selection and hiring of management who report directlyto the Chief Executive Officer. Director shall also participate in outreach to prospective strategicpartners and customers of the Company, and shall travel as necessary. For thefirst ninety (90) days of this Agreement, Director shall devote all of hisbusiness time and attention to his duties hereunder. Thereafter, Director isexpected to devote from two to three days a month to his duties hereunder.

 

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**SECTIONIII**

**DIRECTORSFEES AND OPTIONS**

 

A.            Fees

 

While servingas Chairman of the Board, Director shall be paid director’s fees at the rate of$100,000 per annum, payable in monthly installments.  These fees are in lieu of all other directors fees to which otherdirectors are entitled.

 

B.            Options

 

The Companyhas granted to Director stock options outside of the Company’s option plans topurchase 400,000 shares of common stock of the Company with an exercise priceequal to fair market value per share on the date hereof, vesting, so long asDirector remains Chairman of the Board, in three annual installments of133,333, 133,333 and 133,334 shares on the first, second and third annualanniversaries of the date hereof.

 

Notwithstandingthe foregoing:

 

(i)            If Director is removed by the Company from his position as Chairman on orprior to the ninety (90) day anniversary of the date hereof, no options shallvest, and they shall terminate.  If  Director is removed by the Company from hisposition as Chairman without Cause after the ninety day anniversary but priorto the first annual anniversary  of thedate hereof , 133,333 shares of  thisoption shall become fully vested and exercisable for the 30 daypost-termination period specified in the option . If  Director is removed by the Company from his position as Chairmanwithout Cause after the first annual anniversary of the date hereof but priorto the second annual anniversary of the date hereof, 200,000 shares of thisoption (less the portion of this option already vested) shall become fullyvested and exercisable for the 30 day post-termination period specified in theoption. In the event that Director disputes and has timely submitted thedetermination of Cause to arbitration in accordance with this Agreement, thenthe period for exercise of his options provided for in this Agreement shall besuspended until the Arbitrator submits a written decision and, in the event ofa determination in favor of Director, shall then run for a period of thirty(30) days after such determination.

 

(ii)           If there is a change in control ofthe Company, all of these options shall become fully vested and shall remainexercisable both during his continued position as Chairman of the Board, and,if Director’s position as Chairman of the Board is terminated or he resignsthat position on or after the change in control, for the designatedpost-termination period specified in those options.  For purposes of this Agreement, a “change in control” of theCompany shall be deemed to occur at the effective time of (i) a merger orconsolidation of the Company with one or more other corporations as a result ofwhich the holders of the outstanding voting stock of the Company immediatelyprior to such merger or consolidation (other than the surviving or 

 

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resulting corporation or anyaffiliate thereof) hold less than 50% of the voting stock of the surviving orresulting corporation, or (ii) a transfer of more than 50% (in value) of theassets of the Company other than to a transferee in which the Company owns atleast 50% of the voting stock immediately prior to the consummation of suchtransaction.** **Solely for thepurposes of this definition, the Wynnchurch Capital entities shall always bedeemed to hold the shares into or for which any convertible securities andwarrants held by them are convertible or exercisable, and such shares shall bedeemed outstanding.

 

iii)            In the event of a termination ofDirectors’ position as Chairman for Cause at any time, the options which havenot been exercised shall cancel and be nonexercisable.

The options grantedabove are in lieu of all entitlement to annual option grants to whichnonemployee directors may be entitled under the Company’s option plans, andExecutive waives and declines all rights thereto, notwithstanding anyprovisions in such plans to the contrary.

 

C.             No other Benefits/No EmploymentStatus

 

Directorunderstands that he is not an employee of the Company for any purpose and shallnot be entitled to participate in any retirement, health or other benefitswhich are reserved to employees of the Company.  Director acknowledges that he is responsible for payment of alltaxes associated with the fees and director stock options granted hereunder.

 

**SECTIONIV**

**BUSINESSEXPENSES**

 

The Companywill reimburse the Director for all reasonable travel and other expensesincurred by the Director in connection with the performance of his duties and

responsibilities under thisAgreement.  Director must support allexpenditures with customary receipts and expense reports subject to review bythe Company’s Chief Financial Officer.

 

**SECTIONV**

**TERMINATION**

 

 

A.            Termination by Company.

 

Directorserves as Chairman at the pleasure of the Board of Directors and may be removedfrom such position at any time by the Board of Directors with or without Cause.“Cause” means and is limited to the good faith determination by the Company’sBoard of Directors that Director  (i)has breached his specific performance duties assigned to him in this Agreementwhich Director has not diligently commenced to cure and completed the cure of withinten days following specific written notice of the breach or (ii) has breachedhis fiduciary duties of loyalty to the Company

 

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B.            Arbitration Right.

 

If Directordisputes (by giving written notice to the Company) any determination of Causeby the Board of Directors within 15 days of being notified in writing of such adetermination, then Director may within 15 days after the giving of his noticeof dispute, submit the determination of whether there existed Cause for removalto arbitration in accordance with Section VII hereof, and the burden of provingCause at such arbitration shall be on the Company or the Board of Directors.

 

 C.           Resignation.

 

Director mayalso resign as Chairman at any time upon written notice. In any of theseevents, Director shall also deliver his resignation as director of the Company and shall be entitled to receivehis accrued directors fees prorated through the date of his removal as Chairman.

 

**SECTIONVI**

**INDEMNIFICATION,LITIGATION**

 

In addition tosuch bylaw provisions as may from time to time be in effect, the Company willexecute with Director the current form of Indemnification Agreement granted todirectors.  The foregoingindemnification shall continue to apply following termination of his positionsfor actions or omissions during his service as Chairman of the Board.

 

**SECTIONVII**

**ENTIREAGREEMENTS**

 

This Agreement contains the entire agreement between the Company andthe Director with respect to the subject matter and supersedes any negotiationsor prior understandings prior employment, or consulting agreements  or letters of understanding between theCompany and Director. This Agreement may not be modified or amended except inwriting signed by the parties.  No termor condition of this Agreement will be deemed to have been waived, except inwriting by the party charged with waiver. A waiver shall operate only as to the specific term or condition waivedand will not constitute a waiver for the future or act on anything other thanthat which is specifically waived.

 

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**SECTION VIII**

**GOVERNINGLAW AND ARBITRATION**

 

A.            This Agreement and its validity,interpretation, performance and enforcement shall be governed by the laws of theState of Delaware , without giving effect to the choice of law provisionsthereof.

 

B.            Arbitration of the existence ofCause shall be subject to the following:

 

•                                            (i) Arbitrationshall be conducted by a single arbitrator (the Arbitrator”) in accordance withthe Commercial Arbitration Rules of the American Arbitration Association,except as provide herein, in Chicago, Illinois. The parties shall attempt to agree on the selection ofthe Arbitrator for the arbitration proceeding. If the parties cannot reach such an agreement within three weeks fromthe filing of the initial arbitration demand, the Arbitrator shall be selectedaccording to the Rules of the American Arbitration Association.

•                                            (ii)           The Arbitrator shall not be allowed to issue punitive,exemplary, or treble damages against any party, and the sole effect of thearbitration shall be whether or not the director stock options provided forunder this Agreement may be exercised after termination of Director’s positionas Chairman of the Board.

•                                            (iii)          Exceptas otherwise agreed to by the parties, the arbitration proceeding shall beginno later than thirty days after the filing of the initial arbitration demand.The arbitration proceedings shall be held from 10:00 a.m. to 3:00 p.m. onconsecutive business days until the arbitration is completed. Each party shallbe allowed four days to present its case in chief.  The time for the opposing party’s cross-examination of witnessesshall not be included as part of the time for the presentment of a party’s case-in-chief.The Arbitrator shall not be bound by any strict rules of evidence and mayconsider any evidence presented at the arbitration hearing as he deemappropriate. A court reporter shall attend and record all of the arbitrationproceedings (including but not limited to the argument and rulings on discoverymotions).

•                                            (iv)          Anydocuments or other information produced by a party or non-party in anyarbitration proceeding hereunder shall be treated by the parties asconfidential and shall be used solely for the purposes of such arbitrationproceeding and for no other purpose. The parties shall not provide any such confidential information to anyperson without the prior written consent of the producing party, except thatthe parties may provide such confidential information to any retained expertwho, in advance of receiving any such confidential information, agrees inwriting to keep such information confidential as set forth herein. Thearbitration proceedings 

 

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and the decisionissued pursuant to such proceedings shall be confidential, except for suchpublic disclosure as is required by the Company in accordance with law.

 

**SECTIONIX**

**NOTICES**

 

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

 

(a)           If to the Company, at:

 
| Alternative  Resources Corporation           |
|----------------------------------------------|
|  600 Hart  Road, Suite 300, Barrington, |
| Illinois   60010                        |
| Attention:  Chief Executive Officer          |

 

or at such other address as mayhave been furnished to the Director by the Company in writing, or

 

(b)           If to the Director, at the address hehas furnished to the Company in writing.

 

**SECTION X**

**MISCELLANEOUS**

 

A.            Multiple Counterparts

 

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

 

B.            Severability

 

If any phrase,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 forceand effect.  In addition, there will beautomatically substituted herein for such severed phrase, clause or provision aphrase, clause or provision as similar as possible which is valid andenforceable.

 

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C.            Headings

 

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

 

D.            Construction

 

The Companyand the Director acknowledge that this Agreement was the result of arm’s-lengthnegotiations between sophisticated parties.  Each and every provision of this Agreement shall be construed as thoughboth parties participated equally in the drafting of same, and any rule ofconstruction that a document shall be construed against the drafting partyshall not be applicable to this Agreement.

 

 

IN WITNESSWHEREOF, the undersigned have executed this Agreement as of the date firstabove written.

 

**COMPANY**                                                                                                     **DIRECTOR**

 

 

 
| ALTERNATIVE  RESOURCES   CORPORATION |                     |   |
|--------------------------------------|--------------------------|--------|
|                                 |                     |   |
| By:                                  |                     |   |   |
| Its:                                 | Chief  Executive Officer |   | Robert  Stanojev |

 

 

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