Termination of Management Services Agreement between Compass Group Management LLC and Staffmark Holdings, Inc.

Summary

This agreement, dated in 2011, is between Compass Group Management LLC and Staffmark Holdings, Inc. It formally ends their Management Services Agreement, including all amendments, effective immediately. Both parties agree that all rights and obligations under the original agreement are terminated, except for the Company’s final payment of any outstanding fees and expenses to Compass Group Management. Once this payment is made, both parties release each other from any further claims related to the prior agreement. The parties also agree to cooperate in finalizing any necessary documents to implement this termination.

EX-10.12 7 y90786a2exv10w12.htm EX-10.12 exv10w12

Exhibit 10.12

FORM OF
TERMINATION OF MANAGEMENT SERVICES AGREEMENT

This Termination of Management Services Agreement (this “Agreement”) is dated as of , 2011. Reference is made herein to that certain Management Services Agreement dated as of October 13, 2000, by and between Compass Group Management LLC, a Delaware limited liability company (“CGM”), and Staffmark Holdings, Inc., a Delaware corporation (formerly known as CBS Personnel Holdings, Inc.) (the “Company”), as amended by an Amendment of Management Services Agreement dated as of May 16, 2006, an Amendment of Management Services Agreement dated as of January 21, 2008, a Third Amendment of Management Services Agreement dated as of October 1, 2009 and a Fourth Amendment of Management Services Agreement dated April 1, 2010 (the “Management Services Agreement”). CGM and the Company hereby acknowledge and agree that effective as of the date hereof, and without the necessity for further act or evidence, the Management Services Agreement is fully and finally terminated in all respects, and all of the respective obligations and rights of each of the parties thereto shall be of no further force and effect other than final payment in full by the Company of all fees and expenses owing or otherwise payable to CGM under the Management Services Agreement through the date hereof (the “Final Payment”).

Upon receipt of the Final Payment, CGM hereby releases and forever discharges the Company and its respective successors and assigns, and the Company hereby releases and forever discharges CGM and its successors and assigns, of and from all manner of actions, causes, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands, whatsoever in law or equity, that any such party or such party’s affiliates now has against any other such party, or that any such party or such party’s affiliates hereafter shall or may have against any other such party, for, upon, or by reason of any matter, cause or things whatsoever, arising or occurring on or at any time prior to the date hereof, arising out of or relating to the Management Services Agreement.

The Company and CGM agree to cooperate with each other in the drafting and execution of such additional documents as are reasonably requested or required to implement the terms and spirit of this Agreement.

[Signature page immediately follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


		COMPASS GROUP MANAGEMENT LLC

		By:


		Name:


		Title:




		STAFFMARK HOLDINGS, INC.

		By:


		Name:


		Title:

Signature Page to Termination of Management Services Agreement