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Exhibit 10.8
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement is made and entered into by and
between Labor Ready, Inc., a Washington corporation, including its
subsidiaries ("Company") and Xxxxx X. Xxxxxxxx ("Executive").
RECITALS
WHEREAS, Executive is a valued employee and key executive of the Company
and the parties wish to provide for his continued employment and future
services upon the terms and conditions set forth in this Agreement; and
WHEREAS, it is the consensus of the Board of Directors that Executive's
services have been of exceptional merit and an invaluable contribution to the
profits and position of the Company. The board further believes that
Executive's experience, knowledge of corporate affairs, reputation and
industry contacts are of such value and his continued services essential to
Company's future growth and profits and that it would suffer great financial
loss should Executive terminate his services; and
WHEREAS, the Board of Directors has elected Executive to the offfices of
Executive Vice President and Chief Operating Officer of the Company.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the Company and Executive agree as follows:
1. Employment. The Company agrees to and hereby does continue Executive
in its employment, and Executive agrees to and hereby does continue in the
employment of the Company, subject to the supervision and direction of the
Chairman, President and Chief Executive Offficer and of the Board of
Directors. Executive's employment shall be for a period commencing on
September 13, 1996 and ending on September 12, 2000, unless such period is
extended by written agreement of the parties or is sooner terminated pursuant
to the provisions of Paragraphs 4, 12 or 13.
2. Duties of Executive. Executive agrees to continue to devote the
necessary time, attention, skill, and efforts to the performance of his
duties as Executive Vice President and Chief Operating Officer of the Company
or such other duties as may be assigned by the Chairman, President and Chief
Executive Offficer or the Board of Directors in their discretion.
3. Compensation.
(a) Executive's initial salary shall be at the rate of Twenty
Thousand and No/100 Dollars ($20,000.00) per month, payable semi-monthly,
from September 13, 1996 until changed by the Board of Directors as provided
herein.
(b) Company, acting through its Board of Directors, may (but shall
not be required to) increase, but may not decrease, Executive's compensation
and award to Executive such bonuses as the board may see fit, in its sole and
unrestricted discretion, commensurate with Executive's performance and the
overall performance of the Company.
4. Failure to Pay Executive. The failure of Company to pay Executive his
salary as provided in Paragraph 3 may, in Executive'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.
Executive's claims against Company arising out of the nonpayment shall
survive termination of this Agreement.
5. Options to Purchase Common Stock. Executive is granted an option
vesting in annual increments to purchase 150,000 shares of the Company's
common stock.
6. Reimbursement for Expenses. Company shall reimburse Executive for
reasonable out-of-pocket expenses that Executive shall incur in connection
with his services for Company contemplated by this Agreement, on presentation
by Executive of appropriate vouchers and receipts for such expenses to
Company. At times it may be in the best interests of the Company for
Executive's spouse to accompany him on such business travel. On such
occasions Company shall reimburse Executive for reasonable out-of-pocket
expenses incurred for his spouse. Such occasions shall be determined by
guidelines established by the Chairman, President and Chief Executive
Officer, or in the absence of such guidelines, by Executive's sound
discretion.
7. Vacation. Executive shall be entitled each year during the term of
this Agreement to a vacation of twenty-one (21) days, no two of which need be
consecutive, during which time his compensation shall be paid in full. The
length of annual vacation time shall increase by one day for every year of
service to the Company after 1996 to a maximum of 35 days per year.
8. Change in Ownership or Control. In the event of a change in the
ownership of Company, effective control of Company, or the ownership of a
substantial portion of Company's assets, all unvested stock options shall
immediately vest.
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9. Liability Insurance. The Company shall procure and maintain
throughout the term of this Agreement a policy or policies of liability
insurance for the protection and benefit of directors and offficers of the
Company. Such insurance shall have a combined limit of not less than
$2,000,000.00 and may have a deductible of not more than $100,000.00.
10. Other genefits. Executive shall be entitled to all benefits offered
generally to employees of Company. Nothing in this Agreement shall be
construed as limiting or restricting any benefit to Executive under any
pension, profit-sharing or similar retirement plan, or under any group life
or group health or accident or other plan of the Company, for the benefit of
its employees generally or a group of them, now or hereafter in existence.
11. Termination. 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 Executive. Cause shall exist if Executive
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 Executive all amounts due hereunder
which are then accrued but unpaid within thirty (30) days after Executive's
last day of employment.
(b) In the event that Executive 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
Executive'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.
12. Termination by Executive. 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 Executive may,
in his sole discretion, by written notice to Company, terminate his
employment and Company hereby consents to the release of Executive 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 17
of this Agreement shall terminate.
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13. Communications to Company. Executive 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 Executive 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.
14. 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 Executive.
15. Confidential Information.
(a) As the result of his duties, Executive 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) Executive understands that he will necessarily have access to
some or all of the Confidential Information. Executive 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.
Executive 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.
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(c) Executive agrees not to disclose any Confidential Information to
others or use any Confidential Information for his own benefit. Executive
further agrees that upon request of the Chairman, President and Chief
Executive Offficer of Company, he shall immediately return all Confidential
Information, including any copies of Confidential Information in his
possession.
16. Covenants Against Competition. It is understood and agreed that the
nature of the methods employed in Company's business is such that Executive
will be placed in a close business and personal relationship with the
customers of Company. Thus, during the term of this Executive Employment
Agreement and for a period of two (2) years immediately following the
termination of Executive's employment, for any reason whatsoever, so long as
Company continues to carry on the same business, said Executive shall not,
for any reason whatsoever, directly or indirectly, for him or on behalf of,
or in conjunction with, 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, 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 within a radius of twenty-five (25) miles from any then existing
or proposed offfice of Company; and
(d) Make any public statement or announcement, or permit anyone else
to make any public statement or announcement that Executive 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.
17. Enforcement of Covenants.
(a) The covenants set forth herein on the part of Executive shall be
construed as an agreement independent of any other provision in this
Executive Employment Agreement and the existence of any claim or cause of
action of Executive against Company, whether predicated on this Executive
Employment Agreement or
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otherwise, shall not constitute a defense to the enforcement by Company of
the covenants contained herein.
(b) Executive acknowledges that irreparable damage will result to
Company in the event of the breach of any covenant contained herein and
Executive 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 Executive and all of the persons acting for or with Executive.
18. 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.
19. Arbitration. Company and Executive agree with each other that any
claim of Executive arising out of or relating to this Agreement or the breach
of this Agreement or Executive'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 Commercial 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.
20. 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.
21. Modification of Agreement. Any mod)fication 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.
22. 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.
23. 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
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addition to all other required sums, a reasonable sum for the successful
party's attorneys' fees.
24. 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.
25. Survival of Certain Term~. The terms and conditions set forth in
Paragraphs 16, 17 and 18 of this Agreement shall survive termination of the
remainder of this Agreement.
26. Approval of Board of Directors. This Agreement is subject in its
entirety to and contingent upon approval by the Company's Board of Directors.
If this Agreement is not approved by the Board of Directors, this Agreement
and all of the rights, duties and obligations set forth herein shall
terminate.
IN WITNESS WHEREOF, each party to this Agreement has caused it to be
executed on the date indicated below.
EXECUTIVE: COMPANY:
XXXXX X. XXXXXXXX LABOR READY, INC., a Washington
corporation
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxxx Xxxxx Xxxxxxx, Chairman,President
and Chief Executive Officer
0000 Xxxxx 00xx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Date: March 19, 1997 Date: March 19, 1997
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