STOCK ELECTION PLAN FOR
StaffMark, Inc. (the "Company") has established the StaffMark, Inc. Stock Election Plan for Non-Employee
Directors (the "Plan") to allow Eligible Directors (as defined below in Section 2.4) of the Company to receive all
or a portion of their compensation in the form of shares of the Company's Common Stock ("Shares"). The Plan is
intended to increase the proprietary interest of Eligible Directors by providing further opportunity for ownership
of the Shares and to more closely align the interests of such persons with the interests of the Company's
2.1 The Plan shall be administered by the Board of Directors of the Company (the "Board").
2.2 The Board may make such rules and establish such procedures for the administration of the Plan as it deems
appropriate to carry out the purpose of the Plan. The interpretation and application of the Plan or of any rule or
procedure, and any other matter relating to or necessary to the administration of the Plan, shall be determined in
the sole discretion of the Board, and any such determination shall be final and binding on all persons. All
determinations of the Board shall be made by a majority of its members at a meeting duly called pursuant to the
provisions of the By-laws of the Company. The Board may delegate to one or more of its members or to one or
more agents such administrative duties as it may deem advisable.
2.3 All costs and expenses involved in administering the Plan shall be borne by the Company.
2.4 For purposes of the Plan, an "Eligible Director" shall be a member of the Board who is not an employee of
the Company or any subsidiary or affiliate of the Company. If any Eligible Director at any time becomes such an
employee, he or she shall thereupon cease to be an Eligible Director.
3. COMMON SHARES
Shares which may be issued under the Plan may be either authorized and unissued shares of Company Common