TRANSITION EMPLOYMENT AGREEMENT
This Transition Employment Agreement (Agreement) is between George S. Corona (Employee) for himself, his heirs and personal representatives, and Kelly Services, Inc. and its affiliates, and successors in interest (collectively referred to as Employer).
A. Employer has employed Employee as a senior executive for many years;
B. Employee will cease his role as President and Chief Executive Officer effective at the end of the day on September 30, 2019 (the Officer End Date) and will continue as a member of the Employers Board of Directors (the Board) through at least his current term ending May 2019.
C. Employee will continue to provide services to the Employer in the manner directed by Peter W. Quigley (the Incoming CEO) and the Board to assist with the transition of the Incoming CEO and with any additional projects during a transition period, which starts October 1, 2019 and is expected to end on or before June 30, 2020, as determined by the Employee and Employer (the Transition Period).
D. Employee is eligible for certain benefits in accordance with the Short-Term Incentive Plan (the STIP) and the outstanding Performance Awards and Restricted Awards (consisting of Restricted Shares and Restricted Share Units) granted pursuant to the Employer Equity Incentive Plan (the EIP), subject to certain restrictive covenants in favor of Employer as a condition to the receipt of such amounts payable pursuant to the EIP;
E. Employee and Employer provide for the orderly transition of Employees employment and existing responsibilities, for the future partial and full payment by Employer, and vesting of, the remaining Performance Awards and Restricted Awards to the extent earned pursuant to the EIP, and for the future partial payment of the STIP for 2019.
Based on the foregoing Recitals, which Employee and Employer accept as true and as part of the basis for this Agreement, and in consideration of and in reliance upon the representations and promises in this Agreement, Employee and Employer agree as follows:
1. Cessation as President and Chief Executive Officer.
(a) Final Day as President and Chief Executive Officer. Employees term as an officer of the Employer ends on the Officer End Date.
(b) Continuation of Certain Compensation and Benefits. Employee will continue to receive certain compensation and benefits during the Transition Period, as provided in Section 2 of this Transition Agreement, except that the following provisions describe the future partial payment by Employer of the STIP for 2019 and the future partial and full payment and vesting of the Performance Awards and Restricted Awards outstanding on the Officer End Date: