0000950123-11-034790 Sample Contracts

SEVERANCE AGREEMENT
Severance Agreement • April 12th, 2011 • Staffmark Holdings, Inc.

This Severance Agreement (this “Agreement”) is made and entered into this 30rd day of June, 2005 (the “Effective Date”), by and between CBS Personnel Holdings, Inc., a Delaware corporation (“CBS”), and Kathryn S. Bernard (“Executive”). Each of Executive and CBS are sometimes referred to herein as a “Party” and collectively as the “Parties.”

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AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2009 among CBS PERSONNEL HOLDINGS, INC., as Borrower, and COMPASS GROUP DIVERSIFIED HOLDINGS LLC, as Lender
Credit Agreement • April 12th, 2011 • Staffmark Holdings, Inc. • New York

This Amended and Restated Credit Agreement, dated as of March 31, 2009 (as amended, restated or otherwise modified from time to time, this “Agreement”), by and between CBS Personnel Holdings, Inc., a Delaware corporation (“Borrower”), and Compass Group Diversified Holdings LLC, (together with its successors and assigns, “Lender”), as lender.

SEVERANCE AGREEMENT
Severance Agreement • April 12th, 2011 • Staffmark Holdings, Inc. • Ohio

This Severance Agreement (this “Agreement”) is made and entered into this 23rd day of June, 2005 (the “Effective Date”), by and between CBS Personnel Holdings, Inc., a Delaware corporation (“CBS”), and William E. Aglinsky (“Executive”). Each of Executive and CBS are sometimes referred to herein as a “Party” and collectively as the “Parties.”

STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • April 12th, 2011 • Staffmark Holdings, Inc. • Ohio

This Stockholders’ Agreement (“Agreement”) made as of the _______________by and among CBS Personnel Holdings, Inc., a Delaware corporation (the “Company”), Compass Group Diversified Holdings LLC, a Delaware limited liability company (together with its successors and assigns, “Compass”), and __________ (“Stockholder”), an individual owning options to purchase shares of the Company.

SEVERANCE AGREEMENT
Severance Agreement • April 12th, 2011 • Staffmark Holdings, Inc.

This Severance Agreement (this “Agreement”) is made and entered into this 2nd day of October, 2006 (the “Effective Date”), by and between CBS Personnel Holdings, Inc., a Delaware corporation (“CBS”), and Lesa J. Francis (“Executive”). Each of Executive and CBS are sometimes referred to herein as a “Party” and collectively as the “Parties.”

FIRST AMENDMENT TO THE SEVERANCE AGREEMENT
The Severance Agreement • April 12th, 2011 • Staffmark Holdings, Inc.

THIS FIRST AMENDMENT TO THE SEVERANCE AGREEMENT (“Amendment”) is dated as of the ________ day of ___________, 2008, by and between Lesa J. Francis (“Executive”) and CBS Personnel Holdings, Inc. a Delaware corporation (the “Company”).

FIRST AMENDMENT TO THE SEVERANCE AGREEMENT
The Severance Agreement • April 12th, 2011 • Staffmark Holdings, Inc.

THIS FIRST AMENDMENT TO THE SEVERANCE AGREEMENT (“Amendment”) is dated as of the day of , 2008, by and between William E. Aglinsky (“Executive”) and CBS Personnel Holdings, Inc. a Delaware corporation (the “Company”).

CBS PERSONNEL HOLDINGS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • April 12th, 2011 • Staffmark Holdings, Inc. • Delaware

THIS STOCK OPTION AGREEMENT (this “Agreement”), made as of July 29, 2009 (the “Grant Date”) by and between CBS Personnel Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and [______________] (hereinafter called the “Optionee”):

FIRST AMENDMENT TO THE SEVERANCE AGREEMENT
The Severance Agreement • April 12th, 2011 • Staffmark Holdings, Inc.

THIS FIRST AMENDMENT TO THE SEVERANCE AGREEMENT (“Amendment”) is dated as of the 9th day of September, 2008, by and between Suzanne Perry (“Executive”) and CBS Personnel Holdings, Inc. a Delaware corporation (the “Company”).

FIRST AMENDMENT TO THE SEVERANCE AGREEMENT
The Severance Agreement • April 12th, 2011 • Staffmark Holdings, Inc.

THIS FIRST AMENDMENT TO THE SEVERANCE AGREEMENT (“Amendment”) is dated as of the 2nd day of September, 2008, by and between Kathryn S. Bernard (“Executive”) and CBS Personnel Holdings, Inc. a Delaware corporation (the “Company”).

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT OF CBS PERSONNEL HOLDINGS, INC.
Stockholders’ Agreement • April 12th, 2011 • Staffmark Holdings, Inc. • Delaware

THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of February 1, 2008, by and among CBS Personnel Holdings, Inc., a Delaware corporation (the “Company”), Compass Group Diversified Holdings LLC, a Delaware limited liability company (“CODI” and, together with its successors and assigns, the “Majority Stockholder”), Staffing Holding LLC, a Delaware limited liability company (together with its successors and assigns, “Stephens”), Madison Capital Funding LLC, a Delaware limited liability company (together with its successors and assigns, “Madison”), and any Additional Holders (as defined herein) from time to time a party hereto, amends and restates that certain Stockholders’ Agreement dated as of January 21, 2008.

CONSULTING AGREEMENT
Consulting Agreement • April 12th, 2011 • Staffmark Holdings, Inc. • Ohio

This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of March __, 2011 to be effective April 1, 2011 (the “Effective Date”) by and between Staffmark Holdings, Inc., a Delaware corporation (“Company”), and Frederick L. Kohnke, an individual (“Consultant”).

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