Vice President of Finance Employment Agreement

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into the 5th day of February, 1996, by and between PERSONNEL MANAGEMENT, INC., an Indiana corporation (the "Corporation"), and ROBERT R. MILLARD (the "Executive").


WITNESSETH:


WHEREAS, the Executive is being employed as the Vice President of Finance and Administration, Chief Financial Officer, Secretary and Treasurer of the Corporation and will be an integral part of its management; and


WHEREAS, concurrently herewith the Corporation and the Executive are executing in separate instruments a Noncompetition and Confidentiality Agreement and a Change of Control Severance Benefits Agreement;


NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other valuable consideration, including services to be performed by the Executive and compensation and benefits to be paid and provided by the Corporation, the parties hereby agree as follows:


1. Effective Date. This Agreement shall be effective February 5, 1996 (the "Effective Date"). Prior to the Effective Date either party shall have the option to terminate and cancel without obligation this Agreement and the Noncompetition and Confidentiality Agreement and Change of Control Severance Benefits Agreement, both of even date herewith.


2. Employment. The Corporation hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Corporation, on a full-time basis upon and subject to the terms and conditions set forth herein.


3. Term and Termination. The Executive's employment hereunder shall be on an at-will basis, terminable at any time with or without cause by either party. In the event the Executive terminates the Executive's employment with the Corporation, the Executive agrees to give notice of such termination to the Corporation as far in advance of such termination as is reasonably possible under the circumstances (up to 60 days' advance notice).


4. Compensation. For all services rendered by the Executive in any capacity to or for the Corporation during the Executive's employment by the Corporation, 2 including, without limitation, services as an executive officer, director, employee or member of any committee of the Corporation or of any subsidiary, division or affiliate of the Corporation (including the Corporation, all such subsidiaries, divisions and affiliates are referred to individually as a "PMI Company" and collectively as the "PMI Companies"), the Executive shall be paid as compensation (including compensation paid by any of the PMI Companies):


(a) a base salary, payable not less often
than monthly, and such increases or decreases in
such salary, if any, in an amount as shall be
determined from time to time by the Board of
Directors of the Corporation (the "Board") or any
authorized committee of the Board and communicated
to the Executive;


(b) such bonuses and other cash incentive
awards as shall be awarded from time to time by the
Board or any authorized committee of the Board; and


(c) such other compensation and/or benefits
as the Board or any authorized committee of the
Board may grant or make available to the Executive
from time to time.


If the Executive's employment with the Corporation is terminated, the Executive's monthly (or other payroll period) salary shall be prorated to reflect the percentage of the payroll period for which the Executive was employed by the Corporation.


5. Duties of Loyalty. The Executive shall perform such duties and responsibilities as may from time to time be assigned or delegated to him by the President of the Corporation, the Board or any authorized committee of the Board. The Executive shall not engage during the Executive's employment with the Corporation in any activity, employment or business venture, directly or indirectly, whether or ...