GIVING
EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF) APPLICABLE TO CONTRACTS MADE AND
TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
SECTION 14.
NOTICES.
(A)
EVERY NOTICE OR OTHER COMMUNICATION RELATING TO THIS AGREEMENT
SHALL BE IN WRITING, AND SHALL BE MAILED TO OR DELIVERED TO THE PARTY FOR WHOM
IT IS INTENDED AT SUCH ADDRESS AS MAY FROM TIME TO TIME BE DESIGNATED BY IT IN A
NOTICE MAILED OR DELIVERED TO THE OTHER PARTY AS HEREIN PROVIDED, PROVIDED THAT,
UNLESS AND UNTIL SOME OTHER ADDRESS BE SO DESIGNATED, ALL NOTICES OR
COMMUNICATIONS BY THE EXECUTIVE TO THE COMPANY SHALL BE MAILED OR DELIVERED TO
THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, AND ALL NOTICES OR COMMUNICATIONS
BY THE COMPANY TO THE EXECUTIVE MAY BE GIVEN TO THE EXECUTIVE PERSONALLY OR MAY
BE MAILED TO EXECUTIVE AT THE EXECUTIVE'S LAST KNOWN ADDRESS, AS REFLECTED IN
THE COMPANY'S RECORDS.
(B)
ANY NOTICE SO ADDRESSED SHALL BE DEEMED TO BE GIVEN:
(I) IF
DELIVERED BY HAND, ON THE DATE OF SUCH DELIVERY; (II) IF MAILED BY COURIER, ON
THE FIRST BUSINESS DAY FOLLOWING THE DATE OF SUCH MAILING; AND (III) IF MAILED
BY REGISTERED OR CERTIFIED MAIL, ON THE THIRD BUSINESS DAY AFTER THE DATE OF
SUCH MAILING.
SECTION 15.
SECTION HEADINGS.
THE HEADINGS OF THE SECTIONS AND
SUBSECTIONS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT BE
DEEMED TO CONSTITUTE A PART THEREOF, AFFECT THE MEANING OR INTERPRETATION OF
THIS AGREEMENT OR OF ANY TERM OR PROVISION HEREOF.
SECTION 16.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE
UNDERSTANDING AND AGREEMENT OF THE PARTIES HERETO REGARDING THE EMPLOYMENT OF
THE EXECUTIVE.
THIS AGREEMENT SUPERSEDES ALL PRIOR NEGOTIATIONS, DISCUSSIONS,
CORRESPONDENCE, COMMUNICATIONS, UNDERSTANDINGS AND AGREEMENTS BETWEEN THE
PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, THE ORIGINAL AGREEMENT.
SECTION 17.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH
TOGETHER SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT.
[Signatures to appear on the following page.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
MEDICAL STAFFING NETWORK, INC.
By:
/s/ Robert J. Adamson
Name: Robert J. Adamson
Title: Chairman and CEO
MEDICAL STAFFING NETWORK HOLDINGS,
INC.
By:
/s/ Robert J. Adamson
Name: Robert J. Adamson
Title: Chairman and CEO
EXECUTIVE
/s/ N. Larry McPherson
N. Larry McPherson
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