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Exhibit 10.3.13.1
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") deemed effective as of
November 28, 2006 is entered into by and among Westaff
Support, Inc., a California corporation (the "Company") and
Jeffrey A. Elias (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.
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(a)
Position and Responsibilities. The Executive
shall be employed as the Company’s Senior Vice President,
Human Resource Director. The Executive shall have such
responsibilities and duties as are consistent with his position,
and any other duties that the Company may assign to him. The
Executive shall devote his full working time, attention and
energies to the performance of his duties for the Company and the
Executive shall at all times comply with the Company’s
Conflict of Interest Policy.
(b)
Term. The Executive’s employment shall
commence on November 28, 2006, and his 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 him 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.
3. COMPENSATION AND BENEFITS. In
consideration for the services of the Executive, the Company shall
compensate the Executive as follows:
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(a)
Base Salary. The Company shall pay the
Executive an initial annual base salary of $190,000 ("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. The Company will periodically
review the Executive’s Base Salary and make appropriate
adjustments as it shall determine in its sole discretion.
(b)
Benefits. As the Executive becomes
eligible, he 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.
(c)
Expenses. The Company shall reimburse the
Executive for all reasonable travel and other business expenses
incurred by the Executive in the performance of his 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 under the Company’s 2007
Executive Incentive Plan, subject to the terms and conditions of
that Plan. The Executive’s target bonus amount under
the Company’s 2007 Executive Incentive Plan shall be 25% of
his Base Salary, however, the actual bonus amount (if any) shall be
determined according to the terms of that Plan. The Executive
may, at the Company’s sole discretion, be eligible for annual
incentive compensation for future fiscal years pursuant to an
executive bonus plan or other incentive compensation plan, which
the Company may formulate in its discretion. The Executive
will not be eligible for any bonus or incentive compensation
payment if his
employment with the Company terminates for any
reason before such bonus or incentive compensation payment is
earned or paid.
(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 Company will grant the Executive an option to purchase ten
thousand (10,000) shares of the Company’s common stock (the
"Option Shares"). If approved, the terms of such grant
(including but not limited to the vesting schedule for the Option
Shares) shall be stated in the Company’s Stock Option
Agreement (the "Stock Option Agreement") and the Company’s
2006 Stock Incentive Plan (the "Stock Option Plan"). The date
of grant and the exercise price per share for the Option Shares
shall be determined by the Board.
(f)
Relocation Expenses. The
Executive shall relocate from Palm Springs, California to the
Walnut Creek, California area in order to perform his duties and
responsibilities under this Agreement. In connection with
that relocation, the Company shall, subject to its review and
approval, pay for (i) the Executive’s actual and
reasonable costs to relocate his personal belongings from Palm
Springs, California to the Walnut Creek, California area, not to
exceed $15,000.00, and (ii) the Executive’s actual and
reasonable costs of temporary housing through February 1, 2007, not
to exceed $12,000.00 (collectively, the "Relocation Costs").
If the Executive voluntarily resigns from the Company within six
(6) months from his date of hire, he shall reimburse the Company
for a pro-rated share of the Relocation Costs, which shall be
calculated based on the number of days remaining before the
Executive’s one-year anniversary with the Company divided by
365.
4. TERMINATION OF EMPLOYMENT.
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(a)
Termination of Employment For Cause.
For purposes of this Agreement, the Company may terminate the
Executive employment for "Cause" at any time, without any notice,
if the Executive does any one or more of the following:
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(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 his 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 his 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 his Confidential Information
and Invention Agreement);
(vi)
dies; or
(vii)
becomes disabled and therefore unable to perform the
essential duties of his 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 his earned but unpaid Base Salary and accrued but unused
vacation pay, and shall provide him 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
his 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 his
earned but unpaid Base Salary, his accrued but unused vacation pay
and his earned but unpaid annual incentive pay, if any, and shall
provide him 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 he 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 date of hire,
Executive’s Severance Payment shall be equal to three (3)
months’ pay at his current Base Salary, less required and
authorized withholdings, which shall be paid to the Executive in
the form of salary continuation for a period of three (3) months
following the effective date of termination, payable in accordance
with the Company’s normal payroll practices and
schedule.
(ii)
If the Executive’s employment is terminated
without Cause after Executive has completed one year of continuous
employment with the Company, Executive’s Severance Payment
shall be six (6) months’ pay at hi
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