Joinder Agreement - SPHERION CORP - 3-16-2000 by SFN-Agreements

VIEWS: 9 PAGES: 32

									JOINDER AGREEMENT THIS JOINDER AGREEMENT is executed and delivered by (i) Norrell Corporation, a Delaware corporation, (ii) American Technical Resources, Inc., a Virginia corporation, (iii) CallTask Incorporated, a Georgia corporation, (iv) Comtex Information Systems, Inc., a Delaware corporation, (v) Dynamic Temporary Services, Inc., a Georgia corporation, (vi) NorCross Teleservices, Inc., a Delaware corporation, (vii) Norrell Information Services, Inc., a Georgia corporation, (viii) Norrell Resources Corporation, a Delaware corporation, (ix) Norrell Services of Texas, Inc., a Georgia corporation, (x) Norrell Services, Inc., a Georgia corporation, (xi) Norrell Temporary Services Inc., a Georgia corporation, (xii) Tascor Incorporated, a Georgia corporation, (xiii) Tascor Resources Corporation, a Georgia corporation, (xiv) Interim Atlantic Enterprises LLC, a Delaware limited liability company, and (xv) Interim Pacific Enterprises LLC, a Delaware limited liability company (each, a "NEW SELLER") in favor of Interim Services Receivables Corp., a Delaware corporation, as purchaser (the "BUYER"), with respect to that certain Receivables Sale Agreement dated as of July 1, 1999 by and between Interim Services Inc. and certain of its wholly-owned subsidiaries from time to time party thereto as "Sellers" and the Buyer (as amended, supplemented, joined, restated and/or otherwise modified from time to time, the "SALE AGREEMENT"). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Sale Agreement. Subject to receipt of counterparts hereof signed by each of the Agents and the Buyer, by its signature below, each New Seller hereby absolutely and unconditionally agrees to become a party to the Sale Agreement as a Seller thereunder and to be bound by the provisions thereof, including, without limitation, the provisions of Section 8.12. Attached hereto are amended and restated versions of Exhibit C and Schedule 2.1(o) to the Sale Agreement. After giving effect to the amendments and restatements embodied therein, each of the representations and warranties contained in Article II of the Sale Agreement will be true and correct as to each New Seller. The "RESPONSIBLE OFFICERS" of each New Seller will be any of Raymond Marcy, Roy G. Krause, Shannon C. Allen, Lisa G. Iglesias, and Bruce T. Petersen in their capacities as officers of the New Sellers, regardless of the titles they may hold, acting singly. Delivered herewith are each of the documents, certificates and opinions required to be delivered by each New Seller pursuant to Article V of the Sale Agreement. The provisions of Article VIII of the Sale Agreement are incorporated in this Joinder Agreement by this reference with the same force and effect as if set forth in full herein except that references in such Article VIII to "this Agreement" shall be deemed to refer to "this Joinder Agreement and to the Sale Agreement is modified by this Joinder Agreement." Please acknowledge your consent to each New Seller's joinder in the Sale Agreement by signing the enclosed copy hereof in the appropriate space provided below and faxing a copy of such counterpart to (a) the Collateral Agent, at fax no. (404) 332-5152, Attention: Elizabeth R. Wagner, and (b) to each New Seller at the fax no. set forth below its signature hereto.

IN WITNESS WHEREOF, each New Seller has executed this Joinder Agreement as of the 19th day of October, 1999. NORRELL CORPORATION, AMERICAN TECHNICAL RESOURCES, INC., CALLTASK INCORPORATED, COMTEX INFORMATION SYSTEMS, INC., DYNAMIC TEMPORARY SERVICES, INC., NORCROSS TELESERVICES, INC.,

IN WITNESS WHEREOF, each New Seller has executed this Joinder Agreement as of the 19th day of October, 1999. NORRELL CORPORATION, AMERICAN TECHNICAL RESOURCES, INC., CALLTASK INCORPORATED, COMTEX INFORMATION SYSTEMS, INC., DYNAMIC TEMPORARY SERVICES, INC., NORCROSS TELESERVICES, INC., NORRELL INFORMATION SERVICES, INC., NORRELL RESOURCES CORPORATION, NORRELL SERVICES OF TEXAS, NORRELL SERVICES, INC., NORRELL TEMPORARY SERVICES INC., TASCOR INCORPORATED, TASCOR RESOURCES CORPORATION, INTERIM ATLANTIC ENTERPRISES LLC and INTERIM PACIFIC ENTERPRISES LLC
By: /s/ James W. Williamson --------------------------------James W. Williamson Vice President - Risk Management

ADDRESS FOR NOTICES: c/o Interim Services Inc. 2050 Spectrum Boulevard Ft. Lauderdale, FL 33309 Attention: Lisa G. Iglesias Phone: (954 ) 351-8370 Fax: (954 ) 938-7780 2

EACH OF THE UNDERSIGNED HEREBY CONSENTS TO NEW SELLER'S JOINDER IN THE SALE AGREEMENT: WACHOVIA BANK, N.A., as Collateral Agent and as a Co-Agent
By: /s/ Kevin McConnell -----------------------------Title: Senior Vice President

BANK ONE, NA [MAIN OFFICE CHICAGO] (F/K/A THE FIRST NATIONAL BANK OF CHICAGO), as a Co-Agent
By: /s/ Julie C. Benda -----------------------------Title: Vice President

Interim Services Receivables Corp., as Buyer

EACH OF THE UNDERSIGNED HEREBY CONSENTS TO NEW SELLER'S JOINDER IN THE SALE AGREEMENT: WACHOVIA BANK, N.A., as Collateral Agent and as a Co-Agent
By: /s/ Kevin McConnell -----------------------------Title: Senior Vice President

BANK ONE, NA [MAIN OFFICE CHICAGO] (F/K/A THE FIRST NATIONAL BANK OF CHICAGO), as a Co-Agent
By: /s/ Julie C. Benda -----------------------------Title: Vice President

Interim Services Receivables Corp., as Buyer
By: /s/ James W. Williamson -----------------------------------------Title: Vice President (Risk Management)

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EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of November 18, 1998, is by and between INTERIM SERVICES INC., a Delaware corporation (hereinafter referred to as the "Company"), and ROBERT W. MORGAN (hereinafter the "Executive"). RECITALS A. The Executive currently serves as the Company's Vice President, Human Resources, and his services and knowledge are valuable to the Company in connection with the management of its business. B. The Company desires to continue to employ the Executive and to enter into a new agreement embodying the terms of such employment. C. The Executive desires to continue the Executive's employment and to enter into a new agreement embodying the terms of such employment. AGREEMENTS NOW, THEREFORE, to induce the Executive to remain in the employ of the Company and its subsidiaries, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows: 1. EMPLOYMENT. During the Term of Employment (as defined in Section 2 hereof), the Executive shall serve as Vice President, Human Resources. The Executive shall perform and assume all duties and responsibilities customary to such position and shall devote all of his business time and energies thereto. In carrying out such duties and responsibilities, the Executive shall report to, and be subject to the direction of, the Chief Executive Officer and

EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of November 18, 1998, is by and between INTERIM SERVICES INC., a Delaware corporation (hereinafter referred to as the "Company"), and ROBERT W. MORGAN (hereinafter the "Executive"). RECITALS A. The Executive currently serves as the Company's Vice President, Human Resources, and his services and knowledge are valuable to the Company in connection with the management of its business. B. The Company desires to continue to employ the Executive and to enter into a new agreement embodying the terms of such employment. C. The Executive desires to continue the Executive's employment and to enter into a new agreement embodying the terms of such employment. AGREEMENTS NOW, THEREFORE, to induce the Executive to remain in the employ of the Company and its subsidiaries, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows: 1. EMPLOYMENT. During the Term of Employment (as defined in Section 2 hereof), the Executive shall serve as Vice President, Human Resources. The Executive shall perform and assume all duties and responsibilities customary to such position and shall devote all of his business time and energies thereto. In carrying out such duties and responsibilities, the Executive shall report to, and be subject to the direction of, the Chief Executive Officer and the Board of Directors of the Company (the "Board"). 2. TERM. The Term of Employment under this Agreement shall commence as of the date of this Agreement and shall continue at the will of the Company and the Executive (the "Term of Employment"). Either party may terminate the Executive's employment at any time and for any reason. 3. BASE SALARY. The Company shall pay the Executive, in accordance with the Company's regular payroll practices applicable to salaried employees, an annualized base salary at the rate in effect on the date of this Agreement, as the same may from time to time be increased or decreased at 1

the sole discretion of the Compensation Committee of the Board (the "Compensation Committee"). 4. INCENTIVE AWARDS. a) The Executive shall participate in the Company's annual incentive plan for senior-level executives as in effect from time to time, subject to the performance standards set by the Compensation Committee. Payment of any annual incentive award shall be made at the same time that such awards are paid to other senior-level executives of the Company. The Executive's annual incentive award target shall be set by the Compensation Committee. b) The Executive shall be eligible to receive grants under the Company's long-term incentive plan as in effect from time to time; provided, however, that the size, type and other terms and conditions of any such grant to the Executive shall be determined by the Compensation Committee.

the sole discretion of the Compensation Committee of the Board (the "Compensation Committee"). 4. INCENTIVE AWARDS. a) The Executive shall participate in the Company's annual incentive plan for senior-level executives as in effect from time to time, subject to the performance standards set by the Compensation Committee. Payment of any annual incentive award shall be made at the same time that such awards are paid to other senior-level executives of the Company. The Executive's annual incentive award target shall be set by the Compensation Committee. b) The Executive shall be eligible to receive grants under the Company's long-term incentive plan as in effect from time to time; provided, however, that the size, type and other terms and conditions of any such grant to the Executive shall be determined by the Compensation Committee. 5. BENEFITS, FRINGES AND PERQUISITES. The Executive shall be entitled to participate in all employee pension and welfare benefit, fringe benefit and perquisite plans and programs made available to the Company's senior-level executives as in effect from time to time. 6. VACATION. The Executive shall be entitled to vacation in accordance with the Company's vacation policy applicable to its senior-level executives. Vacations shall be arranged in order that they not materially interfere with the normal functioning of the Company's business activities or the performance of the Executive's duties hereunder. 7. BUSINESS EXPENSES. The Company shall reimburse the Executive for any ordinary, necessary and reasonable business expenses that the Executive incurs in connection with the performance of his duties under this Agreement, in accordance with the Company's policy regarding the reimbursement of business expenses. 8. TERMINATION OF EMPLOYMENT. a) DEATH OR DISABILITY. The Executive's employment shall terminate upon the Executive's Death, and Company may terminate the Executive's employment due to Disability (as defined herein). If, during the Term of Employment, the Executive's employment is terminated due to Death or Disability, the Executive (or Executive's estate or legal representative, as the case may be) shall be entitled to receive: i) Executive's base salary through the date of such termination of employment at the rate in effect at the time thereof; 2

ii) an amount, payable at the same time that annual incentive awards for the year in which the Executive's employment so terminates are paid to senior-level executives of the Company, equal to the product of the Executive's annual incentive award target for such year and a fraction, the numerator of which is the number of days in such year through the date of such termination of employment, and the denominator of which is 365; provided, however, that no such amount shall be paid to the Executive (or to Executive's estate or legal representative, as the case may be) if annual incentive awards for such year are not paid to senior-level executives of the Company generally; iii) reimbursement for expenses incurred by the Executive in accordance with the Company's policy but not reimbursed prior to the date of such termination of employment; iv) any vested deferred base salary and annual incentive awards (including, without limitation, interest or other credits on such deferred amounts); and

ii) an amount, payable at the same time that annual incentive awards for the year in which the Executive's employment so terminates are paid to senior-level executives of the Company, equal to the product of the Executive's annual incentive award target for such year and a fraction, the numerator of which is the number of days in such year through the date of such termination of employment, and the denominator of which is 365; provided, however, that no such amount shall be paid to the Executive (or to Executive's estate or legal representative, as the case may be) if annual incentive awards for such year are not paid to senior-level executives of the Company generally; iii) reimbursement for expenses incurred by the Executive in accordance with the Company's policy but not reimbursed prior to the date of such termination of employment; iv) any vested deferred base salary and annual incentive awards (including, without limitation, interest or other credits on such deferred amounts); and v) any other compensation or benefits that may be owed or provided to the Executive in accordance with the terms and conditions of any applicable plans and programs of the Company. For purposes of this Agreement, "Disability" shall mean the Executive's inability, by reason of illness or other physical or mental disability, to perform the principal duties required by the position held by the Executive at the inception of such illness or disability, for any consecutive 180-day period. A determination of Disability shall be subject to the certification of a qualified medical doctor agreed to by the Company and the Executive or, in the Executive's incapacity to designate a doctor, the Executive's legal representative. If the Company and the Executive cannot agree on the designation of a doctor, then each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor, and the third doctor shall make the determination as to Disability. b) FOR CAUSE. The Company may terminate the Executive's employment for Cause (as defined herein) if the Board determines that Cause exists and serves written notice of such termination to the Executive. If, during the Term of Employment, the Company terminates the Executive's employment for Cause, all of the Executive's annual incentive awards, long-term incentive awards, stock options and other stock or long-term incentive grants which are not then vested or not then exercisable shall be canceled as of the date of the Board's written notice of termination, and the Executive shall be entitled to receive: i) Executive's base salary through the date of such termination of employment at the rate in effect at the time thereof; ii) reimbursement for expenses incurred by the Executive in accordance with the Company's policy but not reimbursed prior to the date of such termination of employment; iii) any vested deferred base salary and vested annual incentive awards (including, without limitation, interest or other credits on such deferred amounts but not 3

including unvested bonuses or amounts payable for the year in which the Board's written notice of termination for Cause is made, or unvested bonuses or amounts payable after the Board's written notice of termination for Cause is made); and iv) any other compensation or benefits that may be owed or provided to the Executive in accordance with the terms and conditions of any applicable plans and programs of the Company. The Executive shall be entitled to receive no other compensation or benefits, whether pursuant to this Agreement or otherwise, except as and to the extent required by law. For purposes of this Agreement, "Cause" shall mean one or more of the following: (I) the material violation of any of the terms and conditions of this Agreement or any written agreements the Executive may from time to time have with the Company (after 30 days following written notice from the Board

including unvested bonuses or amounts payable for the year in which the Board's written notice of termination for Cause is made, or unvested bonuses or amounts payable after the Board's written notice of termination for Cause is made); and iv) any other compensation or benefits that may be owed or provided to the Executive in accordance with the terms and conditions of any applicable plans and programs of the Company. The Executive shall be entitled to receive no other compensation or benefits, whether pursuant to this Agreement or otherwise, except as and to the extent required by law. For purposes of this Agreement, "Cause" shall mean one or more of the following: (I) the material violation of any of the terms and conditions of this Agreement or any written agreements the Executive may from time to time have with the Company (after 30 days following written notice from the Board specifying such material violation and Executive's failure to cure or remedy such material violation within such 30day period); (II) inattention to or failure to perform Executive's assigned duties and responsibilities competently for any reason other than due to Disability (after 30 days following written notice from the Board specifying such inattention or failure, and Executive's failure to cure or remedy such inattention or failure within such 30-day period); (III) engaging in activities or conduct injurious to the reputation of the Company or its affiliates including, without limitation, engaging in immoral acts which become public information or repeatedly conveying to one person, or conveying to an assembled public group, negative information concerning the Company or its affiliates; (IV) commission of an act of dishonesty, including, but not limited to, misappropriation of funds or any property of the Company; (V) commission by the Executive of an act which constitutes a misdemeanor (involving an act of moral turpitude) or a felony; (VI) the material violation of any of the Policies referred to in Section 9 hereof (after 30 days following written notice from the Board specifying such failure, and the Executive's failure to cure or remedy such inattention or failure within such 30-day period); (VII) refusal to perform the Executive's assigned duties and responsibilities or other insubordination (after 30 days following written notice from the Board specifying such refusal or insubordination, and the Executive's failure to cure or remedy such refusal or insubordination within such 30-day period); or 4

(VIII) unsatisfactory performance of duties by the Executive as a result of alcohol or drug use by the Executive. c) WITHOUT CAUSE. The Company may terminate the Executive's employment without Cause. If, during the Term of Employment, the Company terminates the Executive's employment without Cause, other than due to Disability, then in lieu of any amount otherwise payable under this Agreement, or as damages for termination of Executive's employment without Cause, the Executive shall be entitled to receive: i) Within thirty (30) days of the date of the Board's written notice of termination without Cause, a lump sum cash severance payment (reduced by any applicable payroll or other taxes required to be withheld) equal to the sum of the Executive's annual salary for the current year plus his target bonus for the current year (provided that if the notice of termination is given prior to the determination of the Executive's salary or target bonus for the year in which the notice of termination is given, then the amounts shall be the annual salary for the prior year and the greater of the target bonus for the prior year or the actual bonus earned by the Executive for the prior year). The current year shall be (A) for purposes of determining annual salary, the year then generally used by the Company for setting salaries for senior-level executives (currently April 1 through the following March 31), and (B) for purposes of

(VIII) unsatisfactory performance of duties by the Executive as a result of alcohol or drug use by the Executive. c) WITHOUT CAUSE. The Company may terminate the Executive's employment without Cause. If, during the Term of Employment, the Company terminates the Executive's employment without Cause, other than due to Disability, then in lieu of any amount otherwise payable under this Agreement, or as damages for termination of Executive's employment without Cause, the Executive shall be entitled to receive: i) Within thirty (30) days of the date of the Board's written notice of termination without Cause, a lump sum cash severance payment (reduced by any applicable payroll or other taxes required to be withheld) equal to the sum of the Executive's annual salary for the current year plus his target bonus for the current year (provided that if the notice of termination is given prior to the determination of the Executive's salary or target bonus for the year in which the notice of termination is given, then the amounts shall be the annual salary for the prior year and the greater of the target bonus for the prior year or the actual bonus earned by the Executive for the prior year). The current year shall be (A) for purposes of determining annual salary, the year then generally used by the Company for setting salaries for senior-level executives (currently April 1 through the following March 31), and (B) for purposes of determining target bonus, the fiscal year then generally used by the Company for setting target bonuses for seniorlevel executives, in which the Board gives the Executive written notice of termination, and the prior year shall be the twelve-month period immediately preceding the current year. ii) Reimbursement for expenses incurred by the Executive in accordance with the Company's policy but not reimbursed prior to the date of such termination of employment. iii) Any vested deferred base salary and annual incentive awards (including, without limitation, interest or other credits on such deferred amounts). iv) Any other compensation or benefits that may be owed or provided to the Executive in accordance with the terms and conditions of any applicable plans and programs of the Company. If the Company terminates Executive's employment without Cause, any vesting or service requirements with respect to any employee stock options granted to the Executive and then outstanding shall be deemed satisfied. d) VOLUNTARY TERMINATION. If, during the Term of Employment, the Executive terminates his employment other than due to Retirement, the Executive shall be entitled to receive: i) Executive's base salary through the date of such termination of employment at the rate in effect at the time thereof; 5

ii) reimbursement for expenses incurred by the Executive in accordance with the Company's policy but not reimbursed prior to the date of such termination of employment; iii) any vested deferred base salary and annual incentive awards (including, without limitation, interest or other credits on such deferred amounts); and iv) no other compensation or benefits except as and to the extent required by law. e) INELIGIBILITY FOR SEVERANCE PLAN PAYMENTS. Anything in this Agreement to the contrary notwithstanding, Executive shall not be entitled to any payment under any of the Company's severance plans, programs or arrangements. 9. COMPANY POLICIES. The Executive shall strictly follow and adhere to all written policies of the Company which are not inconsistent with this Agreement or applicable law including, without limitation, securities laws compliance (including, without limitation, use or disclosure of material nonpublic information, restrictions on sales of Company stock, and

ii) reimbursement for expenses incurred by the Executive in accordance with the Company's policy but not reimbursed prior to the date of such termination of employment; iii) any vested deferred base salary and annual incentive awards (including, without limitation, interest or other credits on such deferred amounts); and iv) no other compensation or benefits except as and to the extent required by law. e) INELIGIBILITY FOR SEVERANCE PLAN PAYMENTS. Anything in this Agreement to the contrary notwithstanding, Executive shall not be entitled to any payment under any of the Company's severance plans, programs or arrangements. 9. COMPANY POLICIES. The Executive shall strictly follow and adhere to all written policies of the Company which are not inconsistent with this Agreement or applicable law including, without limitation, securities laws compliance (including, without limitation, use or disclosure of material nonpublic information, restrictions on sales of Company stock, and reporting requirements), conflicts of interest (including, without limitation, doing business with the Company or its affiliates without the prior approval of the Board), and employee harassment. 10. CONFIDENTIALITY. The Executive will not at any time (whether during or after Executive's employment with the Company) disclose or use for Executive's own benefit or purposes, or for the benefit or purpose of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, any trade secrets, information, data, or other confidential information relating to customers, employees, job applicants, services, development programs, prices, costs, marketing, trading, investment, sales activities, promotion, processes, systems, credit and financial data, financing methods, plans, proprietary computer software, request for proposal documents, or the business and affairs of the Company generally, or of any affiliate of the Company; provided, however, that the foregoing shall not apply to information which is generally known to the industry or the public other than as a result of the Executive's breach of this covenant. The Executive agrees that upon termination of his employment with the Company for any reason, he will return to the Company immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom (whether in written, printed or electronic form), in any way relating to the business of the Company and its affiliates. The Executive acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of this Section would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be 6

entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. 11. COVENANT NOT TO COMPETE. a) IN GENERAL. The Executive agrees that during Executive's employment with the Company and for a period of one (1) year after the termination of such employment for whatever reason (the "Non-Compete Period"), he shall not, anywhere in the world: i) engage in any business, whether as an employee, consultant, partner, principal, agent, representative or stockholder (other than as a stockholder of less than a one percent (1%) equity interest) or in any other corporate or representative capacity with any other business, whether in corporate, proprietorship, or partnership form or otherwise, where such business is engaged in any activity which competes with the business of the Company or its affiliates as conducted on the date the Executive's employment terminated or during the 180 day

entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. 11. COVENANT NOT TO COMPETE. a) IN GENERAL. The Executive agrees that during Executive's employment with the Company and for a period of one (1) year after the termination of such employment for whatever reason (the "Non-Compete Period"), he shall not, anywhere in the world: i) engage in any business, whether as an employee, consultant, partner, principal, agent, representative or stockholder (other than as a stockholder of less than a one percent (1%) equity interest) or in any other corporate or representative capacity with any other business, whether in corporate, proprietorship, or partnership form or otherwise, where such business is engaged in any activity which competes with the business of the Company or its affiliates as conducted on the date the Executive's employment terminated or during the 180 day period prior thereto, or which will compete with any proposed business activity of the Company in the planning stage on such date or during such period; ii) solicit business from, or perform services for, or induce others to perform services for, any company or other business entity which at any time during the one (1) year period immediately preceding the Executive's termination of employment with the Company was a client of the Company or its affiliates; or iii) offer, or cause to be offered, employment with any business, whether in corporate, proprietorship, or partnership form or otherwise, either on a full-time, part-time or consulting basis, to any person who was employed by the Company or its affiliates or for whom the Company or its affiliates performed outplacement services, in either case at any time during the one (1) year period immediately preceding the date the Executive's termination of employment with the Company. For purposes of this Agreement, affiliates of the Company include subsidiaries 50% or more owned by the Company and the Company's franchisees and licensees. b) CONSIDERATION. The consideration for the foregoing covenant not to compete, the sufficiency of which is hereby acknowledged, is the Company's agreement to employ the Executive and provide compensation and benefits pursuant to this Agreement. c) EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of this Section would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. 7

d) REFORMATION. If the foregoing covenant no to compete would otherwise be determined invalid or unenforceable by a court of competent jurisdiction, such court shall exercise its discretion in reforming the provisions of this Section to the end that the Executive be subject to a covenant not to compete, reasonable under the circumstances, enforceable by the Company. 12. COMPANY POLICIES, PLANS AND PROGRAMS. Whenever any rights under this Agreement depend on the terms of a policy, plan or program established or maintained by the Company, any determination of these rights shall be made on the basis of the policy, plan or program in effect at the time as of which the determination is made. No reference in this Agreement to any policy, plan or program established or maintained by the Company shall preclude the Company from prospectively or retroactively changing or amending or terminating that policy, plan or program or adopting a new policy, plan or program in lieu of the then-existing policy, plan or program.

d) REFORMATION. If the foregoing covenant no to compete would otherwise be determined invalid or unenforceable by a court of competent jurisdiction, such court shall exercise its discretion in reforming the provisions of this Section to the end that the Executive be subject to a covenant not to compete, reasonable under the circumstances, enforceable by the Company. 12. COMPANY POLICIES, PLANS AND PROGRAMS. Whenever any rights under this Agreement depend on the terms of a policy, plan or program established or maintained by the Company, any determination of these rights shall be made on the basis of the policy, plan or program in effect at the time as of which the determination is made. No reference in this Agreement to any policy, plan or program established or maintained by the Company shall preclude the Company from prospectively or retroactively changing or amending or terminating that policy, plan or program or adopting a new policy, plan or program in lieu of the then-existing policy, plan or program. 13. BINDING AGREEMENT; SUCCESSORS. a) This Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. For purposes of this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid. b) This Agreement shall be binding up and shall inure to the benefit of the Executive and the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, beneficiaries, devises and legatees. If the Executive should die while any amounts are payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, beneficiary or other designee or, if there be no such designee, to the Executive's estate. 14. CHANGE IN CONTROL AGREEMENTS. Simultaneously with the execution and delivery of this Agreement, the Company and the Executive have executed and delivered a Change In Control Agreement ("C-I-C Agreement"), which applies under the circumstances and during the period described therein. If circumstances arise which cause both the C-I-C Agreement and this Agreement to apply to the Company and the Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the C-I-C Agreement, the terms of the C-I-C Agreement alone shall apply. However, if the C-I-C Agreement does not apply (as, for example, if there is no Change in Control as described therein, or the C-I-C Agreement has expired, or the C-I-C Agreement simply does not apply), then the provisions of this Agreement shall control and be unaffected by the C-I-C Agreement. 8

15. NOTICES. For the purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered by hand, (ii) on the date of transmission, if delivered by confirmed facsimile, (iii) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (iv) on the third business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: Robert W. Morgan 4840 N.W. 28 Avenue Boca Raton, FL 33434

15. NOTICES. For the purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered by hand, (ii) on the date of transmission, if delivered by confirmed facsimile, (iii) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (iv) on the third business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: Robert W. Morgan 4840 N.W. 28 Avenue Boca Raton, FL 33434 If to the Company: Interim Services Inc. 2050 Spectrum Boulevard Fort Lauderdale, Florida 33309 Attention: General Counsel or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 16. GOVERNING LAW. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Florida, without regard to principles of conflicts of laws. 17. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the C-I-C Agreement contain the entire agreement between the parties concerning the subject matter hereof and supersede all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect to the subject matter hereof. No provisions of this Agreement may be amended, modified, waived or discharged unless such amendment, waiver, modification or discharge is agreed to in writing signed by the Executive and the Company. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. 18. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which will constitute one and the same instrument. 9

19. NON-ASSIGNABILITY. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 13. Without limiting the foregoing, the Executive's right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by his will or trust or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this paragraph the Company shall have no liability to pay any amount so attempted to be assigned or transferred. 20. RESOLUTION OF DISPUTES.

19. NON-ASSIGNABILITY. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 13. Without limiting the foregoing, the Executive's right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by his will or trust or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this paragraph the Company shall have no liability to pay any amount so attempted to be assigned or transferred. 20. RESOLUTION OF DISPUTES. a) The parties shall submit any claim, demand, dispute, charge or cause of action (in any such case, a "Claim") arising out of, in connection with, or relating to this Agreement to binding arbitration in conformance with the J*A*M*S/ENDISPUTE Streamlined Arbitration Rules and Procedures or the J*A*M*S/ENDISPUTE Comprehensive Arbitration Rules and Procedures, as applicable, but expressly excluding Rule 28 of the J*A*M*S/ ENDISPUTE Streamlined Rules and Rule 32 of the J*A*M*S/ENDISPUTE Comprehensive Rules, as the case may be. All arbitration procedures shall be held in Fort Lauderdale, Florida and shall be subject to the choice of law provisions set forth in Section 16 of this Agreement. b) In the event of any dispute arising out of or relating to this Agreement for which any party is seeking injunctive relief, specific performance or other equitable relief, such matter may be resolved by litigation. Accordingly, the parties shall submit such matter to the exclusive jurisdiction of the United States District Court for the Southern District of Florida or, if jurisdiction is not available therein, any other court located in Broward County, Florida, and hereby waive any and all objections to such jurisdiction or venue that they may have. Each party agrees that process may be served upon such party in any manner authorized under the laws of the United States or Florida, and waives any objections that such party may otherwise have to such process. 21. NO SETOFF. The Company shall have no right of setoff or counterclaim in respect of any claim, debt or obligation against any payment provided for in this Agreement. 22. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries or successors and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company or any of its subsidiaries or successors. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its subsidiaries shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement. 10

23. WITHHOLDING. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as are required to be withheld (with respect to amounts payable hereunder or under any benefit plan or arrangement maintained by the Company) pursuant to any applicable law or regulation. 24. INVALIDITY OF PROVISIONS. In the event that any provision of this Agreement is adjudicated to be invalid or unenforceable under applicable law in any jurisdiction, the validity or enforceability of the remaining provisions thereof shall be unaffected as to such jurisdiction and such adjudication shall not affect the validity or enforceability of such provision in any other jurisdiction. To the extent that any provision of this Agreement is adjudicated to be invalid or unenforceable because it is overbroad, that provision shall not be void but rather shall be limited to the extent required by

23. WITHHOLDING. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as are required to be withheld (with respect to amounts payable hereunder or under any benefit plan or arrangement maintained by the Company) pursuant to any applicable law or regulation. 24. INVALIDITY OF PROVISIONS. In the event that any provision of this Agreement is adjudicated to be invalid or unenforceable under applicable law in any jurisdiction, the validity or enforceability of the remaining provisions thereof shall be unaffected as to such jurisdiction and such adjudication shall not affect the validity or enforceability of such provision in any other jurisdiction. To the extent that any provision of this Agreement is adjudicated to be invalid or unenforceable because it is overbroad, that provision shall not be void but rather shall be limited to the extent required by applicable law and enforced as so limited. The parties expressly acknowledge and agree that Sections 11 and 24 are reasonable in view of the parties' respective interests. 25. NON-WAIVER OF RIGHTS. The failure by the Company or the Executive to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement, or any part hereof, or the right of the Company or the Executive thereafter to enforce each and every provision in accordance with the terms of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth. PLEASE NOTE: BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING THAT THE EXECUTIVE (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY QUESTIONS THE EXECUTIVE HAS ABOUT THE AGREEMENT AND HAS RECEIVED SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS THE EXECUTIVE'S RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT. 11

THIS AGREEMENT IN SECTION 18 CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. INTERIM SERVICES INC.
By: /s/ John B. Smith ----------------------------------Senior Vice President & Secretary

EXECUTIVE
By: /s/ Robert W. Morgan ----------------------------------Robert W. Morgan

12

THIS AGREEMENT IN SECTION 18 CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. INTERIM SERVICES INC.
By: /s/ John B. Smith ----------------------------------Senior Vice President & Secretary

EXECUTIVE
By: /s/ Robert W. Morgan ----------------------------------Robert W. Morgan

12

CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated as of the 18th day of November, 1998, is by and between INTERIM SERVICES INC., a Delaware corporation (hereinafter referred to as the "Company"), and ROBERT W. MORGAN (hereinafter the "Executive"). RECITALS A. The Board of Directors of the Company (the "Board") considers it essential to the best interests of the Company and its stockholders that its key management personnel be encouraged to remain with the Company and its subsidiaries and to continue to devote full attention to the Company's business in the event that any third person expresses its intention to complete a possible business combination with the Company, or in taking any other action which could result in a "Change in Control" (as defined herein) of the Company. In this connection, the Board recognizes that the possibility of a Change in Control and the uncertainty and questions which it may raise among management may result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders. The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company's management to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a Change in Control of the Company. B. The Executive currently serves as the Company's Vice President, Human Resources, and his services and knowledge are valuable to the Company in connection with the management of its business. C. The Board believes the Executive has made and is expected to continue to make valuable contributions to the productivity and profitability of the Company and its subsidiaries. Should the Company receive a proposal from a third person concerning a possible business combination or any other action which could result in a Change in Control, in addition to the Executive's regular duties, the Executive may be called upon to assist in the assessment of such proposal, advise management and the Board as to whether such proposal would be in the best interests of the Company and its stockholders, and to take such other actions as the Board might determine to be necessary or appropriate. D. Should the Company receive any proposal from a third person concerning a possible business combination or any other action which could result in a change in control of the Company, the Board believes it imperative that the Company and the Board be able to rely upon the Executive to continue in his position, and that the Company and the Board be able to receive and rely upon his advice, if so requested, as to the best interests of the Company and its stockholders without concern that he might be distracted by the personal uncertainties and risks created by such a proposal, and to encourage Executive's full attention and dedication to the Company.

CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated as of the 18th day of November, 1998, is by and between INTERIM SERVICES INC., a Delaware corporation (hereinafter referred to as the "Company"), and ROBERT W. MORGAN (hereinafter the "Executive"). RECITALS A. The Board of Directors of the Company (the "Board") considers it essential to the best interests of the Company and its stockholders that its key management personnel be encouraged to remain with the Company and its subsidiaries and to continue to devote full attention to the Company's business in the event that any third person expresses its intention to complete a possible business combination with the Company, or in taking any other action which could result in a "Change in Control" (as defined herein) of the Company. In this connection, the Board recognizes that the possibility of a Change in Control and the uncertainty and questions which it may raise among management may result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders. The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company's management to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a Change in Control of the Company. B. The Executive currently serves as the Company's Vice President, Human Resources, and his services and knowledge are valuable to the Company in connection with the management of its business. C. The Board believes the Executive has made and is expected to continue to make valuable contributions to the productivity and profitability of the Company and its subsidiaries. Should the Company receive a proposal from a third person concerning a possible business combination or any other action which could result in a Change in Control, in addition to the Executive's regular duties, the Executive may be called upon to assist in the assessment of such proposal, advise management and the Board as to whether such proposal would be in the best interests of the Company and its stockholders, and to take such other actions as the Board might determine to be necessary or appropriate. D. Should the Company receive any proposal from a third person concerning a possible business combination or any other action which could result in a change in control of the Company, the Board believes it imperative that the Company and the Board be able to rely upon the Executive to continue in his position, and that the Company and the Board be able to receive and rely upon his advice, if so requested, as to the best interests of the Company and its stockholders without concern that he might be distracted by the personal uncertainties and risks created by such a proposal, and to encourage Executive's full attention and dedication to the Company. 1

TERMS AND CONDITIONS NOW, THEREFORE, to assure the Company and its subsidiaries that it will have the continued, undivided attention, dedication and services of the Executive and the availability of the Executive's advice and counsel notwithstanding the possibility, threat or occurrence of a Change in Control of the Company, and to induce the Executive to remain in the employ of the Company and its subsidiaries, and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows. 1. CHANGE IN CONTROL (a) The definition of a "Change in Control" of the Company for purposes of this Agreement shall be as determined, prospectively, from time to time, by the Board, pursuant to the affirmative vote of at least two-thirds of those members of the Board (i) who have served on the Board for at least two years prior to such determination, and (ii) whose election, or nomination for election, during such two-year period was approved by a vote of at least two-thirds of the directors then in office who were directors at the beginning of such two-year period. Written notice of any such determination, or modification of a previous determination, shall be provided

TERMS AND CONDITIONS NOW, THEREFORE, to assure the Company and its subsidiaries that it will have the continued, undivided attention, dedication and services of the Executive and the availability of the Executive's advice and counsel notwithstanding the possibility, threat or occurrence of a Change in Control of the Company, and to induce the Executive to remain in the employ of the Company and its subsidiaries, and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows. 1. CHANGE IN CONTROL (a) The definition of a "Change in Control" of the Company for purposes of this Agreement shall be as determined, prospectively, from time to time, by the Board, pursuant to the affirmative vote of at least two-thirds of those members of the Board (i) who have served on the Board for at least two years prior to such determination, and (ii) whose election, or nomination for election, during such two-year period was approved by a vote of at least two-thirds of the directors then in office who were directors at the beginning of such two-year period. Written notice of any such determination, or modification of a previous determination, shall be provided promptly to the Executive. (b) In the event that at any time during the term of this Agreement the Board has not established a definition of "Change of Control" pursuant to Section 1(a), for purposes of this Agreement, a "Change in Control" of the Company shall be deemed to have occurred upon (i) the acquisition at any time by a "person" or "group" (as that term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (excluding, for this purpose, the Company or any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to such securities, or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities representing 25% or more of the combined voting power in the election of directors of the then-outstanding securities of the Company or any successor of the Company; (ii) the termination of service as directors, for any reason other than death, disability or retirement from the Board, during any period of two consecutive years or less, of individuals who at the beginning of such period constituted a majority of the Board, unless the election of or nomination for election of each new director during such period was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the period; (iii) approval by the stockholders of the Company of liquidation of the Company; (iv) approval by the stockholders of the Company and consummation of any sale or disposition, or series of related sales or dispositions, of 50% or more of the assets or earning power of the Company; or (v) approval by the stockholders of the Company and consummation of any merger or consolidation or statutory share exchange to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation or statutory share exchange shall have beneficial ownership of less than 50% of the combined voting power in the election of 2

directors of the surviving corporation following the effective date of such merger or consolidation or statutory share exchange. (c) Notwithstanding anything herein, no acquisition of beneficial ownership of securities of the Company, merger, sale of assets or other transaction shall be deemed to constitute a Change in Control for purposes of this Agreement if such transaction constitutes a "Management Approved Transaction." For purposes of this Agreement, a "Management Approved Transaction" shall be any transaction, which would otherwise result in a Change in Control for purposes of this Agreement in which the acquiring "person", "group" or other entity is either beneficially owned by, or comprised of, in whole or in part, three or more members of the Company's executive management, as such was constituted twelve months prior to such transaction, or is majority owned by, or comprised of, any employee benefit plan of the Company. (d) Notwithstanding anything herein, no acquisition of beneficial ownership of securities of the Company, merger, sale of assets or other transaction shall be deemed to constitute a Change in Control for purposes of this

directors of the surviving corporation following the effective date of such merger or consolidation or statutory share exchange. (c) Notwithstanding anything herein, no acquisition of beneficial ownership of securities of the Company, merger, sale of assets or other transaction shall be deemed to constitute a Change in Control for purposes of this Agreement if such transaction constitutes a "Management Approved Transaction." For purposes of this Agreement, a "Management Approved Transaction" shall be any transaction, which would otherwise result in a Change in Control for purposes of this Agreement in which the acquiring "person", "group" or other entity is either beneficially owned by, or comprised of, in whole or in part, three or more members of the Company's executive management, as such was constituted twelve months prior to such transaction, or is majority owned by, or comprised of, any employee benefit plan of the Company. (d) Notwithstanding anything herein, no acquisition of beneficial ownership of securities of the Company, merger, sale of assets or other transaction shall be deemed to constitute a Change in Control for purposes of this Agreement if such transaction is approved by the affirmative vote of at least two-thirds of those members of the Board (i) who have served on the Board for at least two years prior to such approval, and (ii) whose election, or nomination for election, during such two-year period was approved by a vote of at least two-thirds of the directors then in office who were directors at the beginning of such two-year period. 2. ADJUSTMENT OF BENEFITS UPON CHANGE IN CONTROL (a) The Company agrees that the Compensation Committee of the Board, or such other committee succeeding to such committee's responsibilities with respect to executive compensation (collectively, the "Compensation Committee") may make such equitable adjustments to any performance targets contained in any awards under the Company's current incentive compensation plans, or any additional or successor plan in which the Executive is a participant (collectively, the "Incentive Plans"), as the Compensation Committee determines may be appropriate to eliminate any negative effects from any transactions relating to a Change in Control (such as costs or expenses associated with the transaction or any related transaction, including, without limitation, any reorganizations, divestitures, recapitalizations or borrowings, or changes in targets or measures to reflect the disruption of the business, etc.), in order to preserve reward opportunities and performance objectives. (b) In the case of a Change in Control, all restrictions and conditions applicable to any awards of restricted stock or the vesting of stock options or other awards granted to the Executive under the Company's 1998 Incentive Stock Plan, 1997 Long-Term Executive Compensation and Outside Director Stock Option Plan, any similar or successor plan, or otherwise shall be deemed to have been satisfied as of the date the Change in Control occurs, and this Agreement shall be deemed to amend any agreements evidencing such awards to reflect this provision. 3

3. TERMINATION FOLLOWING CHANGE IN CONTROL (a) The Executive's employment may be terminated for any reason by the Company within two years following a Change in Control of the Company. If the Executive's employment is terminated for any reason other than the reasons set forth below, then the Executive shall be entitled to the benefits set forth in this Agreement in lieu of any termination, separation, severance or similar benefits under the Executive's Employment Agreement, if any, or under the Company's termination, separation, severance or similar plans or policies, if any. If the Executive's employment is terminated for any of the reasons set forth below, then the Executive shall not be entitled to any termination, separation, severance or similar benefits under this Agreement, and the Executive shall be entitled to benefits under the Executive's Employment Agreement, if any, or under the Company's termination, separation, severance or similar plans or policies, if any, only in accordance with the terms of such Employment Agreement, or such plans or policies. (i) termination by reason of the Executive's death, PROVIDED the Executive has not previously given a "Notice of Termination" pursuant to Section 4; (ii) termination by reason of the Executive's "disability," PROVIDED the Executive has not previously given a

3. TERMINATION FOLLOWING CHANGE IN CONTROL (a) The Executive's employment may be terminated for any reason by the Company within two years following a Change in Control of the Company. If the Executive's employment is terminated for any reason other than the reasons set forth below, then the Executive shall be entitled to the benefits set forth in this Agreement in lieu of any termination, separation, severance or similar benefits under the Executive's Employment Agreement, if any, or under the Company's termination, separation, severance or similar plans or policies, if any. If the Executive's employment is terminated for any of the reasons set forth below, then the Executive shall not be entitled to any termination, separation, severance or similar benefits under this Agreement, and the Executive shall be entitled to benefits under the Executive's Employment Agreement, if any, or under the Company's termination, separation, severance or similar plans or policies, if any, only in accordance with the terms of such Employment Agreement, or such plans or policies. (i) termination by reason of the Executive's death, PROVIDED the Executive has not previously given a "Notice of Termination" pursuant to Section 4; (ii) termination by reason of the Executive's "disability," PROVIDED the Executive has not previously given a "Notice of Termination" pursuant to Section 4; (iii) termination by reason of "retirement" at or after age 65, PROVIDED the Executive has not previously given "Notice of Termination" pursuant to Section 4; or (iv) termination by the Company for "Cause." For the purposes of this Agreement, "disability" shall be defined as the Executive's inability by reason of illness or other physical or mental disability to perform the principal duties required by the position held by the Executive at the inception of such illness or disability for any consecutive 180-day period. A determination of disability shall be subject to the certification of a qualified medical doctor agreed to by the Company and the Executive or, in the Executive's incapacity to designate a doctor, the Executive's legal representative. If the Company and the Executive cannot agree on the designation of a doctor, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor and the third doctor shall make the determination as to disability. For purposes of this Agreement, "retirement" shall mean the Company's termination of the Executive's employment at or after the date on which the Executive attains age 65. For purposes of this Agreement, "Cause" shall mean one ore more of the following: (I) the material violation of any of the terms and conditions of this Agreement or any written agreements the Executive may from time to time have with the Company (after 30 days following written notice from the Board specifying such material violation and Executive's failure to cure or remedy such material violation within such 30day period); 4

(II) inattention to or failure to perform Executive's assigned duties and responsibilities competently for any reason other than due to Disability (after 30 days following written notice from the Board specifying such inattention or failure, and Executive's failure to cure or remedy such inattention or failure within such 30-day period); (III) engaging in activities or conduct injurious to the reputation of the Company or its affiliates including, without limitation, engaging in immoral acts which become public information or repeatedly conveying to one person, or conveying to an assembled public group, negative information concerning the Company or its affiliates; (IV) commission of an act of dishonesty, including, but not limited to, misappropriation of funds or any property of the Company; (V) commission by the Executive of an act which constitutes a misdemeanor (involving an act of moral turpitude)

(II) inattention to or failure to perform Executive's assigned duties and responsibilities competently for any reason other than due to Disability (after 30 days following written notice from the Board specifying such inattention or failure, and Executive's failure to cure or remedy such inattention or failure within such 30-day period); (III) engaging in activities or conduct injurious to the reputation of the Company or its affiliates including, without limitation, engaging in immoral acts which become public information or repeatedly conveying to one person, or conveying to an assembled public group, negative information concerning the Company or its affiliates; (IV) commission of an act of dishonesty, including, but not limited to, misappropriation of funds or any property of the Company; (V) commission by the Executive of an act which constitutes a misdemeanor (involving an act of moral turpitude) or a felony; (VI) the material violation of any of the written Policies of the Company which are not inconsistent with this Agreement or applicable law (after 30 days following written notice from the Board specifying such failure, and the Executive's failure to cure or remedy such inattention or failure within such 30-day period); (VII) refusal to perform the Executive's assigned duties and responsibilities or other insubordination (after 30 days following written notice from the Board specifying such refusal or insubordination, and the Executive's failure to cure or remedy such refusal or insubordination within such 30-day period); or (VIII) unsatisfactory performance of duties by the Executive as a result of alcohol or drug use by the Executive. (b) The Executive may terminate his employment with the Company following a Change in Control of the Company for "Good Reason" by giving Notice of Termination at any time within two years after the Change in Control. Any failure by the Executive to give such immediate notice of termination for Good Reason shall not be deemed to constitute a waiver or otherwise to affect adversely the rights of the Executive hereunder, PROVIDED the Executive gives notice to receive such benefits prior to the expiration of such two year period. If the Executive terminates his employment as provided in this Section 3(b), then the Executive shall be entitled to the benefits set forth in this Agreement in lieu of any termination, separation, severance or similar benefits under the Executive's Employment Agreement, if any, or under the Company's termination, separation, severance or similar plans or policies, if any. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any one or more of the following events: (I) The assignment to the Executive of any duties inconsistent in any material adverse respect with his position, authority or responsibilities with the Company and its subsidiaries immediately prior to the Change in Control, or any other material 5

adverse change in such position, including titles, authority, or responsibilities, as compared with the Executive's position immediately prior to the Change in Control; (II) A reduction by the Company in the amount of the Executive's base salary or annual or long term incentive compensation paid or payable as compared to that which was paid or made available to Executive immediately prior to the Change in Control; or the failure of the Company to increase Executive's compensation each year by an amount which is substantially the same, on a percentage basis, as the average annual percentage increase in the base salaries of other executives of comparable status with the Company; (III) The failure by the Company to continue to provide the Executive with substantially similar perquisites or benefits the Executive in the aggregate enjoyed under the Company's benefit programs, such as any of the Company's pension, savings, vacation, life insurance, medical, health and accident, or disability plans in which he was participating at the time of the Change in Control (or, alternatively, if such plans are amended, modified or discontinued, substantially similar equivalent benefits thereto, when considered in the aggregate), or the taking of

adverse change in such position, including titles, authority, or responsibilities, as compared with the Executive's position immediately prior to the Change in Control; (II) A reduction by the Company in the amount of the Executive's base salary or annual or long term incentive compensation paid or payable as compared to that which was paid or made available to Executive immediately prior to the Change in Control; or the failure of the Company to increase Executive's compensation each year by an amount which is substantially the same, on a percentage basis, as the average annual percentage increase in the base salaries of other executives of comparable status with the Company; (III) The failure by the Company to continue to provide the Executive with substantially similar perquisites or benefits the Executive in the aggregate enjoyed under the Company's benefit programs, such as any of the Company's pension, savings, vacation, life insurance, medical, health and accident, or disability plans in which he was participating at the time of the Change in Control (or, alternatively, if such plans are amended, modified or discontinued, substantially similar equivalent benefits thereto, when considered in the aggregate), or the taking of any action by the Company which would directly or indirectly cause such benefits to be no longer substantially equivalent, when considered in the aggregate, to the benefits in effect at the time of the Change in Control; (IV) The Company's requiring the Executive to be based at any office or location more than 50 miles from that location at which he performed his services immediately prior to the Change in Control, except for a relocation consented to in writing by the Executive, or travel reasonably required in the performance of the Executive's responsibilities to the extent substantially consistent with the Executive's business travel obligations prior to the Change in Control; (V) Any failure of the Company to obtain the assumption of the obligation to perform this Agreement by any successor as contemplated in Section 11 herein; or (VI) Any breach by the Company of any of the material provisions of this Agreement or any failure by the Company to carry out any of its obligations hereunder, in either case, for a period of thirty business days after receipt of written notice from the Executive and the failure by the Company to cure such breach or failure during such thirty business day period. 4. NOTICE OF TERMINATION Any termination of the Executive's employment following a Change in Control, other than a termination as contemplated by Sections 3(a)(i) or 3(a)(iii) shall be communicated by written "Notice of Termination" by the party affecting the termination to the other party hereto. Any "Notice of Termination" shall set forth (a) the effective date of termination, which shall not be less than 15 or more than 30 days after the date the Notice of Termination is delivered (the "Termination Date"); (b) the specific provision in this Agreement relied upon; and (c) in reasonable detail the facts and circumstances claimed to provide a basis for such termination and the entitlement, or lack of entitlement, to the benefits set forth in this Agreement. Notwithstanding the foregoing, if within fifteen (15) days after any Notice of Termination is given, the party receiving 6

such Notice of Termination notifies the other party that a good faith dispute exists concerning the termination, the actual Termination Date shall be the date on which the dispute is finally determined in accordance with the provisions of Section 18 hereof. In the case of any good faith dispute as to the Executive's entitlement to benefits under this Agreement resulting from any termination by the Company for which the Company does not deliver a Notice of Termination, the actual Termination Date shall be the date on which the dispute is finally determined in accordance with the provisions of Section 18 hereof. Notwithstanding the pendency of any such dispute referred to in the two preceding sentences, the Company shall continue to pay the Executive his full compensation then in effect and continue the Executive as a participant in all compensation, benefits and perquisites in which he was then participating, until the dispute is finally resolved, PROVIDED the Executive is willing to continue to provide full time services to the Company and its subsidiaries in substantially the same position, if so requested by the Company. Amounts paid under this Section 4 shall be in addition to all other amounts due under this Agreement

such Notice of Termination notifies the other party that a good faith dispute exists concerning the termination, the actual Termination Date shall be the date on which the dispute is finally determined in accordance with the provisions of Section 18 hereof. In the case of any good faith dispute as to the Executive's entitlement to benefits under this Agreement resulting from any termination by the Company for which the Company does not deliver a Notice of Termination, the actual Termination Date shall be the date on which the dispute is finally determined in accordance with the provisions of Section 18 hereof. Notwithstanding the pendency of any such dispute referred to in the two preceding sentences, the Company shall continue to pay the Executive his full compensation then in effect and continue the Executive as a participant in all compensation, benefits and perquisites in which he was then participating, until the dispute is finally resolved, PROVIDED the Executive is willing to continue to provide full time services to the Company and its subsidiaries in substantially the same position, if so requested by the Company. Amounts paid under this Section 4 shall be in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. If a final determination is made, pursuant to Section 18, that Good Reason did not exist in the case of a Notice of Termination by the Executive, the Executive shall have the sole right to nullify and void his Notice of Termination by delivering written notice of same to the Company within three (3) business days of the date of such final determination. If the parties do not dispute the Executive's entitlement to benefits hereunder, the Termination Date shall be as set forth in the Notice of Termination. 5. TERMINATION BENEFITS (a) SEVERANCE PAYMENT. Subject to the conditions set forth in this Agreement, on the Termination Date the Company shall pay the Executive (reduced by any applicable payroll or other taxes required to be withheld) a lump sum severance payment, in cash, equal to the sum of the Executive's annual salary for the current year plus his target bonus for the current year (provided that if the Notice of Termination is given prior to the determination of the Executive's salary or target bonus for the year in which the Termination Date occurs, the amounts shall be the annual salary for the prior year and the greater of the target bonus for the prior year or the actual bonus earned by the Executive for the prior year). the current year shall be (A) for the purposes of determining annual salary, the year then generally used by the Company for setting salaries for senior-level executives (currently April 1 through the following March 31), and (B) for purposes of determining target bonus, the fiscal year then generally used by the Company for setting target bonuses for senior-level executives, in which the Termination Date occurs, and the prior year shall be the twelve-month period immediately preceding the current year. (b) PAYMENT OF DEFERRED COMPENSATION. Any compensation that has been earned by the Executive but is unpaid as of the Termination Date, including any compensation that has been earned but deferred pursuant to the Company's Deferred Compensation Plan or otherwise, shall be paid in full to the Executive on the Termination Date. 7

6. OTHER BENEFITS Subject to the conditions set forth in this Agreement hereof, the following benefits (subject to any applicable payroll or other taxes required to be withheld) shall be paid or provided to the Executive: (a) HEALTH/WELFARE BENEFITS (i) During the eighteen (18) months following the Termination Date (the "Continuation Period"), the Company shall continue to keep in full force and effect all programs of medical, dental, vision, accident, disability, life insurance, including optional term life insurance, and other similar health or welfare programs with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such programs shall have been in effect immediately prior to the Termination Date (or, if more favorable to the Executive, immediately prior to the Change in Control), and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Termination Date (or, if more favorable to the Executive, immediately prior to the Change in Control) or, if the terms of such programs do not permit continued participation by the Executive (or if

6. OTHER BENEFITS Subject to the conditions set forth in this Agreement hereof, the following benefits (subject to any applicable payroll or other taxes required to be withheld) shall be paid or provided to the Executive: (a) HEALTH/WELFARE BENEFITS (i) During the eighteen (18) months following the Termination Date (the "Continuation Period"), the Company shall continue to keep in full force and effect all programs of medical, dental, vision, accident, disability, life insurance, including optional term life insurance, and other similar health or welfare programs with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such programs shall have been in effect immediately prior to the Termination Date (or, if more favorable to the Executive, immediately prior to the Change in Control), and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Termination Date (or, if more favorable to the Executive, immediately prior to the Change in Control) or, if the terms of such programs do not permit continued participation by the Executive (or if the Company otherwise determines it advisable to amend, modify or discontinue such programs for employees generally), the Company shall otherwise provide benefits substantially similar to and no less favorable to the Executive in terms of cost or benefits ("Equivalent Benefits") than he was entitled to receive at the end of the period of coverage, for the duration of the Continuation Period. (ii) All benefits which the Company is required by this Section 6(a) to provide, which will not be provided by the Company's programs described herein, shall be provided through the purchase of insurance unless the Executive is uninsurable. If the Executive is uninsurable, the Company will provide the benefits out of its general assets. (iii) If the Executive obtains other employment during the Continuation Period which provides health or welfare benefits of the type described in Section 6(a)(i) hereof ("Other Coverage"), then Executive shall notify the Company promptly of such other employment and Other Coverage and the Company shall thereafter not provide the Executive and his dependents the benefits described in Section 6(a)(i) hereof to the extent that such benefits are provided under the Other Coverage. Under such circumstances, the Executive shall make all claims first under the Other Coverage and then, only to the extent not paid or reimbursed by the Other Coverage, under the plans and programs described in Section 6(a)(i) hereof. (b) RETIREMENT BENEFITS (i) For purposes of this Agreement, "Retirement" shall mean the Company's termination of the Executive's employment within two years following a Change in Control of the Company and at or after the date on which the Executive attains age 65; provided, however, that any termination for Cause or due to Death or Disability shall not constitute Retirement. 8

(ii) Subject to Section 6(b)(ii), the Executive shall be deemed to be completely vested under the Company's 401 (k) Plan, Deferred Compensation Plan or other similar or successor plans which are in effect as of the date of the Change in Control (collectively, the "Plans"), regardless of the Executive's actual vesting service credit thereunder. (iii) Any part of the foregoing retirement benefits which are otherwise required to be paid by a tax-qualified Plan but which cannot be paid through such Plan by reason of the laws and regulations applicable to such Plan, shall be paid by one or more supplemental non-qualified Plans or by the Company. (iv) The payments calculated hereunder which are not actually paid by a Plan shall be paid thirty (30) days following the Date of Termination in a single lump sum cash payment (of equivalent actuarial value to the payment calculated hereunder using the same actuarial assumptions as are used in calculating benefits under the Plan but using the discount rate that would be used by the Company on the Date of Termination to determine the actuarial present value of projected benefit obligations). (c) EXECUTIVE OUTPLACEMENT COUNSELING. During the Continuation Period, unless the Executive

(ii) Subject to Section 6(b)(ii), the Executive shall be deemed to be completely vested under the Company's 401 (k) Plan, Deferred Compensation Plan or other similar or successor plans which are in effect as of the date of the Change in Control (collectively, the "Plans"), regardless of the Executive's actual vesting service credit thereunder. (iii) Any part of the foregoing retirement benefits which are otherwise required to be paid by a tax-qualified Plan but which cannot be paid through such Plan by reason of the laws and regulations applicable to such Plan, shall be paid by one or more supplemental non-qualified Plans or by the Company. (iv) The payments calculated hereunder which are not actually paid by a Plan shall be paid thirty (30) days following the Date of Termination in a single lump sum cash payment (of equivalent actuarial value to the payment calculated hereunder using the same actuarial assumptions as are used in calculating benefits under the Plan but using the discount rate that would be used by the Company on the Date of Termination to determine the actuarial present value of projected benefit obligations). (c) EXECUTIVE OUTPLACEMENT COUNSELING. During the Continuation Period, unless the Executive shall reach normal retirement age during the Continuation Period, the Executive may request in writing and the Company shall at its expense engage within a reasonable time following such written request an outplacement counseling service to assist the Executive in obtaining employment. 7. PAYMENT OF CERTAIN COSTS Except as otherwise provided in Section 18, if a dispute arises regarding a termination of the Executive or the interpretation or enforcement of this Agreement, subsequent to a Change in Control, all of the reasonable legal fees and expenses incurred by the Executive and all Arbitration Costs (as hereafter defined) in contesting any such termination or obtaining or enforcing all or part of any right or benefit provided for in this Agreement or in otherwise pursuing all or part of his claim will be paid by the Company, unless prohibited by law. The Company further agrees to pay pre-judgment interest on any money judgment obtained by the Executive calculated at the prime interest rate reported in THE WALL STREET JOURNAL in effect from time to time from the date that payment to him should have been made under this Agreement. 8. This Section 8 is intentionally omitted. 9. MITIGATION The Executive is not required to seek other employment or otherwise mitigate the amount of any payments to be made by the Company pursuant to this Agreement, and employment by the Executive will not reduce or otherwise affect any amounts or benefits due the Executive pursuant to this Agreement, except as otherwise provided in Section 6(a)(iii). 9

10. CONTINUING OBLIGATIONS REGARDING CONFIDENTIAL INFORMATION (a) ACKNOWLEDGMENTS BY THE EXECUTIVE. The Executive hereby recognizes and acknowledges the following: (i) In connection with the Business, the Company has expended a great deal of time, money and effort to develop and maintain the secrecy and confidentiality of substantial proprietary trade secret information and other confidential business information which, if misused or disclosed, could be very harmful to the Company's business. (ii) The Executive desires to become entitled to receive the benefits contemplated by this Agreement but which the Company would not make available to the Executive but for the Executive's signing and agreeing to abide by the terms of this Section 10. (iii) The Executive's position with the Company provides the Executive with access to certain of the Company's confidential and proprietary trade secret information and other confidential business information.

10. CONTINUING OBLIGATIONS REGARDING CONFIDENTIAL INFORMATION (a) ACKNOWLEDGMENTS BY THE EXECUTIVE. The Executive hereby recognizes and acknowledges the following: (i) In connection with the Business, the Company has expended a great deal of time, money and effort to develop and maintain the secrecy and confidentiality of substantial proprietary trade secret information and other confidential business information which, if misused or disclosed, could be very harmful to the Company's business. (ii) The Executive desires to become entitled to receive the benefits contemplated by this Agreement but which the Company would not make available to the Executive but for the Executive's signing and agreeing to abide by the terms of this Section 10. (iii) The Executive's position with the Company provides the Executive with access to certain of the Company's confidential and proprietary trade secret information and other confidential business information. (iv) The Company compensates its employees to, among other things, develop and preserve business information for the Company's ownership and use. (v) If the Executive were to leave the Company, the Company in all fairness would need certain protection in order to ensure that the Executive does not appropriate and misuse any confidential information entrusted to the Executive during the course of the Executive's employment with the Company. (b) CONFIDENTIAL INFORMATION (i) The Executive agrees to keep secret and confidential, and not to use or disclose to any third parties, except as directly required for the Executive to perform the Executive's employment responsibilities for the Company, or except as required by law, any of the Company's confidential and proprietary trade secret information or other confidential business information concerning the Company's business acquired by the Executive during the course of, or in connection with, the Executive's employment with the Company (and which was not known by the Executive prior to the Executive's being hired by the Company). Confidential information means information which would constitute material, nonpublic information under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, regardless of whether the Executive's use or disclosure of such information is in connection with or related to a securities transaction. (ii) The Executive acknowledges that any and all notes, records, reports, written information or documents of any kind, computer files and diskettes and other documents obtained by or provided to the Executive, or otherwise made, produced or compiled during the course of the Executive's employment with the Company, regardless of the type of medium in which it is preserved, are the sole and exclusive property of the Company and shall be surrendered to the Company upon the Executive's termination of employment and on demand at any time by the Company. (c) ACKNOWLEDGMENT REGARDING RESTRICTIONS. The Executive recognizes and agrees that the provisions of this Section 10 are reasonable and enforceable because, among 10

other things, (i) the Executive is receiving compensation under this Agreement and (ii) this Section 10 therefore does not impose any undue hardship on the Executive. The Executive further recognizes and agrees that the provisions of this Section 10 are reasonable and enforceable in view of the Company's legitimate interests in protecting its confidential information. (d) BREACH. In the event of a breach of Section 10(b), the Company's sole remedy shall be the discontinuation of the payment, allocation, accrual or provision of any amounts or benefits as provided in Sections 5 or 6. The Executive recognizes and agrees, however, that it is the intent of the parties that neither this Agreement nor any of its provisions shall be construed to adversely affect any rights or remedies that Company would have had,

other things, (i) the Executive is receiving compensation under this Agreement and (ii) this Section 10 therefore does not impose any undue hardship on the Executive. The Executive further recognizes and agrees that the provisions of this Section 10 are reasonable and enforceable in view of the Company's legitimate interests in protecting its confidential information. (d) BREACH. In the event of a breach of Section 10(b), the Company's sole remedy shall be the discontinuation of the payment, allocation, accrual or provision of any amounts or benefits as provided in Sections 5 or 6. The Executive recognizes and agrees, however, that it is the intent of the parties that neither this Agreement nor any of its provisions shall be construed to adversely affect any rights or remedies that Company would have had, including, without limitation, the amount of any damages for which it could have sought recovery, had this Agreement not been entered into. Accordingly, the parties hereby agree that nothing stated in this Section 10 shall limit or otherwise affect the Company's right to seek legal or equitable remedies it may otherwise have, or the amount of damages for which it may seek recovery, in connection with matters covered by this Section 10 but which are not based on breach or violation of this Section 10 (including, without limitation, claims based on the breach of fiduciary or other duties of the Executive or any obligations of the Executive arising under any other contracts, agreements or understandings). Without limiting the generality of the foregoing, nothing in this Section 10 or any other provision of this Agreement shall limit or otherwise affect the Company's right to seek legal or equitable remedies it may otherwise have, or the amount of damages for which it may seek recovery, resulting from or arising out of statutory or common law or any Company policies relating to fiduciary duties, confidential information or trade secrets. Further, the Executive acknowledges and agrees that the fact that Section 10(c) is limited to the Continuation Period, and that the sole remedy of the Company hereunder is the discontinuation of benefits, shall not reduce or otherwise alter any other contractual or other legal obligations of the Executive during any period or circumstance, and shall not be construed as establishing a maximum limit on damages for which the Company may seek recovery. 11. BINDING AGREEMENT; SUCCESSORS (a) This Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. For purposes of this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid. (b) This Agreement shall be binding upon and shall inure to the benefit of the Executive and the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, beneficiaries, devises and legatees. If the Executive should die while any amounts are payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the 11

Executive's devisee, legatee, beneficiary or other designee or, if there be no such designee, to the Executive's estate. 12. NOTICES For the purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered by hand, (ii) on the date of transmission, if delivered by confirmed facsimile, (iii) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (iv) on the third business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: Robert W. Morgan

Executive's devisee, legatee, beneficiary or other designee or, if there be no such designee, to the Executive's estate. 12. NOTICES For the purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered by hand, (ii) on the date of transmission, if delivered by confirmed facsimile, (iii) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (iv) on the third business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: Robert W. Morgan 4840 N.W. 28 Avenue Boca Raton, FL 33434 If to the Company: Interim Services Inc. 2050 Spectrum Boulevard Fort Lauderdale, Florida 33309 Attention: General Counsel or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 13. GOVERNING LAW The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Florida, without regard to principles of conflicts of laws. 14. MISCELLANEOUS No provisions of this Agreement may be amended, modified, waived or discharged unless such amendment, waiver, modification or discharge is agreed to in writing signed by the Executive and the Company. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. Section headings contained herein are for convenience of reference only and shall not affect the interpretation of this Agreement. 15. COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which will constitute one and the same instrument. 12

16. NON-ASSIGNABILITY This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 11. Without limiting the foregoing, the Executive's right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by his will or trust or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this paragraph the Company shall have no liability to pay any amount so attempted to be assigned or transferred. 17. TERM OF AGREEMENT

16. NON-ASSIGNABILITY This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 11. Without limiting the foregoing, the Executive's right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by his will or trust or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this paragraph the Company shall have no liability to pay any amount so attempted to be assigned or transferred. 17. TERM OF AGREEMENT This Agreement shall commence on the date hereof and shall continue in effect through May 7, 2001; PROVIDED, however, if a Change in Control of the Company shall have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of twenty-four (24) months beyond the month in which such Change in Control occurred; and, PROVIDED FURTHER, that if the Company shall become obligated to make any payments or provide any benefits pursuant to Section 5 or 6 hereof, this Agreement shall continue for the period necessary to make such payments or provide such benefits. 18. RESOLUTION OF DISPUTES (a) The parties hereby agree to submit any claim, demand, dispute, charge or cause of action (in any such case, a "Claim") arising out of, in connection with, or relating to this Stock Option Agreement to binding arbitration in conformance with the J*A*M*S/ENDISPUTE Streamlined Arbitration Rules and Procedures or the J*A*M*S/ ENDISPUTE Comprehensive Arbitration Rules and Procedures, as applicable, but expressly excluding Rule 28 of the J*A*M*S/ENDISPUTE Streamlined Rules and Rule 32 of the J*A*M*S/ENDISPUTE Comprehensive Rules, as the case may be. All arbitration procedures shall be held in Fort Lauderdale, Florida and shall be subject to the choice of law provisions set forth in Section 13 of this Agreement. (b) In the event of any dispute arising out of or relating to this Agreement for which any party is seeking injunctive relief, specific performance or other equitable relief, such matter may be resolved by litigation. Accordingly, the parties shall submit such matter to the exclusive jurisdiction of the United States District Court for the Southern District of Florida or, if jurisdiction is not available therein, any other court located in Broward County, Florida, and hereby waive any and all objections to such jurisdiction or venue that they may have. Each party agrees that process may be served upon such party in any manner authorized under the laws of the United States or Florida, and waives any objections that such party may otherwise have to such process. 19. NO SETOFF The Company shall have no right of setoff or counterclaim in respect of any claim, debt or obligation against any payment provided for in this Agreement. 13

20. NON-EXCLUSIVITY OF RIGHTS Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries or successors and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company or any of its subsidiaries or successors, except to the extent payments are made pursuant to Section 5, they shall be in lieu of any termination, separation, severance or similar payments pursuant to the Executive's Employment Agreement, if any, and the Company's then existing termination, separation, severance or similar plans or policies, if any. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its subsidiaries shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement. 21. NO GUARANTEED EMPLOYMENT

20. NON-EXCLUSIVITY OF RIGHTS Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries or successors and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company or any of its subsidiaries or successors, except to the extent payments are made pursuant to Section 5, they shall be in lieu of any termination, separation, severance or similar payments pursuant to the Executive's Employment Agreement, if any, and the Company's then existing termination, separation, severance or similar plans or policies, if any. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its subsidiaries shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement. 21. NO GUARANTEED EMPLOYMENT The Executive and the Company acknowledge that this Agreement shall not confer upon the Executive any right to continued employment and shall not interfere with the right of the Company to terminate the employment of the Executive at any time. 22. INVALIDITY OF PROVISIONS In the event that any provision of this Agreement is adjudicated to be invalid or unenforceable under applicable law in any jurisdiction, the validity or enforceability of the remaining provisions thereof shall be unaffected as to such jurisdiction and such adjudication shall not affect the validity or enforceability of such provision in any other jurisdiction. To the extent that any provision of this Agreement, including, without limitation, Section 10 hereof, is adjudicated to be invalid or unenforceable because it is overbroad, that provision shall not be void but rather shall be limited to the extent required by applicable law and enforced as so limited. The parties expressly acknowledge and agree that this Section 22 is reasonable in view of the parties' respective interests. 23. NON-WAIVER OF RIGHTS The failure by the Company or the Executive to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement, or any part hereof, or the right of the Company or the Executive thereafter to enforce each and every provision in accordance with the terms of this Agreement. 24. EMPLOYMENT AGREEMENT. If the Executive has an Employment Agreement with the Company, and if circumstances arise which cause both the Employment Agreement and this Agreement to apply to the Company and the Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the Employment Agreement, the terms of this Agreement alone shall apply. However, if this Agreement does not apply, then the provisions of the Employment Agreement shall control and be unaffected by this Agreement. 14

25. UNFUNDED PLAN. The Company's obligations under this Agreement shall be entirely unfunded until payments are made hereunder from the general assets of the Company, and no provision shall be made to segregate assets of the Company for payments to be made under this Agreement. The Executive shall have no interest in any particular assets of the Company but rather shall have only the rights of a general unsecured creditor of the Company. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth. PLEASE NOTE: BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING

25. UNFUNDED PLAN. The Company's obligations under this Agreement shall be entirely unfunded until payments are made hereunder from the general assets of the Company, and no provision shall be made to segregate assets of the Company for payments to be made under this Agreement. The Executive shall have no interest in any particular assets of the Company but rather shall have only the rights of a general unsecured creditor of the Company. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth. PLEASE NOTE: BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING THAT THE EXECUTIVE (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY QUESTIONS THE EXECUTIVE HAS ABOUT THE AGREEMENT AND HAS RECEIVED SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS THE EXECUTIVE'S RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT. THIS AGREEMENT IN SECTION 18 CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. INTERIM SERVICES INC.
By: /s/ John B. Smith ----------------------------------Senior Vice President & Secretary

EXECUTIVE
By: /s/ Robert W. Morgan ----------------------------------Robert W. Morgan

15

Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 333-05873, 33-76120, 33305959, 33-76122, 333-05957, 333-18935, 333-18883, 333-18885, 333-30841, 333-30211, 333-31901, 333-31895, 333-43757, 333-60365, 333-91995 and 333-84751 on Forms S-8 and Registration Statement No. 33-94532 on Form S-3 of Interim Services Inc. of our report dated February 15, 2000, appearing in this Annual Report on Form 10-K of Interim Services Inc. for the year ended December 31, 1999.
/s/Deloitte & Touche LLP

Fort Lauderdale, Florida March 13, 2000

ARTICLE 5

Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 333-05873, 33-76120, 33305959, 33-76122, 333-05957, 333-18935, 333-18883, 333-18885, 333-30841, 333-30211, 333-31901, 333-31895, 333-43757, 333-60365, 333-91995 and 333-84751 on Forms S-8 and Registration Statement No. 33-94532 on Form S-3 of Interim Services Inc. of our report dated February 15, 2000, appearing in this Annual Report on Form 10-K of Interim Services Inc. for the year ended December 31, 1999.
/s/Deloitte & Touche LLP

Fort Lauderdale, Florida March 13, 2000

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1999 DEC 26 1998 DEC 31 1999 37,539 0 577,669 16,956 0 708,390 224,809 88,833 2,438,901 657,902 0 0 0 653 1,158,607 2,438,901 0 3,167,971 0 2,129,181 71,750 6,685 36,304 123,882 53,049 70,833 0 0 0 70,833 1.29 1.27

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1999 DEC 26 1998 DEC 31 1999 37,539 0 577,669 16,956 0 708,390 224,809 88,833 2,438,901 657,902 0 0 0 653 1,158,607 2,438,901 0 3,167,971 0 2,129,181 71,750 6,685 36,304 123,882 53,049 70,833 0 0 0 70,833 1.29 1.27


								
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