EXHIBIT 10.2
EMPLOYMENT
AGREEMENT
This Employment Agreement
(“Agreement”) deemed effective as of June 16, 2008
and is entered into by and among Westaff Support, Inc.,
Westaff (USA), Inc. and Westaff, Inc. (collectively, the
“Company”) and Christa Leonard (the
“Executive”). The parties agree to the following terms
and conditions of the Executive’s employment.
1.
EMPLOYMENT. The Company hereby
employs the Executive, and the Executive hereby accepts such
employment, upon the terms and subject to the conditions
hereinafter set forth.
2.
DUTIES.
(a)
Position
and Responsibilities. The Executive shall be
employed as the Company’s Senior Vice President and Chief
Financial Officer. The Executive shall devote her full
working time, attention and energies to the performance of her
duties for the Company and the Executive shall at all times comply
with the Company’s Conflict of Interest Policy and Code of
Business Conduct and Ethics and abide by the rules, regulations, and practices
as adopted or modified from time to time by the Company
.
(b)
Term.
The
Executive’s employment shall commence on Monday,
June 16, 2008, and her employment shall be of indefinite
duration, subject to termination under Section 4 of this
Agreement. The Executive acknowledges that there is no express or
implied agreement between her and the Company or any of its
subsidiaries, whether domestic or foreign, for any specific period
of employment or for continuing or long-term employment.
(c)
Other
Activities . Except upon the prior written consent
of the Company, the Executive will not, during the term of this
Agreement, (i) accept any other employment, or
(ii) engage, directly or indirectly, in any other business
activity (whether or not pursued for pecuniary advantage) that
might interfere with Executive’s duties and responsibilities
hereunder or create a conflict of interest with the
Company.
(d)
No
Conflict . Executive represents and warrants that
her execution of this Agreement, employment with the Company, and
the performance of her proposed duties under this Agreement shall
not violate any obligations she may have to any other employer,
person or entity, including any obligations with respect to
proprietary or confidential information of any other person or
entity.
3.
COMPENSATION AND BENEFITS. In consideration
for the services of the Executive, the Company shall compensate the
Executive as follows:
(a)
Base
Salary. The Company shall pay the
Executive an initial annual base salary of $250,000 (“Base
Salary”), less required and authorized withholdings, which
shall be paid to the Executive in accordance with the
Company’s normal payroll practices and schedule.
(b)
Benefits.
As the Executive
becomes eligible, she shall have the right to participate in and to
receive benefits from all present and future employee benefit plans
specified in the Company’s policies and generally made
available to similarly situated employees of the Company. The
amount and extent of benefits to which the Executive is entitled
shall be governed by the specific benefit plan, as
amended.
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(c)
Expenses.
The
Company shall reimburse the Executive for all reasonable travel and
other business expenses incurred by the Executive in the
performance of her duties, in accordance with Company policies, as
they may be amended in the Company’s sole
discretion.
(d)
Incentive
Compensation. The Executive shall be
eligible for an annual bonus of up to 50% of his Base Salary,
prorated for FY 2008. The bonus will be based on the
Company’s performance metrics and will be approved annually
by the Compensation Committee. The Executive will not be
eligible for any bonus or incentive compensation payment if his
employment with the Company terminates for Cause before such bonus
or incentive compensation payment is earned or paid. If
the Executive’s employment with the Company terminates
without Cause prior to such bonus or incentive compensation payment
being earned or paid, Executive will be entitled to a prorated
portion of such bonus or incentive compensation.
(e)
Stock
Options. Subject to approval from
the Company’s Board of Directors (or a duly authorized
committee of the Company’s Board of Directors) (the
“Board”), the Executive will be eligible to participate
in the Company’s 2006 Stock Incentive Plan (the “Stock
Option Plan”). If approved, Executive will be awarded
100,000 stock options pursuant to the terms stated in the
Company’s Stock Option Plan and the Notice of Stock Option
Award (including, but not limited to the vesting schedule for the
option shares).
(f)
Vacation.
The
Executive shall accrue
four (4) weeks of vacation per year, subject to the
Company’s policies with respect to maximum vacation
accruals.
(g)
Indemnification.
The Company and the
Executive shall enter into the Company’s customary form of
indemnification agreement applicable to directors and executive
officers of the Company, in the form attached as Exhibit A
(the “Indemnification Agreement”).
4.
TERMINATION OF EMPLOYMENT.
(a)
Termination
of Employment For Cause. For purposes of this
Agreement, the Company may terminate the Executive’s
employment for “Cause” at any time, without any notice,
if the Executive does any one or more of the following:
(i)
acts
in bad faith, or in breach of trust, to the detriment of the
Company;
(ii)
refuses or fails to act in
accordance with any policy of the Company or any specific direction
or order of the Company;
(iii)
exhibits, in regard to her
employment and as determined by the Company in its sole discretion,
unfitness or unavailability for service, unsatisfactory or
inadequate performance (including but not limited to the
Executive’s failure or inability to meet the Company’s
expectations, goals, standards and/or deadlines with respect to her
duties), misconduct, dishonesty, habitual neglect of duties or
incompetence;
(iv)
commits, is convicted of,
or pleads no contest to a crime involving dishonesty, breach of
trust, moral turpitude, or physical harm to any person;
(v)
breaches any material term
of this Agreement or any other agreement that the Executive has
entered into with the Company (including but not limited to her
Confidentiality, Invention, Design Agreement, which is attached
hereto and incorporate herein as Exhibit B);
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(vi)
dies;
or
(vii)
becomes disabled and
therefore unable to perform the essential duties of her position
for a period of more than 12 workweeks within any twelve (12)-month
period.
If the Executive’s
employment shall be terminated by the Company for Cause as defined
above, the Company shall pay the Executive her earned but unpaid
Base Salary and accrued but unused vacation pay, and shall provide
her benefits under the applicable benefit plans through the date of
termination and otherwise as required by law. The Executive
shall not be eligible or entitled to a severance payment described
in Section 4(b) below if her employment is terminated for
Cause and no other compensation or benefits will accrue or be owed
to the Executive for any period after the effective date of
termination in the event of a termination for Cause.
(b)
Termination
by Employer Not For Cause. The Company may terminate
the Executive’s employment at any time for any reason.
If the Executive’s employment is terminated without
Cause, the Company shall pay the Executive her earned but unpaid
Base Salary, her accrued but unused vacation pay and her earned but
unpaid bonus, if any, and shall provide her benefits under the
applicable benefit plans through the date of termination and
otherwise as required by law. In addition, the Executive
shall be entitled to a severance payment, as set forth below (the
“Severance Payment”), provided she signs a separation
agreement and general release of claims (to be prepared by the
Company at the time of termination) in exchange for such severance
payment:
(i)
If
the Executive’s employment is terminated without Cause within
one year from his d
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