FORM OF TERMINATION OF MANAGEMENT SERVICES AGREEMENT
Exhibit 10.12
This Termination of Management Services Agreement (this “Agreement”) is dated as of ,
2011. Reference is made herein to that certain Management Services Agreement dated as of October
13, 2000, by and between Compass Group Management LLC, a Delaware limited liability company
(“CGM”), and Staffmark Holdings, Inc., a Delaware corporation (formerly known as CBS Personnel
Holdings, Inc.) (the “Company”), as amended by an Amendment of Management Services Agreement dated
as of May 16, 2006, an Amendment of Management Services Agreement dated as of January 21, 2008, a
Third Amendment of Management Services Agreement dated as of October 1, 2009 and a Fourth Amendment
of Management Services Agreement dated April 1, 2010 (the “Management Services Agreement”). CGM
and the Company hereby acknowledge and agree that effective as of the date hereof, and without the
necessity for further act or evidence, the Management Services Agreement is fully and finally
terminated in all respects, and all of the respective obligations and rights of each of the parties
thereto shall be of no further force and effect other than final payment in full by the Company of
all fees and expenses owing or otherwise payable to CGM under the Management Services Agreement
through the date hereof (the “Final Payment”).
Upon receipt of the Final Payment, CGM hereby releases and forever discharges the Company and
its respective successors and assigns, and the Company hereby releases and forever discharges CGM
and its successors and assigns, of and from all manner of actions, causes, causes of action, suits,
debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands,
whatsoever in law or equity, that any such party or such party’s affiliates now has against any
other such party, or that any such party or such party’s affiliates hereafter shall or may have
against any other such party, for, upon, or by reason of any matter, cause or things whatsoever,
arising or occurring on or at any time prior to the date hereof, arising out of or relating to the
Management Services Agreement.
The Company and CGM agree to cooperate with each other in the drafting and execution of such
additional documents as are reasonably requested or required to implement the terms and spirit of
this Agreement.
[Signature page immediately follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
| COMPASS GROUP MANAGEMENT LLC | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| STAFFMARK HOLDINGS, INC. | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to Termination of Management Services Agreement
