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<TITLE>Filed by Bowne Pure Compliance</TITLE>
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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): December 3, 2008</B>

<P style="font-size: 24pt" align="center"><B>TeamStaff, Inc.<BR>
</B><FONT
style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

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  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>New Jersey</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>0-18492</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>22-1899798</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

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  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>1 Executive
Drive<BR>
Somerset, NJ <BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>08873</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(877) 523-9897</B>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="30%" border="0">

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 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>&nbsp;</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">1
</DIV>

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  <TD width="13%">&nbsp;</TD>
  <TD width="87">&nbsp;</TD>
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 <TR style="font-size: 10pt" valign="bottom">
  <TD nowrap align="left"><B>Item 3.02</B></TD>
  <TD align="left"><B>Unregistered Sales of Equity Securities.</B></TD>
 </TR>


 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD valign="top" align="left">The information required to be
disclosed in Item&nbsp;3.02 concerning the grant of restricted stock awards to
Ms.&nbsp;West is incorporated herein by reference from Item 5.02.</TD>
 </TR>

 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top"><B>Item&nbsp;5.02</B></TD>
  <TD valign="top" align="left"><B>Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.</B></TD>
 </TR>



 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">On December 3, 2008, TeamStaff, Inc. (the
&#8220;Company&#8221; or &#8220;TeamStaff&#8221;) entered into
an employment agreement with Ms. Dale West, the material terms of which are
summarized below.  Ms. West will serve as the President of TeamStaff Rx, the
Company&#8217;s subsidiary which provides travel nursing and travel allied
healthcare professional staffing services.  As used in the following summary, the term
&#8220;Executive&#8221; shall refer to Ms. West. The following description of
the employment agreement is qualified in its entirety by reference to the full text of such
agreement, which agreement is filed as an exhibit to the Current Report.</TD>
 </TR>


 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&#8226;&nbsp;&nbsp;&nbsp;The employment agreement is for an initial term
expiring September 30, 2010. Under the employment agreement, the Executive will receive a base salary
of $200,000. The term of the agreement is effective as of October 1, 2008.</TD>
 </TR>

 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&#8226;&nbsp;&nbsp;&nbsp;The Executive may receive a bonus in the sole
discretion of the Management Resources and Compensation Committee of the Board of Directors. The
Executive will have an opportunity to earn a cash bonus (&#8220;Targeted
Bonus&#8221;) of up to 70% of her base salary for each fiscal year of employment. The bonus will be
based on performance targets and other key objectives established by the Chief
Executive Officer of the Company. Thirty percent (30%) of the bonus shall be
based on achieving revenue targets, sixty percent (60%) shall be based on
achieving EBITDA targets, and ten percent (10%) shall be based on achieving
corporate goals established by the Chief Executive Officer.  The Executive may
be eligible for additional compensation for exceeding performance targets as
determined in the sole discretion of the Management Resources and Compensation
Committee.</TD>
 </TR>

 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&#8226;&nbsp;&nbsp;&nbsp;Grant of 30,000 shares of restricted common
stock. The vesting schedule applicable to the restricted stock is as follows: one-half vest on
September 30, 2009, upon satisfaction of performance targets and other key
objectives established by the Chief Executive Officer for 2009; and one-half
vest on September 30, 2010, upon the satisfaction of the performance targets
determined for 2010. However, in the event of a change in control (as defined in
the employment agreement), the conditions to the vesting of the restricted stock
awards shall be deemed void and all such shares shall be immediately and fully
vested and delivered to the Executive.</TD>
 </TR>

 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&#8226;&nbsp;&nbsp;&nbsp;The Executive will be eligible to receive a
quarterly stock bonus equal to $12,500 of the Company&#8217;s common stock at the end of each
calendar quarter of employment for satisfaction of performance criteria and other key
objectives established by the Chief Executive Officer, provided that the first
two quarterly bonuses shall be deemed earned if the Executive is continuously
employed by the Company during such quarters and shall not be conditioned on the
achievement of any other performance criteria.  The value of the common stock
shall be deemed vested and earned on the first business day following the close
of the quarter.</TD>
 </TR>

 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&#8226;&nbsp;&nbsp;&nbsp;In the event of the termination of
employment by us without &#8220;cause&#8221; or by the Executive for
&#8220;good reason,&#8221; as those terms are defined in the employment agreement, or in the event her employment is
terminated due to her disability, she would be entitled to: (a) a severance
payment of 6 months of base salary; (b) continued participation in our health
and welfare plans&nbsp;for a period not to exceed 6 months from the termination
date; and (c) all compensation accrued but not paid as of the termination date. In
addition, in the event of termination for disability, the Executive would also
receive a pro-rata bonus, as described below.</TD>
</TR>
</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">2
</DIV>


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<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="13%">&nbsp;</TD>
  <TD width="87">&nbsp;</TD>
 </TR>
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 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&#8226;&nbsp;&nbsp;&nbsp;In the event of the termination of her
employment due to her death, the Executive&#8217;s estate would be entitled to
receive: (a) all compensation accrued but not paid as of the termination date; (b)
continued participation in our health and welfare plans&nbsp;for a period not to
exceed 6 months from the termination date; and (c) payment of a &#8220;Pro Rata
Bonus&#8221;, which is defined as an amount equal to the lesser of (i) $75,000, and (ii) the
Targeted Bonus multiplied by a fraction, the numerator of which shall be the
number of days from the commencement of the fiscal year to the termination date,
and the denominator of which shall be the number of days in the fiscal year in
which the Executive was terminated.</TD>
 </TR>

 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&#8226;&nbsp;&nbsp;&nbsp;If the Executive&#8217;s employment is terminated by
us for &#8220;cause&#8221; or by him without &#8220;good reason,&#8221; she is not
entitled to any additional compensation or benefits other than her accrued and unpaid compensation.</TD>
 </TR>

 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&#8226;&nbsp;&nbsp;&nbsp;In the event that within 90 days of a
&#8220;Change in Control&#8221; as defined in the employment agreement, (a) the
Executive is terminated, or (b) her status, title, position or responsibilities are
materially reduced and the Executive terminates her employment, the Company shall pay
and/or provide to the Executive, the following compensation and benefits:</TD>
 </TR>


 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;The Company shall pay the Executive, in lieu of any other payments due
hereunder, (i) the accrued compensation; (ii) the continuation benefits; and
(iii) as severance, base salary for a period of 6 months, payable in equal
installments on each of the Company&#8217;s regular pay dates for executives
during the six months commencing on the first regular executive pay date following the
termination date; and</TD>
 </TR>

 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;The conditions to the vesting of any outstanding incentive awards
(including restricted stock, stock options and granted performance shares or units) granted
to the Executive under any of the Company&#8217;s plans, or under any other
incentive plan or arrangement, shall be deemed void and all such incentive awards shall be
immediately and fully vested and exercisable.</TD>
 </TR>


 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&#8226;&nbsp;&nbsp;&nbsp;In addition, in the event the Company
serves a &#8220;Notice of Retention&#8221; and the Executive diligently
performs her duties during the &#8220;Retention Period&#8221; (as those terms are defined in the
employment agreement), the Company shall pay the Executive, in one lump sum on the first
day of the month immediately following the month in which the Retention Period ends,
an amount equal to 50% of her then current base salary. In the event the Company
fails to serve a Notice of Retention, the Company shall pay the Executive in one
lump sum on the first day of the month immediately following the
Change in
Control, an amount equal to 50% of the Executive&#8217;s then current base
salary.</TD>
 </TR>


 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&#8226;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, if the
payments due in the event of a Change in Control would constitute an
&#8220;excess parachute payment&#8221; as defined in Section 280G of the Internal Revenue
Code of 1986, as amended (the &#8220;Code&#8221;), the aggregate of such credits or payments
under the employment agreement and other agreements shall be reduced to the largest
amount as will result in no portion of such aggregate payments being subject to
the excise tax imposed by Section 4999 of the Code. The priority of the
reduction of excess parachute payments shall be in the discretion of the Executive.</TD>
 </TR>

 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&#8226;&nbsp;&nbsp;&nbsp;Pursuant to the employment agreement, the
Executive is subject to customary confidentiality, non-solicitation of employees
and non-competition obligations that survive the termination of such agreements.</TD>
 </TR>

 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&#8226;&nbsp;&nbsp;&nbsp;The Executive will be eligible to participate
in all employee benefits afforded to the Company&#8217;s senior management.  In addition, the
Executive shall receive an advance to reimburse her for living expenses not to exceed
$3,200 in any month or $36,000 in the aggregate.  In the event (i) the Executive
is in continuous employment with the Company through September 30, 2009, or (ii)
the Executive is terminated without cause prior to September 30, 2009, the
advance shall be deemed earned and not repayable or used to offset other
compensation.  In the event the Executive&#8217;s employment with the Company is
terminated for any reason except death or a termination by the Company without
cause prior to September 30, 2009, the advance shall be immediately repayable by
the Executive and, at the Company&#8217;s option, may be used to offset any
amounts owing to the Executive by the Company.</TD>
</TR>


 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top" align="left" colspan="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Biographical Information</I></TD>
</TR>

 <TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ms. West has been an independent consultant in the healthcare staffing sector
from February 2008 to May 2008. From August 1998 through July 2002, Ms. West was
Senior Vice President of RNNetwork, Inc., a healthcare staffing company and from
July 2002 through December 2005, Ms. West served as the President of RNNetwork,
Inc. Ms. West also was an owner and original founder of RNNetwork. At RNNetwork,
Ms. West was responsible for overseeing all aspects of the travel nurse
business. RNNetwork was acquired by CompHealth Group in January 2005. Previously, Ms. West
worked at Hospital Staffing Services, Inc. from September 1995 to August 1998 as
Director of Sales. Prior to that, Ms. West worked as Director of Operations at
Allied Health Services, Inc. from 1992 to 1995. Ms. West is 53 years old.</TD>
</TR>

</TABLE>
</DIV>


<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">3
</DIV>

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<P style="font-size: 10pt" align="left"><B>Item 9.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Financial Statements and Exhibits</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="8%">&nbsp;</TD>
  <TD width="9">&nbsp;</TD>
  <TD width="10">&nbsp;</TD>
  <TD width="73">&nbsp;</TD>
 </TR>
<!-- End Table Head -->


 <TR valign="bottom">
  <TD valign="top" align="center"><B>(d)</B></TD>
  <TD align="left"><B>Exhibit</B></TD>
  <TD align="left">&nbsp;</TD>
  <TD align="left">&nbsp;</TD>
</TR>

<TR valign="bottom">
<TD>&nbsp;</TD>
<TD align="left" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
  <TD align="left">&nbsp;</TD>
<TD align="left" style="border-bottom: 1px solid #000000"><B>Exhibit Title or Description</B></TD>
</TR>

<TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD align="left">10.1</TD>
  <TD align="left">&nbsp;</TD>
  <TD align="left">Employment Agreement between the Company and Dale West</TD>
</TR>

</TABLE>
</DIV>



<P style="font-size: 10pt" align="center"><B>SIGNATURE</B>

<P style="font-size: 10pt; text-indent: 4%" align="left">Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="50%">&nbsp;</TD>
  <TD width="50%">&nbsp;</TD>
 </TR>
<!-- End Table Head -->

<!-- Begin Table Body -->
 <TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD valign="top" align="left"><B>TeamStaff, Inc. </B></TD>
 </TR>
<!-- End Table Body -->

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>

 <TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD valign="top" align="left" style="border-bottom: 1px solid #000000">By: /s/ Rick Filippelli </TD>
 </TR>

 <TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD valign="top">Name: Rick J. Filippelli </TD>
 </TR>

 <TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD valign="top">Title: &nbsp;&nbsp;President and Chief Executive Officer </TD>
 </TR>

 <TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD valign="top">Date: &nbsp;&nbsp;December 9, 2008 </TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">4
</DIV>
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<DIV style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="center"><B>EXHIBIT INDEX</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="6%">&nbsp;</TD>
  <TD width="4%">&nbsp;</TD>
  <TD width="90%">&nbsp;</TD>
 </TR>
 <TR style="font-size: 10pt" valign="bottom">
  <TD nowrap align="left"><B>Exhibit</B></TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="center">&nbsp;</TD>
 </TR>
 <TR style="font-size: 10pt" valign="bottom">
  <TD style="border-bottom: #000000 1px solid" nowrap align="left"><B>Number</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid" nowrap align="left"><B>Description</B></TD>
 </TR>
<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
  <TD valign="top">10.1</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Employment Agreement between the Company and Dale West</TD>
</TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">5
</DIV>
</BODY>
</HTML>
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Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): December 3, 2008
TeamStaff, Inc.
(Exact name of registrant as specified in its charter)
New Jersey
0-18492
22-1899798
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1 Executive
Drive
Somerset, NJ
08873
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(877) 523-9897
(Former name or former address if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02
Unregistered Sales of Equity Securities.
The information required to be
disclosed in Item 3.02 concerning the grant of restricted stock awards to
Ms. West is incorporated herein by reference from Item 5.02.
Item 5.02
Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
On December 3, 2008, TeamStaff, Inc. (the
"Company" or "TeamStaff") entered into
an employment agreement with Ms. Dale West, the material terms of which are
summarized below.  Ms. West will serve as the President of TeamStaff Rx, the
Company's subsidiary which provides travel nursing and travel allied
healthcare professional staffing services.  As used in the following summary, the term
"Executive" shall refer to Ms. West. The following description of
the employment agreement is qualified in its entirety by reference to the full text of such
agreement, which agreement is filed as an exhibit to the Current Report.
•   The employment agreement is for an initial term
expiring September 30, 2010. Under the employment agreement, the Executive will receive a base salary
of $200,000. The term of the agreement is effective as of October 1, 2008.
•   The Executive may receive a bonus in the sole
discretion of the Management Resources and Compensation Committee of the Board of Directors. The
Executive will have an opportunity to earn a cash bonus ("Targeted
Bonus") of up to 70% of her base salary for each fiscal year of employment. The bonus will be
based on performance targets and other key objectives established by the Chief
Executive Officer of the Company. Thirty percent (30%) of the bonus shall be
based on achieving revenue targets, sixty percent (60%) shall be based on
achieving EBITDA targets, and ten percent (10%) shall be based on achieving
corporate goals established by the Chief Executive Officer.  The Executive may
be eligible for additional compensation for exceeding performance targets as
determined in the sole discretion of the Management Resources and Compensation
Committee.
•   Grant of 30,000 shares of restricted common
stock. The vesting schedule applicable to the restricted stock is as follows: one-half vest on
September 30, 2009, upon satisfaction of performance targets and other key
objectives established by the Chief Executive Officer for 2009; and one-half
vest on September 30, 2010, upon the satisfaction of the performance targets
determined for 2010. However, in the event of a change in control (as defined in
the employment agreement), the conditions to the vesting of the restricted stock
awards shall be deemed void and all such shares shall be immediately and fully
vested and delivered to the Executive.
•   The Executive will be eligible to receive a
quarterly stock bonus equal to $12,500 of the Company's common stock at the end of each
calendar quarter of employment for satisfaction of performance criteria and other key
objectives established by the Chief Executive Officer, provided that the first
two quarterly bonuses shall be deemed earned if the Executive is continuously
employed by the Company during such quarters and shall not be conditioned on the
achievement of any other performance criteria.  The value of the common stock
shall be deemed vested and earned on the first business day following the close
of the quarter.
•   In the event of the termination of
employment by us without "cause" or by the Executive for
"good reason," as those terms are defined in the employment agreement, or in the event her employment is
terminated due to her disability, she would be entitled to: (a) a severance
payment of 6 months of base salary; (b) continued participation in our health
and welfare plans for a period not to exceed 6 months from the termination
date; and (c) all compensation accrued but not paid as of the termination date. In
addition, in the event of termination for disability, the Executive would also
receive a pro-rata bonus, as described below.
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•   In the event of the termination of her
employment due to her death, the Executive's estate would be entitled to
receive: (a) all compensation accrued but not paid as of the termination date; (b)
continued participation in our health and welfare plans for a period not to
exceed 6 months from the termination date; and (c) payment of a "Pro Rata
Bonus", which is defined as an amount equal to the lesser of (i) $75,000, and (ii) the
Targeted Bonus multiplied by a fraction, the numerator of which shall be the
number of days from the commencement of the fiscal year to the termination date,
and the denominator of which shall be the number of days in the fiscal year in
which the Executive was terminated.
•   If the Executive's employment is terminated by
us for "cause" or by him without "good reason," she is not
entitled to any additional compensation or benefits other than her accrued and unpaid compensation.
•   In the event that within 90 days of a
"Change in Control" as defined in the employment agreement, (a) the
Executive is terminated, or (b) her status, title, position or responsibilities are
materially reduced and the Executive terminates her employment, the Company shall pay
and/or provide to the Executive, the following compensation and benefits:
(A) The Company shall pay the Executive, in lieu of any other payments due
hereunder, (i) the accrued compensation; (ii) the continuation benefits; and
(iii) as severance, base salary for a period of 6 months, payable in equal
installments on each of the Company's regular pay dates for executives
during the six months commencing on the first regular executive pay date following the
termination date; and
(B) The conditions to the vesting of any outstanding incentive awards
(including restricted stock, stock options and granted performance shares or units) granted
to the Executive under any of the Company's plans, or under any other
incentive plan or arrangement, shall be deemed void and all such incentive awards shall be
immediately and fully vested and exercisable.
•   In addition, in the event the Company
serves a "Notice of Retention" and the Executive diligently
performs her duties during the "Retention Period" (as those terms are defined in the
employment agreement), the Company shall pay the Executive, in one lump sum on the first
day of the month immediately following the month in which the Retention Period ends,
an amount equal to 50% of her then current base salary. In the event the Company
fails to serve a Notice of Retention, the Company shall pay the Executive in one
lump sum on the first day of the month immediately following the
Change in
Control, an amount equal to 50% of the Executive's then current base
salary.
•   Notwithstanding the foregoing, if the
payments due in the event of a Change in Control would constitute an
"excess parachute payment" as defined in Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"), the aggregate of such credits or payments
under the employment agreement and other agreements shall be reduced to the largest
amount as will result in no portion of such aggregate payments being subject to
the excise tax imposed by Section 4999 of the Code. The priority of the
reduction of excess parachute payments shall be in the discretion of the Executive.
•   Pursuant to the employment agreement, the
Executive is subject to customary confidentiality, non-solicitation of employees
and non-competition obligations that survive the termination of such agreements.
•   The Executive will be eligible to participate
in all employee benefits afforded to the Company's senior management.  In addition, the
Executive shall receive an advance to reimburse her for living expenses not to exceed
$3,200 in any month or $36,000 in the aggregate.  In the event (i) the Executive
is in continuous employment with the Company through September 30, 2009, or (ii)
the Executive is terminated without cause prior to September 30, 2009, the
advance shall be deemed earned and not repayable or used to offset other
compensation.  In the event the Executive's employment with the Company is
terminated for any reason except death or a termination by the Company without
cause prior to September 30, 2009, the advance shall be immediately repayable by
the Executive and, at the Company's option, may be used to offset any
amounts owing to the Executive by the Company.
Biographical Information
Ms. West has been an independent consultant in the healthcare staffing sector
from February 2008 to May 2008. From August 1998 through July 2002, Ms. West was
Senior Vice President of RNNetwork, Inc., a healthcare staffing company and from
July 2002 through December 2005, Ms. West served as the President of RNNetwork,
Inc. Ms. West also was an owner and original founder of RNNetwork. At RNNetwork,
Ms. West was responsible for overseeing all aspects of the travel nurse
business. RNNetwork was acquired by CompHealth Group in January 2005. Previously, Ms. West
worked at Hospital Staffing Services, Inc. from September 1995 to August 1998 as
Director of Sales. Prior to that, Ms. West worked as Director of Operations at
Allied Health Services, Inc. from 1992 to 1995. Ms. West is 53 years old.
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Item 9.01             Financial Statements and Exhibits
(d)
Exhibit
Number
Exhibit Title or Description
10.1
Employment Agreement between the Company and Dale West
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
TeamStaff, Inc.
By: /s/ Rick Filippelli
Name: Rick J. Filippelli
Title:   President and Chief Executive Officer
Date:   December 9, 2008
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EXHIBIT INDEX
Exhibit
Number
Description
10.1
Employment Agreement between the Company and Dale West
5