Exhibit
10.3.8.5


 


THIRD AMENDMENT


TO


EMPLOYMENT AGREEMENT


BY AND AMONG


WESTAFF SUPPORT, INC.,
WESTAFF, INC., AND DWIGHT S. PEDERSEN


 


The Employment Agreement
effective as of January 14, 2002, by and among Westaff Support, Inc. (the
“Company”), Westaff, Inc. (“Westaff”) and Dwight S. Pedersen (the “Executive”)
and amended effective June 30, 2003 and June 30, 2004, is hereby further
amended as follows, effective upon approval of the applicable resolution of the
Primary Committee of the Board of Westaff.


 


1.               Item 2 in Exhibit 1 to the Employment
Agreement (the definition of “Change of Control”) is deleted in its entirety
and replaced with the following:


 


“‘Change in
Control’ is defined as — a change in ownership or control of the Company’s
Parent, Westaff (USA), Inc., or Westaff effected through any of the following
transactions:


 


(i)             any transaction or
series of related transactions as a result of which any person or related group
of persons initially becomes the beneficial owner (within the meaning of
Rule 13d-3 of the Securities Exchange Act of 1934), directly or
indirectly, of securities possessing more than fifty percent (50%) of the total
combined voting power of the Company’s Parent 
or Westaff’s then outstanding voting securities.  For purposes of this sub-paragraph, the term
“person” shall exclude (i) a trustee or other fiduciary holding securities
under an employee benefit plan of 
Westaff or of a subsidiary and (ii) a corporation owned directly or
indirectly by the stockholders of Westaff in substantially the same proportions
as their ownership of the common stock of Westaff;


 


(ii)          or a change in the composition of the Board of Westaff
over a period of thirty-six (36) consecutive months or less such that a
majority of the Board members ceases, by reason of one or more elections for
Board membership, to be comprised of individuals who either (A) have been
Board members continuously since the beginning of such period or (B) have
been elected or nominated for election as Board members during such period by at
least a majority of the Board members described in clause (A) who were
still in office at the time such election or nomination was approved by the
Board.


 


A transaction
shall not constitute a Change in Control if its sole purpose is to create a
holding company that will be owned, directly or indirectly, in substantially
the same proportions by the persons who held the Westaff’s securities
immediately before such transaction.”


 

















 


All other terms and
conditions of the above-referenced Employment Agreement shall remain in full
force and effect unless otherwise amended herein.


 


	
  EXECUTIVE:

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  WESTAFF SUPPORT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Dwight S. Pedersen

  	
   

  	
  /s/ W. Robert Stover

  	
   

  
	
  Dwight S. Pedersen

  	
  By:

  	
  W. Robert Stover

  
	
   

  	
  Title:

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTAFF:

  
	
   

  	
  WESTAFF, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ W. Robert Stover

  	
   

  
	
   

  	
  By:

  	
  W. Robert Stover

  
	
   

  	
  Title:

  	
  Chairman of the Board