Sample Business Contracts


Change In Control Agreement - Interim Services Inc. and Raymond Marcy

Free Change in Control Forms


                          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 RAYMOND MARCY (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
Chairman of the Board, President and Chief Executive Officer 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.

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                              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

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       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.

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               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 30-day period);

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               (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;
       or

               (V)    commission by the Executive of an act which constitutes
       a misdemeanor (involving an act of moral turpitude) or a felony.

               (b)    The Executive may terminate his employment with the
       Company following a Change in Control of the Company (i) for any
       reason by giving Notice of Termination during either of the
       "Termination Periods" or (ii) 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, there shall be two
       "Termination Periods" during which the Executive may give Notice of
       Termination and receive the benefits set forth in this Agreement:

                      (i)     the first of which shall be the sixty (60) day
       period commencing on the date of the Change of Control, and;

                      (ii)    the second of which shall be the thirty (30)
       day period commencing on the first anniversary of the date of the
       Change of Control

               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
       adverse change in such position, including titles, authority, or
       responsibilities, as compared with the Executive's position
       immediately prior to the Change in Control;

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                      (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 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

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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
       product of three (3) times 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.

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               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 thirty-six (36) 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.

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                      (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.     EXCISE TAX PAYMENTS

               (a)    Notwithstanding anything contained in this Agreement to
       the contrary, in the event that any payment (within the meaning of
       Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or
       replaced (the "Code")), or distribution to or for the benefit of the
       Executive, whether paid or payable or distributed or distributable
       pursuant to the terms of this Agreement or otherwise in connection
       with, or arising out of, his employment with the Company (a "Payment"
       or "Payments"), would be subject to the excise tax imposed by Section
       4999 of the Code or any interest or penalties are incurred by the
       Executive with respect to such excise tax (such excise tax, interest
       and penalties collectively referred to as the "Excise Tax"), then the
       Executive shall be entitled to receive an additional payment (a

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       "Gross-Up Payment") in an amount such that after payment by the
       Executive of all such taxes (including any interest or penalties
       imposed with respect to such taxes), including any Excise Tax imposed
       upon the Gross-Up Payment, the Executive retains an amount of the
       Gross-Up Payment equal to the Excise Tax imposed upon the Payments;
       PROVIDED, that the Executive shall not be entitled to receive any
       additional payment relating to any interest or penalties attributable
       to any action or omission by the Executive in bad faith.

               (b)    An initial determination shall be made by an accounting
       firm mutually agreeable to the Company and the Executive and, if not
       agreed to within three days after the Date of Termination, a national
       independent accounting firm selected by the Executive (the "Accounting
       Firm"), as to whether a Gross-Up Payment is required pursuant to this
       Section 8 and the amount of such Gross-Up Payment.  To permit the
       Accounting Firm to make the initial determination, the Company shall
       furnish the Accounting Firm with all information reasonably required
       for such firm to complete such determination as soon as practicable
       after the Date of Termination, but in no event more than fifteen (15)
       days thereafter.  All fees, costs and expenses (including, but not
       limited to, the cost of retaining experts) of the Accounting Firm
       shall be borne by the Company and the Company shall pay such fees,
       costs and expenses as they become due.  The Accounting Firm shall
       provide detailed supporting calculations, reasonably acceptable both
       to the Company and the Executive within thirty (30) days of the Date
       of Termination, if applicable, or such other time as requested by the
       Company or by the Executive (provided the Executive reasonably
       believes that any of the Payments may be subject to the Excise Tax). 
       The Gross-Up Payment, if any, as determined pursuant to this Section
       8(b) shall be paid by the Company to the Executive within five (5)
       business days of the receipt of the Accounting Firm's determination. 
       If the Accounting Firm determines that no Excise Tax is payable by the
       Executive with respect to a Payment or Payments, it shall furnish the
       Executive with an opinion reasonably satisfactory to the Executive
       that no Excise Tax will be imposed with respect to any such Payment or
       Payments.  Any such initial determination by the Accounting Firm of
       the Gross-Up Payment shall be binding upon the Company and the
       Executive subject to the application of Section 8(c).

               (c)    As a result of the uncertainty in the application of
       Sections 4999 and 280G of the Code, it is possible that a Gross-Up
       Payment (or a portion thereof) will be paid which should not have been
       paid (an "Overpayment") or a Gross-Up Payment (or a portion thereof)
       which should have been paid will not have been paid (an
       "Underpayment"). An Underpayment shall be deemed to have occurred upon
       a "Final Determination" (as hereinafter defined) that the tax
       liability of the Executive (whether in respect of the then current
       taxable year of the Executive or in respect of any prior taxable year
       of the Executive) will be increased by reason of the imposition of the
       Excise Tax on a Payment or Payments with respect to which the Company
       has failed to make a sufficient Gross-Up Payment.  An Overpayment
       shall be deemed to have occurred upon a "Final Determination" (as
       hereinafter defined) that the Excise Tax shall not be imposed (or
       shall be reduced) upon a Payment or Payments with respect to which the
       Executive had previously received a Gross-Up Payment.  A Final
       Determination shall be deemed to have occurred when (i) in the case of
       an Overpayment, the Executive has received from the applicable
       governmental taxing authority a refund of taxes or other reduction in
       his tax liability imposed as a result of a Payment or, in the case of
       an Underpayment, the Executive receives notice from a

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<PAGE>

       competent governmental authority that his tax liability imposed as a
       result of a Payment will be increased, and (ii) in the case of an
       Overpayment or an Underpayment, upon either (x) the date a
       determination is made by, or an agreement is entered into with, the
       applicable governmental taxing authority which finally and
       conclusively binds the Executive and such taxing authority, or in the
       event that a claim is brought before a court of competent
       jurisdiction, the date upon which a final determination has been made
       by such court and either all appeals have been taken and finally
       resolved or the time for all appeals has expired or (y) the statute of
       limitations with respect to the Executive's applicable tax return has
       expired.  If an Underpayment occurs, the Executive shall promptly
       notify the Company and the Company shall promptly pay to the Executive
       an additional Gross-Up Payment equal to the amount of the Underpayment
       plus any interest and penalties imposed on the Underpayment (other
       than interest and penalties attributable to any action or omission by
       the Executive in bad faith). If an Overpayment occurs, the amount of
       the Overpayment shall be treated as a loan by the Company to the
       Executive and the Executive shall, within ten (10) business days of
       the occurrence of such Overpayment, pay the Company the amount of the
       Overpayment, with interest computed in the same manner as for an
       Underpayment.

               (d)    Notwithstanding anything contained in this Agreement to
       the contrary, in the event it is determined that an Excise Tax will be
       imposed on any Payment or Payments, the Company shall pay to the
       applicable governmental taxing authorities as Excise Tax withholding,
       the amount of the Excise Tax that the Company has actually withheld
       from the Payment or Payments.

               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).

               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.

                                       11
<PAGE>

                      (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 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

                                       12
<PAGE>

       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 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:

                                       13
<PAGE>

               If to the Executive:

               Raymond Marcy
               7911 N. Upper Ridge Drive
               Parkland, Florida  33067; and
              
               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.

               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.

                                       14
<PAGE>

               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.

               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

                                       15
<PAGE>

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. 

               Simultaneously with the execution and delivery to this
Agreement, the Company and the Executive have executed and delivered an
Employment Agreement.  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. 

               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.

                                       16
<PAGE>
              

               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 and Secretary

                                       EXECUTIVE



                                       By: /s/ Raymond Marcy             
                                           ------------------------------------
                                               Raymond Marcy

                                       17

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