Exhibit 10.12
TERMINATION
AGREEMENT
Termination Agreement (the
“Agreement”) dated January 4, 2003 among Medical
Staffing Network, Inc. (the “Company”), a Delaware
corporation located at 901 Yamato Road, Suite 110, Boca Raton,
Florida 33431, Medical Staffing Network Holdings, Inc.
(“Holdings”) f/k/a MSN Holdings, Inc., a Delaware
corporation located at 901 Yamato Road, Suite 110, Boca Raton,
Florida 33431, and Linda K. Duval (the “Executive”), an
individual residing at 6264 N. W. 102 nd Way, Parkland,
Florida 33076.
Recitals
A.
The Company, Holdings and the Executive are parties to an Amended
and Restated Employment Agreement (the “Employment
Agreement”) dated August 20, 2001, as amended October 26,
2001.
B.
The Company, Holdings and the Executive desire to terminate the
Employment Agreement subject to the terms and conditions of this
Agreement.
C.
All terms not otherwise defined in this Agreement shall have the
meanings given them in the Employment Agreement.
Agreement
1.
Termination of Employment Agreement . Effective as of
the date of this Agreement, the Employment Agreement is terminated,
and the Company and Holdings shall have no obligations to the
Executive, and the Executive shall have no obligations to the
Company or Holdings, except as set forth in this Agreement.
The Executive hereby resigns from her position as Executive Vice
President of the Company.
2.
Payment Upon Termination . Upon execution of this
Agreement, the Company shall pay to the Executive through January
4, 2003 (i) all accrued but unpaid Salary, all accrued but unused
vacation for the period preceding the date of this Agreement and
all other accrued compensation and (ii) all unreimbursed expenses
incurred by the Executive.
3.
New Employment Position with Company; Employment Benefits
. Upon execution of this Agreement, the Executive shall
become an “at will” employee of the Company holding the
position of Vice President — Business Development. All
accrued, but unused sick and personal days for the period preceding
the date of this Agreement shall be carried over pursuant to the
policies and procedures of the Company. In addition, the
Company shall provide, at no cost to the Executive, (i)
comprehensive health and major medical insurance coverage for the
Executive and her spouse, domestic partner and minor children and
(ii) a life insurance policy from a nationally recognized insurance
carrier providing a death benefit equal to one year of the
Executive’s base salary and designation by the Executive of
the beneficiary or beneficiaries of the proceeds of such life
insurance policy. The Executive shall be entitled to
participate in stock option plans, bonus compensation plans and
other employee benefit plans offered by the Company to other
employees of like status in the Company as the Executive on the
terms specified in such plans.
4.
Release by Executive . The Executive, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, hereby releases and forever discharges the
Company and Holdings, and their respective predecessors,
subsidiaries, affiliates, officers, employees, shareholders,
directors, insurers, sureties, successors and assigns
(collectively, the “Company Releasees”) from any and
all claims, obligations, actions, causes of action, claims at law
or in equity, suits, liens, encumbrances, contracts, agreements,
promises, liabilities, demands, controversies, damages, losses,
debts, dues, fees, costs or expenses of any nature whatsoever,
whether known or unknown, fixed or contingent, which the Executive
may now have, may have had or may hereafter have against the
Company Releasees by reason of any matter, cause, happening or
thing occurring on or before the date of this Agreement including,
but not limited to, any matter, cause, happening or thing arising
out of or related to the Executive’s involvement, association
or participation in any way with the Company Releasees but
excluding the right of the Executive to enforce her rights under
this Agreement.
The Executive also understands and
agrees that this provision a
