EXHIBIT 10.2
SEPARATION AGREEMENT AND RELEASE
Alternative Resources Corporation, a Delaware corporation ("ARC"), and Raymond
R. Hipp, on behalf of himself, his heirs and assigns ("Hipp"), hereby enter into
this Separation Agreement and Release ("Agreement") this 13th day of June, 2002
WHEREAS, ARC has requested that Hipp resign his employment and officer positions
with ARC and its subsidiaries and his director position with subsidiaries of
ARC, effective the date hereof (the "Termination Date") and resign his director
position with ARC at the directors meeting following the 2002 annual meeting of
stockholders;
WHEREAS, ARC is willing to provide certain benefits to Hipp in exchange for the
covenants and releases set forth herein;
1.
HIPP HEREBY RESIGNS HIS EMPLOYMENT AND ALL OFFICER POSITIONS WITH
ARC AND SUBSIDIARIES. HE ALSO HEREBY RESIGNS ALL DIRECTOR POSITIONS WITH ARC
SUBSIDIARIES AND ALL POSITIONS AS TRUSTEE OF ALL ARC RETIREMENT OR WELFARE
PLANS.
HIPP SHALL EXECUTE ANY ADDITIONAL DOCUMENTS REQUIRED TO REFLECT SUCH
RESIGNATIONS.
HIPP AGREES THAT HE SHALL SUBMIT HIS RESIGNATION AS DIRECTOR OF
ARC AT THE DIRECTORS MEETING FOLLOWING THE 2002 ANNUAL MEETING OF STOCKHOLDERS.
THESE RESIGNATIONS AND COMMITMENT TO RESIGN ARE NOT CONDITIONAL OR SUBJECT TO
REVOCATION, NOTWITHSTANDING THE RIGHT TO REVOKE THE AGREEMENTS SET FORTH IN THE
REMAINDER OF THIS AGREEMENT.
FOR SIX MONTHS AFTER THE TERMINATION DATE, HIPP
SHALL BE REASONABLY AVAILABLE TO CONSULT WITH ARC ON AND MAKE TRANSITIONAL
INTRODUCTIONS TO KEY CUSTOMERS.
2.
IN FULL AND FINAL SATISFACTION OF ALL CLAIMS BY HIPP AGAINST ARC
AND THE OTHER RELEASED PARTIES (AS DEFINED IN SECTION 4), IN LIEU OF ANY OTHER
PAYMENTS, COVENANTS OR OBLIGATIONS OF ARC UNDER THE EMPLOYMENT AGREEMENT
EFFECTIVE JULY 23, 1998 ("EMPLOYMENT AGREEMENT") AND IN CONSIDERATION FOR AND
SUBJECT TO THE UNDERTAKINGS DESCRIBED IN THIS AGREEMENT AND CONDITIONAL UPON
HIPP'S COMPLIANCE WITH AND NOT REVOKING THIS AGREEMENT, ARC AGREES TO MAKE THE
FOLLOWING PAYMENTS AND TO PROVIDE THE FOLLOWING BENEFITS TO HIPP:
A.
ARC SHALL PAY HIPP NO LATER THAN THE
NEXT REGULARLY SCHEDULED PAY PERIOD FOLLOWING HIPP'S TERMINATION DATE, THE
AMOUNT OF ALL ACCRUED BASE SALARY AND UNUSED VACATION THROUGH THE TERMINATION
DATE, LESS NORMAL WITHHOLDING AS REQUIRED BY LAW.
B.
ARC SHALL PAY TO HIPP A TOTAL SEVERANCE
PAYMENT OF
SEVEN HUNDRED TWENTY THOUSAND DOLLARS ($720,000.00), PAYABLE IN
EQUAL, INSTALLMENTS ACCORDING TO ARC'S CUSTOMARY PAYROLL PRACTICES OVER THE
TWENTY-FOUR MONTH PERIOD BEGINNING ON THE NEXT REGULAR PAY DAY FOLLOWING THE
TERMINATION DATE (BUT NOT EARLIER THAN THE DAY THAT THIS AGREEMENT BECOMES
IRREVOCABLE, ASSUMING IT IS NOT PREVIOUSLY REVOKED (THE "EFFECTIVE DATE")), LESS
NORMAL WITHHOLDING AS REQUIRED BY LAW.
C.
CONDITIONAL UPON FLEET CAPITAL
CORPORATION WAIVING ANY POTENTIAL DEFAULT UNDER THE NET WORTH AND FIXED CHARGE
COVENANTS OF ARC'S CREDIT AND SECURITY AGREEMENT DATED JANUARY 31, 2002 FOR THE
SECOND QUARTER OF 2002 ("CREDIT AGREEMENT"), ARC SHALL PAY HIPP'S REMAINING
UNPAID
PORTION OF STAY-BONUS AS FOLLOWS, LESS NORMAL WITHHOLDING AS REQUIRED BY LAW:
i.
$200,0000 on the Effective Date; and
ii.
$28,000 on January 1, 2003.
ARC shall use reasonable efforts (but without