EXHIBIT 99.1
WRITTEN COMPENSATION AGREEMENT BETWEEN REGISTRANT AND XXXX X. XXXXXXXXX
DATED AS OF NOVEMBER 1, 1996
COMPENSATION AGREEMENT
Agreement dated as of the lst day of November, 1996 by and between Xxxx
X. Xxxxxxxxx ("Director") and Western Staff Services, Inc., a Delaware
corporation ("Company")
W I T N E S S E T H
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WHEREAS, The Director is a non-employee member of the Company's Board of
Directors (the "Board").
WHEREAS, as an incentive for the Director to continue to serve on the
Board and as compensation for such Services, Company has previously granted
Director an option to purchase 1,500 shares of the Company's Common Stock
(the "Option") upon the terms and conditions set forth in the option
agreement dated November 1, 1996 (the "Option Agreement") and attached hereto
as Exhibit A.
WHEREAS, Company and Director now wish to memorialize, in writing,
certain agreements and understandings existing between them at the time the
Option Agreement was executed.
NOW, THEREFORE, in consideration of the above premises, the parties
hereto agree as follows:
1. Company and Director acknowledge and agree that the Option was
granted as compensation for services and not for any capital-raising purposes
or in connection with any capital-raising activities.
2. The Option is not assignable or transferable except in connection
with the Director's death.
3. This agreement is intended solely to memorialize the agreement and
understanding existing between Director and Company at the time the Option
was granted and the Option Agreement was executed. Nothing herein or in the
Option Agreement is intended to impair the right of the Company and its
shareholders to remove the Director from the Board at any time in accordance
with applicable law.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.
DIRECTOR: WESTERN STAFF SERVICES, INC.
/s/ Xxxx X. Xxxxxxxxx By: /s/ W. Xxxxxx Xxxxxx
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Xxxx X. Xxxxxxxxx W. Xxxxxx Xxxxxx, Chairman of the
Board and Chief Executive Officer
EXHIBIT A
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT