Exhibit 10.8
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into by and between Labor
Ready, Inc., a Washington corporation, including its subsidiaries ("Company")
and Xxxxx X. Xxxxxxxx ("Employee").
RECITALS
WHEREAS, Employee is a former officer of the Company;
WHEREAS, Company believes that Employee's experience, knowledge of
corporate affairs, reputation and industry contacts are of great value to the
Company; and
WHEREAS, Company wishes to continue to employ Employee and Employee is
willing to continue to be employed by Company on a part-time basis.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the Company and Employee agree as follows:
1. PRIOR AGREEMENTS. All prior employment agreements between Company and
Employee shall be superseded and replaced in their entirety by this Agreement,
effective as of May 1, 1999. The letter agreement dated January 6, 1999 is
hereby rescinded and declared to be void, just as though the parties had never
entered into the letter agreement. Employee's resignation as an officer of the
Company shall remain in effect. Stock options previously granted to Employee
shall continue to vest during Employee's employment, according to the original
vesting schedule. Upon Employee's death, all unvested stock options shall
immediately vest.
2. EMPLOYMENT. The Company agrees to and hereby does employ Employee, and
Employee agrees to and hereby does continue to be employed by the Company,
subject to the supervision and direction of the Chairman, President and Chief
Executive Officer. Employee's employment shall be for a period commencing May 1,
1999 and ending on April 30, 2002, unless such period is extended by written
agreement of the parties or is sooner terminated pursuant to the provisions of
Paragraphs 5, 8 or 9.
3. DUTIES OF EMPLOYEE. Employee agrees to devote the necessary time,
attention, skill, and efforts to the performance of his duties as Special
Projects Coordinator for the Company or such other duties as may be assigned by
the Company in its discretion. Employee's work shall be subject to the
supervision and direction of Company. Assignments given to Employee shall be
completed by Employee in the time and manner specified by Company. Company and
Employee agree that the employment of Employee shall be on a part-time basis.
4. COMPENSATION.
Employee's salary shall be at the rate of Two Thousand and No/100 Dollars
($2,000.00) per month.
5. FAILURE TO PAY EMPLOYEE. The failure of Company to pay Employee his
salary as provided in Paragraph 4 may, in Employee's sole discretion, be deemed
a breach of this Agreement and, unless such breach is cured within fifteen days
after written notice to Company, this Agreement shall terminate. Employee's
claims against Company arising out of the nonpayment shall survive termination
of this Agreement.
6. REIMBURSEMENT FOR EXPENSES. Company shall reimburse Employee for
reasonable out-of-pocket expenses that Employee shall incur in connection with
his services for Company contemplated by this Agreement, on presentation by
Employee of appropriate vouchers and receipts for such expenses to Company.
7. BENEFITS. Employee shall be entitled to all benefits offered generally
to employees of Company who are working on less than a half-time basis.
8. TERMINATION BY COMPANY. Company may terminate this Agreement under
either of the following circumstances:
(a) This Agreement may be terminated for cause at any time upon thirty
(30) days written notice to Employee. Cause shall exist if Employee is guilty of
dishonesty, gross neglect of duty hereunder, or other act or omission which
impairs Company's ability to conduct its ordinary business in its usual manner.
The notice of termination shall specify with particularity the actions or
inactions constituting such cause. In the event of termination under this
section, Company shall pay Employee all amounts due hereunder which are then
accrued but unpaid within thirty (30) days after Employee's last day of
employment.
(b) In the event that Employee shall, during the term of his
employment hereunder, fail to perform his duties as the result of illness or
other incapacity and such illness or other incapacity shall continue for a
period of more than six months, the Company shall have the right, by written
notice either personally delivered or sent by certified mail, to terminate
Employee's employment hereunder as of a date (not less than 30 days after the
date of the sending of such notice) to be specified in such notice.
9. TERMINATION BY EMPLOYEE. If Company shall cease conducting its business,
take any action looking toward its dissolution or liquidation, make an
assignment for the benefit of its creditors, admit in writing its inability to
pay its debts as they become due, file a voluntary petition or be the subject of
an involuntary petition in bankruptcy, or be the subject of any state or federal
insolvency proceeding of any kind, then Employee may, in his sole discretion, by
written notice to Company, terminate his employment and Company hereby consents
to the release of Employee under such circumstances and agrees that if Company
ceases to operate or to exist as a result of such event, the noncompetition and
other provisions of Paragraph 13 of this Agreement shall terminate. In addition,
Employee shall have the right to terminate this Agreement upon giving three (3)
months written notice to Company.
10. COMMUNICATIONS TO COMPANY. Employee shall communicate and channel to
Company all knowledge, business, and customer contacts and any other matters of
information that could concern or be in any way beneficial to the business of
Company, whether acquired by Employee before or during the term of this
Agreement; provided, however, that nothing under this Agreement shall be
construed as requiring such communications where the information is lawfully
protected from disclosure as a trade secret of a third party.
11. BINDING EFFECT. This Agreement shall be binding on and shall inure to
the benefit of any successor or successors of employer and the personal
representatives of Employee.
12. CONFIDENTIAL INFORMATION.
(a) As the result of his duties, Employee will necessarily have access
to some or all of the confidential information pertaining to Company's business.
It is agreed that "Confidential Information" of Company includes:
(1) The ideas, methods, techniques, formats, specifications,
procedures, designs, systems, processes, data and software products which
are unique to Company;
(2) All customer, marketing, pricing and financial information
pertaining to the business of Company;
(3) All operations, sales and training manuals;
(4) All other information now in existence or later developed
which is similar to the foregoing; and
(5) All information which is marked as confidential or explained
to be confidential or which, by its nature, is confidential.
(b) Employee understands that he will necessarily have access to some
or all of the Confidential Information. Employee recognizes the importance of
protecting the confidentiality and secrecy of the Confidential Information and,
therefore, agrees to use his best efforts to protect the Confidential
Information from unauthorized disclosure to other persons. Employee understands
that protecting the Confidential Information from unauthorized disclosure is
critically important to the success and competitive advantage of Company and
that the unauthorized disclosure of the Confidential Information would greatly
damage Company.
(c) Employee agrees not to disclose any Confidential Information to
others or use any Confidential Information for his own benefit. Employee further
agrees that upon request of the Chairman, President and Chief Executive Officer
of Company, he shall immediately return all Confidential Information, including
any copies of Confidential Information in his possession.
13. COVENANTS AGAINST COMPETITION. It is understood and agreed that the
nature of the methods employed in Company's business is such that Employee will
be placed in a close business and personal relationship with the customers of
Company.
Thus, during the term of this Employment Agreement and for a period of two
(2) years immediately following the termination of Employee's employment, for
any reason whatsoever, so long as Company continues to carry on the same
business, said Employee shall not, for any reason whatsoever, directly or
indirectly, for himself or on behalf of, or in conjunction with, or acting
through, any other person, persons, company, partnership, corporation or
business entity:
(a) Call upon, divert, influence or solicit or attempt to call,
divert, influence or solicit any customer or customers of Company;
(b) Divulge the names and addresses or any information concerning any
customer of Company;
(c) Own, manage, loan money to, invest in, advise, consult with,
operate, control, be employed by, participate in or be connected in any manner
with the ownership, management, operation or control of the same, similar, or
related line of business as that carried on by Company or which competes in any
manner with Company; and
(d) Make any public statement or announcement, or permit anyone else
to make any public statement or announcement that Employee was formerly employed
by or connected with Company.
The time period covered by the covenants contained herein shall not include
any period(s) of violation of any covenant or any period(s) of time required for
litigation to enforce any covenant. If the provisions set forth are determined
to be too broad to be enforceable at law, then the area and/or length of time
shall be reduced to such area and time and that shall be enforceable.
14. ENFORCEMENT OF COVENANTS.
(a) The covenants set forth herein on the part of Employee shall be
construed as an agreement independent of any other provision in this Employment
Agreement and the existence of any claim or cause of action of Employee against
Company, whether predicated on this Employment Agreement or otherwise, shall not
constitute a defense to the enforcement by Company of the covenants contained
herein.
(b) Employee acknowledges that irreparable damage will result to
Company in the event of the breach of any covenant contained herein and Employee
agrees that in the event of any such breach, Company shall be entitled, in
addition to any and all other legal or equitable remedies and damages, to a
temporary and/or permanent injunction to restrain the violation thereof by
Employee and all of the persons acting for or with Employee.
15. LAW TO GOVERN CONTRACT. It is agreed that this Agreement shall be
governed by, construed, and enforced in accordance with the laws of the State of
Washington.
16. ARBITRATION. Company and Employee agree with each other that any claim
of Employee arising out of or relating to this Agreement or the breach of this
Agreement or Employee's employment by Company, including, without limitation,
any claim for compensation due, wrongful termination and any claim alleging
discrimination or harassment in any form shall be resolved by binding
arbitration, except for claims in which injunctive relief is sought and
obtained. The arbitration shall be administered by the American Arbitration
Association under its Employment Arbitration Rules at the American Arbitration
Association Office nearest the place of employment. The award entered by the
arbitrator shall be final and binding in all respects and judgment thereon may
be entered in any Court having jurisdiction.
17. ENTIRE AGREEMENT. This Agreement shall constitute the entire agreement
between the parties and any prior understanding or representation of any kind
preceding the date of this Agreement shall not be binding upon either party
except to the extent incorporated in this Agreement.
18. MODIFICATION OF AGREEMENT. Any modification of this Agreement or
additional obligation assumed by either party in connection with this Agreement
shall be binding only if evidenced in writing signed by each party or an
authorized representative of each party.
19. NO WAIVER. The failure of either party to this Agreement to insist upon
the performance of any of the terms and conditions of this Agreement, or the
waiver of any breach of any of the terms and conditions of this Agreement, shall
not be construed as thereafter waiving any such terms and conditions, but the
same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred.
20. ATTORNEYS' FEES. In the event that any action is filed in relation to
this Agreement, the unsuccessful party in the action shall pay to the successful
party, in addition to all other required sums, a reasonable sum for the
successful party's attorneys' fees.
21. NOTICES. Any notice provided for or concerning this Agreement shall be
in writing and shall be deemed sufficiently given when personally delivered or
when sent by certified or registered, return receipt requested mail if sent to
the respective address of each party as set forth below, or such other address
as each party shall designate by notice.
22. SURVIVAL OF CERTAIN TERMS. The terms and conditions set forth in
Paragraphs 12 through 16 of this Agreement shall survive termination of the
remainder of this Agreement.
IN WITNESS WHEREOF, each party to this Agreement has caused it to be
executed on the date indicated below.
EMPLOYEE: COMPANY:
Xxxxx X. Xxxxxxxx Labor Ready, Inc., a Washington corporation
By: /S/ XXXXX X. XXXXXXXX By: /S/ XXXXX XXXXXXX
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Xxxxx X. Xxxxxxxx Xxxxx Xxxxxxx, Chairman, President
and Chief Executive Officer
Date: 2/10/99 Date: 2/10/99
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