Westaff, Inc.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NJSDXYyxAa4KiRkzETjwUSAMcQM6w1C1cCHE52bkX9YRVv++bhkWm9uPg0dEVafy 5Szr//GvqJmIkLQ5PCr8Tw== 0000950144-07-006342.txt : 20070703 0000950144-07-006342.hdr.sgml : 20070703 20070703162337 ACCESSION NUMBER: 0000950144-07-006342 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070703 DATE AS OF CHANGE: 20070703 GROUP MEMBERS: AMY STOVER-NEWTON GROUP MEMBERS: JOAN C. STOVER, REVOCABLE TRUST DATED 11/16/98 AS AMENDED GROUP MEMBERS: PRESBYTERIAN LAY COMMITTEE, INC. GROUP MEMBERS: STEPHEN R. STOVER GROUP MEMBERS: STOVER 1999 CHARITABLE REMAINDER UNITRUST DATED 4/21/99 GROUP MEMBERS: SUSAN J. STOVER GROUP MEMBERS: SUSAN J. STOVER GST IRREVOCABLE TRUST GROUP MEMBERS: THE STEPHEN R. STOVER IRREVOCABLE TRUST AS AMENDED 3/28/96 GROUP MEMBERS: W. ROBERT STOVER, REVOCABLE TRUST DATED 11/16/98 AS AMENDED GROUP MEMBERS: WAYNESBURG COLLEGE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTAFF INC CENTRAL INDEX KEY: 0000931911 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 941266151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50455 FILM NUMBER: 07961173 BUSINESS ADDRESS: STREET 1: 298 NORTH WIGET LANE CITY: WALNUT CREEK STATE: CA ZIP: 94598-2453 BUSINESS PHONE: 9259305300 MAIL ADDRESS: STREET 1: P O BOX 9280 STREET 2: 298 NORTH WIGET LANE CITY: WALNUT CREEK STATE: CA ZIP: 94598-2453 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN STAFF SERVICES INC DATE OF NAME CHANGE: 19941024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STOVER FOUNDATION CENTRAL INDEX KEY: 0001103256 IRS NUMBER: 680392330 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 298 NORTH WIGET LANE CITY: WALNUT CREEK STATE: CA ZIP: 94598 BUSINESS PHONE: (925) 930-5344 MAIL ADDRESS: STREET 1: 298 NORTH WIGET LANE CITY: WALNUT CREEK STATE: CA ZIP: 94598 SC 13D/A 1 g08147sc13dza.htm WESTAFF, INC. Westaff, Inc.


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Westaff, Inc.

(Name of Issuer)

Common stock, $0.01 per share

(Title of Class of Securities)

957070 10 5

(CUSIP Number)

W. Robert Stover
298 North Wiget Lane
Walnut Creek, California 94598
(925) 930-5337

Copy to:

Bartley C. Deamer, Esq.
Bingham McCutchen LLP
1900 University Avenue
East Palo Alto, California 94303
(650) 849-4400

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 29, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		957070 10 5


1	NAMES OF REPORTING PERSONS: W. Robert Stover, as Co-Trustee of the Stover Revocable Trust dated November 16, 1998, as amended, and the Stover 1999 Charitable Remainder Unitrust dated 4/21/99

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF; OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States of America

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			6,304,082(1)

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			6,304,082(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	6,304,082(1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	37.95%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

(1) Consists of 3,246,536 shares of common stock of Westaff, Inc. held by the Stover Revocable Trust dated November 16, 1998, as amended, and 3,057,546 shares of common stock of Westaff, Inc. held by the Stover 1999 Charitable Remainder Unitrust dated 4/21/99.

(2) Based on 16,609,603 shares of common stock of Westaff, Inc. outstanding on February 22, 2007, as disclosed in Westaff, Inc.’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on February 26, 2007.


CUSIP No.		957070 10 5


1	NAMES OF REPORTING PERSONS: Joan C. Stover, as Co-Trustee of the Stover Revocable Trust dated November 16, 1998 as amended

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS

	AF; OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States of America

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			3,246,536

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			3,246,536

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,246,536

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	19.55%(1)

14	TYPE OF REPORTING PERSON

	IN

(1) Based on 16,609,603 shares of common stock of Westaff, Inc. outstanding on February 22, 2007, as disclosed in Westaff, Inc.’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on February 26, 2007.


CUSIP No.		957070 10 5


1	NAMES OF REPORTING PERSONS: Parker T. Williamson, as Co-Trustee of the Stover 1999 Charitable Remainder Unitrust dated 4/21/99

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF; OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States of America

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			3,057,546

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			3,057,546

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,057,546

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	18.41%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		957070 10 5


1	NAMES OF REPORTING PERSONS: The Stover Foundation

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF; OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	California

		7	SOLE VOTING POWER:

NUMBER OF			40,600

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			40,600

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	40,600

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	0.24%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		957070 10 5


1	NAMES OF REPORTING PERSONS: Amy Stover-Newton

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF; OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States of America

		7	SOLE VOTING POWER:

NUMBER OF			106,560

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			106,560

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	106,560

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	0.64%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		957070 10 5


1	NAMES OF REPORTING PERSONS: Stephen R. Stover

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF; OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States of America

		7	SOLE VOTING POWER:

NUMBER OF			541,144

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			541,144

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	541,144

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	3.26%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		957070 10 5


1	NAMES OF REPORTING PERSONS: Susan J. Stover

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF; OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States of America

		7	SOLE VOTING POWER:

NUMBER OF			573,435

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			573,435

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	573,435

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	3.45%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		957070 10 5


1	NAMES OF REPORTING PERSONS: Susan J. Stover, as Co-Trustee of the Susan J. Stover GST Irrevocable Trust

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF; OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States of America

		7	SOLE VOTING POWER:

NUMBER OF			136,468(1)

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			136,468(1)

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	136,468(1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	0.82%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

(1) US Bank, N.A., Co-Trustee of the Susan J. Stover GST Irrevocable Trust, disclaims any beneficial ownership of, or any sole or shared power to vote or direct the vote or to dispose or direct the disposition of, any shares of common stock of Westaff, Inc. held by the Susan J. Stover GST Irrevocable Trust.

(2) Based on 16,609,603 shares of common stock of Westaff, Inc. outstanding on February 22, 2007, as disclosed in Westaff, Inc’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on February 26, 2007.


CUSIP No.		957070 10 5


1	NAMES OF REPORTING PERSONS: Stephen R. Stover, as Co-Trustee of The Stephen R. Stover Irrevocable Trust as amended 3/28/96

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF; OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States of America

		7	SOLE VOTING POWER:

NUMBER OF			100,211(1)

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			100,211(1)

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	100,211(1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	0.60%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

(1) AST Capital Trust, Co-Trustee of the Stephen R. Stover Irrevocable Trust as amended 3/28/96, disclaims any beneficial ownership of, or any sole or shared power to vote or direct the vote or to dispose or direct the disposition of, any shares of common stock of Westaff, Inc. held by The Stephen R. Stover Irrevocable Trust as amended 3/28/96.


CUSIP No.		957070 10 5


1	NAMES OF REPORTING PERSONS: Waynesburg College

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF; OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Pennsylvania

		7	SOLE VOTING POWER:

NUMBER OF			105,356

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			105,356

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	100,211

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	0.63%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		957070 10 5


1	NAMES OF REPORTING PERSONS: Presbyterian Lay Committee, Inc.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF; OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	New York

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			25,540

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			25,540

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	25,540

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	0.15%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

TABLE OF CONTENTS


	Item 4 is hereby amended to add the following supplemental information
	Item 6 is hereby amended to add the following supplemental information
	Item 7 of the Schedule 13D is hereby amended to add the following Exhibit
SIGNATURE
EX-99.6 Mutual General Release Agreement

INTRODUCTION

This Amendment No. 4 (this “Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission on March 13, 2007, amended on March 15, 2007, April 3, 2007 and May 3, 2007 (as so amended, the “Schedule 13D”), by W. Robert Stover, The Stover Revocable Trust dated November 16, 1988, as amended, The Stover Foundation, The Stover 1999 Charitable Remainder Unitrust dated 4/21/99, Amy Stover-Newton, Stephen Stover, Susan Stover, The Susan J. Stover GST Irrevocable Trust, The Stephen R. Stover Irrevocable Trust as amended 3/28/96, Waynesburg College and Presbyterian Lay Committee, Inc. (collectively, the “Reporting Persons”) relates to the common stock, par value $0.01, of Westaff, Inc. Capitalized terms used herein and not defined in this Amendment have the meanings set forth in the Schedule 13D.

This Amendment hereby amends the Schedule 13D as follows:

Item 4 is hereby amended to add the following supplemental information:

On June 29, 2007, at the Stockholders Meeting, the stockholders of the Issuer voted in favor of (a) ratifying the appointments of Gerald E. Wedren and John G. Ball as Class I directors, John R. Black and Michael R. Phillips as Class II directors, and Michael T. Willis as a Class III director, and (b) the amendment to the Certificate of Incorporation of the Issuer to permit any stockholder that beneficially owns twenty percent (20%) or more of the total voting power of the Issuer’s outstanding voting securities to call a special meeting of the Issuer’s stockholders.

Pursuant to the Governance Agreement, immediately after the Stockholders Meeting on June 29, 2007, Mr. Stover tendered to the Issuer his resignation as Chairman of the Board, a director, and as an employee of the Issuer, and the Issuer and Mr. Stover entered into a mutual general release agreement (the “Mutual Release”). The Mutual Release provides among other things that:

(a) (i) Mr. Stover, for himself and for and on behalf of certain related persons (the “Stover Parties”), fully releases, promises not to sue, and forever discharges the Issuer and certain of its related persons (the “Issuer Parties”) from any and all claims that Mr. Stover or certain related persons had or may ever have against the Issuer or any other Issuer Party arising out of (w) Mr. Stover’s status and rights as an employee of the Issuer or any other Issuer Party (including the termination of the Employment Agreement dated January 1, 1999 between Mr. Stover and the Issuer), (x) a stockholder of the Issuer (including the sale of the Sold Shares by the Reporting Person pursuant to the Purchase Agreement), and (y) member or Chairman of the Board of the Issuer or any other Issuer Party and (z) any act, omission, or transaction with or related to the Issuer or any such related persons occurring on or before the effective date and (ii) Mr. Stover, for himself and for and on behalf of certain related persons, irrevocably covenants to refrain from asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against the Issuer or any other Issuer Party based upon any matter purported to be released in the Mutual Release;

(b) (i) the Issuer, for itself and on behalf of the other Issuer Parties, fully releases, promises not to sue, and forever discharges the Stover Parties from any and all claims that the Issuer Parties had or may ever have against Mr. Stover or any other Stover Party arising out of (w) Mr. Stover’s status and rights as an employee of the Issuer or any other Issuer Party (including the termination of the Employment Agreement dated January 1, 1999 between Mr. Stover and the Issuer), (x) a stockholder of the Issuer (including the sale of the Sold Shares by the Reporting Person pursuant to the Purchase Agreement), and (y) member or Chairman of the Board of the Issuer or any other Issuer Party and (z) any act, omission, or transaction with or related to the Issuer or any other Issuer Party occurring on or

before the effective date and (ii) the Issuer, for itself and for and on behalf of the other Issuer Parties, irrevocably covenants to refrain from asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against Mr. Stover or any other Stover Party based upon any matter purported to be released in the Mutual Release;

(c) Mr. Stover agrees that he will not make, and will not directly or indirectly encourage any other person or entity to make, any statement, comment, or representation that has the tendency to disparage or defame the Issuer or any other Company Party, or their respective business practices, products, services, officers, directors, employees, or general business reputation; and

(d) The Issuer agrees that neither it nor any affiliate of the Issuer (other than Stover) will make, or directly or indirectly encourage any other person or entity to make, any statement, comment, or representation that has the tendency to disparage or defame Mr. Stover or any other Stover Party, or their respective business practices, products, services, officers, directors, employees, or general business reputation.

The foregoing summary of the Mutual Release is qualified in its entirety by the full text of the Mutual Release, a complete and accurate copy of which is attached hereto as Exhibit 99.6, and incorporated in its entirety in this Item 4 by reference.

The Representation Event as defined in the Purchase Agreement occurred immediately after the Stockholders Meeting. As a consequence of the occurrence of the Representation Event, (a) each Promissory Note matured, (b) DelStaff’s perfected first and only lien on the Deposit automatically terminated and all right, title, benefit, and interest in and to the cash proceeds in the Deposit reverted to the appropriate Reporting Person and (c) the Put Option automatically expired.

On or shortly after June 29, 2007, DelStaff paid to the Reporting Persons a total of $25,042,166.58, which consisted of the principal amount of the Promissory Notes and the accrued interest on such notes, and the bank holding the Deposit released a total of $8,256,151.54 in the Deposit, which consisted of the cash proceeds originally deposited into such bank and accrued interest on such proceeds. The final amounts of the Promissory Notes and the cash proceeds paid to each appropriate Reporting Person are as follows:


							Total
Name	Sold Shares		Cash Proceeds		Promissory Notes		Consideration
Stover Revocable Trust dated November 16, 1998 as amended		3,246,536	$	3,378,615.31	$	10,247,855.43	$	13,626,470.74
The Stover Foundation		40,600	$	42,251.74	$	128,155.96	$	170,407.70
Stover 1999 Charitable Remainder Unitrust dated 4/21/99		3,057,546	$	3,181,936.59	$	9,651,298.91	$	12,833,235.50
Amy Stover-Newton		106,560	$	110,895.20	$	336,362.04	$	447,257.24
Stephen R. Stover		541,144	$	563,159.44	$	1,708,148.46	$	2,271,307.90
Susan J. Stover		573,435	$	596,764.15	$	1,810,076.65	$	2,406,840.80
Susan J. Stover GST Irrevocable Trust		136,468	$	142,019.95	$	430,768.16	$	572,788.11
The Stephen R. Stover Irrevocable Trust as amended 3/28/96		100,211	$	104,287.90	$	316,321.11	$	420,609.01
Waynesburg College		105,356	$	109,642.21	$	332,561.55	$	442,203.76
Presbyterian Lay Committee, Inc.		25,540	$	26,579.05	$	80,618.30	$	107,197.35
Total		7,933,396	$	8,256,151.54	$	25,042,166.58	$	33,298,318.12

Item 6 is hereby amended to add the following supplemental information:

The summary of the Mutual Release contained in Item 4 is incorporated herein by reference. Such summary is qualified in its entirety by the full text of the Mutual Release, a complete and accurate copy of which is attached hereto as Exhibit 99.6, and incorporated in its entirety in this Item 6 by reference.

Item 7 of the Schedule 13D is hereby amended to add the following Exhibit:

Exhibit 99.6 Mutual General Release Agreement, dated as of June 29, 2007, between W. Robert Stover and the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 29, 2007



	/s/ W. Robert Stover
	W. Robert Stover, as Co-Trustee of the Stover Revocable Trust dated November 16, 1968, as amended, and the Stover 1999 Charitable Remainder Unitrust dated 4/21/99


	/s/ Joan C. Stover
	Joan C. Stover, as Co-Trustee of the Stover Revocable Trust dated November 16, 1968, as amended


	/s/ Parker T. Williamson
	Parker T. Williamson, as Co-Trustee of the Stover 1999 Charitable Remainder Unitrust dated 4/21/99

	THE STOVER FOUNDATION
	By:	W. Robert Stover
		W. Robert Stover
		Vice President, Treasurer and Director


	/s/ Amy Stover-Newton
	Amy Stover-Newton



	/s/ Stephen R. Stover
	Stephen R. Stover



	/s/ Stephen R. Stover
	Stephen R. Stover, as Co-Trustee of the Steven R. Stover Irrevocable Trust as Amended 3/28/96



	/s/ Susan J. Stover
	Susan J. Stover



	/s/ Susan J. Stover
	Susan J. Stover, as Co-Trustee of the Susan J. Stover GST Irrevocable Trust

	WAYNESBURG COLLEGE
	By:	/s/ Roy Barnhart
		Roy Barnhart
		Vice President, Business and Finance

	PRESBYTERIAN LAY COMMITTEE, INC.
	By:	/s/ Stephen G. Brown
		Stephen G. Brown
		Chief Executive Officer

EX-99.6 2 g08147exv99w6.htm EX-99.6 MUTUAL GENERAL RELEASE AGREEMENT EX-99.6 Mutual General Release Agreement

Exhibit 99.6

MUTUAL GENERAL RELEASE AGREEMENT

This Mutual General Release Agreement (this “Agreement”), dated June 29, 2007, is made and entered into by and between WESTAFF (USA), INC., a California corporation (the “Sub”), Westaff, Inc., a Delaware corporation (the “Company”), and W. ROBERT STOVER, an individual resident in the State of California (“Stover”). The Company, the Sub and Stover are collectively referred to as the “Parties” in this Agreement.

RECITALS

A. Stover has served as Chairman of the Company’s Board of Directors since the Company’s incorporation in 1954, and has been continuously involved in the management of the Company and its various subsidiaries and affiliates since its founding in 1948.

B. The Company has entered into a Governance Agreement dated April 30, 2007 with DelStaff, LLC and Michael T. Willis (the “Governance Agreement”). This Agreement is being entered into by the Parties pursuant to Section 5.3 of the Governance Agreement.

C. The Sub and Stover are parties to a certain Employment Agreement, effective as of January 1, 1999 (the “Employment Agreement”), relating to the terms and conditions of Stover’s employment by and service to the Company and its affiliates.

D. The Company and Stover are also parties to a certain Indemnification Agreement, dated as of April 30, 1996 (the “Indemnification Agreement”), relating to certain indemnification and advancement rights provided to Stover. Stover has additional indemnification and advancement rights under the Company’s certificate of incorporation and bylaws and under applicable law. All existing indemnification, advancement and other rights of Stover relating to indemnification or advancement by the Company or any of its affiliates, including without limitation, Stover’s rights under the Indemnification Agreement, are herein referred to as the “Indemnification Rights.”

D. The Company issued an Amended and Restated Unsecured Subordinated Note, dated May 17, 2002 (the “Note”), in favor of Stover. The Note has an initial aggregate face amount of Two Million Dollars ($2,000,000).

E. The Parties now desire to terminate their relationship, except with respect to the Indemnification Rights, the Note and certain other matters expressly provided for herein, in a mutually satisfactory manner as set forth herein.

AGREEMENT

In consideration of the mutual promises and covenants contained in this Agreement, the receipt and adequacy of which are hereby acknowledged by each of the Parties, the Company and Stover hereby agree as follows:

1. General Release And Covenant Not To Sue (Stover).

a. Stover, for himself and for and on behalf of his family, heirs, assigns, executors, administrators, insurers, representatives and agents, past and present (collectively, the “Stover Parties”), hereby fully and without limitation releases, covenants not to sue, and forever discharges the Company and its parent companies, subsidiaries and affiliated entities, as well as their respective partners, directors, officers, stockholders, employees, attorneys, insurers, agents, predecessors and successors, past and present (collectively, the “Company Parties”), both individually and collectively, from any and all rights, claims, demands, liabilities, actions, causes of action, suits, judgments, damages, losses, debts, attorney’s fees, costs, and expenses, of any nature whatsoever, whether known or unknown, whether direct or indirect, and whether fixed or contingent (collectively “Claims”), that Stover or any other Stover Party now has, or may ever have, against the Company or any of the other Company Parties arising out of, or related in any way to: (i) Stover’s status and rights as an employee of the Company or any of the other Company Parties, including the termination of the Employment Agreement; (ii) Stover’s status and rights as a stockholder of the Company, including the sale of shares of Company stock by Stover Parties to DelStaff, LLC; (iii) Stover’s status and rights as a member and/or Chairman of the Board of the Directors of the Company or any of the other Company Parties; and (iv) any act, omission, or transaction with or related to the Company or any of the other Company Parties occurring on or before the Effective Date. Furthermore, Stover, for himself and for and on behalf of the other Stover Parties, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any of the Company Parties based upon any matter purported to be released hereby.

b. Without limiting the foregoing, Stover understands and agrees that the foregoing release provisions waive and release Claims alleging violations of any federal or state employment discrimination or harassment law, including without limitation the California Fair Employment and Housing Act; Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act (“ADEA”); the Americans with Disabilities Act; as well as Claims arising out of or related to violations of any provision of the California Labor Code; state and federal wage and hour laws; breach of contract; fraud; misrepresentation; common counts; unfair competition; breach of fiduciary duty; defamation; infliction of emotional distress; and any other state or federal law, rule, or regulation.

c. This Agreement, and the release contained in this Section 1, are subject to the terms of the Older Workers Benefit Protection Act of 1990 (the “OWBPA”). The OWBPA provides that an individual cannot waive a right or claim under the ADEA unless the waiver is knowing and voluntary. In compliance with OWBPA, Stover hereby acknowledges and agrees that he has executed this Agreement voluntarily, and with full knowledge of its consequences. In addition, Stover hereby acknowledges and agrees as follows: (i) this Agreement has been written in a manner that is calculated to be understood, and is understood, by Stover; (ii) the release provisions of this Agreement apply to any rights Stover may have under the ADEA, including the right to file a lawsuit in state or federal court for age discrimination in violation of the ADEA; (iii) the release

provisions of this Agreement do not apply to any rights or claims Stover may have under the ADEA that arise after the date he signs this Agreement; (iv) Stover has been advised and given the opportunity to consult with an attorney, and has consulted with an attorney to the extent he wished to do so, prior to executing this Agreement; (v) Stover has had the opportunity to consider this Agreement for a period of at least twenty-one days and hereby waives such consideration period; and (vi) Stover has the right to revoke this Agreement within seven days after its execution by providing written notice of such revocation to the Company. The release provisions of this Section 1, therefore, shall not become effective until the eighth day after Stover signs this Agreement; however, all other provisions of this Agreement shall become effective immediately upon the date Stover signs this Agreement.

d. Stover, for himself and for and on behalf of the other Stover Parties, hereby acknowledges that he is aware of and familiar with the provisions of California Civil Code Section 1542, which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or his favor at the time of executing the release, which if known by him or her, must have materially affected his or his settlement with the debtor.”

Stover, for himself and for and on behalf of each of the other Stover Parties, hereby waives and relinquishes all rights and benefits which he or they may have under California Civil Code Section 1542 and any other law to the same or similar effect.

e. Notwithstanding anything herein to the contrary, the release provisions of this Section 1 shall not apply to (i) any Claims that may not be released or waived as a matter of law (for example, claims for indemnification under the California Labor Code), (ii) any Claims arising out of or relating to the Note, (iii) any Claims arising out of or related to the Indemnification Rights, or (iv) any Claims against the Company or its affiliates for normal salary and benefits owed to Stover which have been accrued in the ordinary course of business of the Company on or before the date hereof. The Parties each acknowledge and agree that the Note, the Indemnification Rights and the terms and conditions thereof are in full force and effect as of the date hereof. Further, the provisions of this Section 1 do not prevent Stover from filing a charge with or participating in an investigation by the U.S. Equal Employment Opportunity Commission (the “EEOC”); provided, however, that Stover hereby waives any right to receive any monetary award resulting from such a charge or investigation. The Parties intend for this release to be enforced to the fullest extent permitted by law.

2. General Release And Covenant Not To Sue (Company).

a. The Company, for itself and for and on behalf of the other Company Parties, hereby fully and without limitation releases, covenants not to sue, and forever discharges Stover and each of the other Stover Parties, both individually and collectively, from any and all Claims that the Company or any other Company Party now has, or may ever have, against Stover or any of the other Stover Parties arising out of, or related in any way to: (i) Stover’s status and rights as an employee of the Company or any of the other Company Parties, including the termination of the Employment Agreement; (ii) Stover’s status and

rights as a stockholder of the Company, including the sale of Company stock by Stover Parties to DelStaff LLC; (iii) Stover’s status and rights as a member and/or Chairman of the Board of the Directors of the Company or any of the other Company Parties; and (iv) any act, omission, or transaction with or related to Stover or any of the other Stover Parties occurring on or before the Effective Date. Furthermore, the Company, for itself and for and on behalf of the other Company Parties, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any of the Stover Parties based upon any matter purported to be released hereby.

b. Without limiting the foregoing, Stover understands and agrees that the foregoing release provisions waive and release Claims alleging breach of contract; fraud; misrepresentation; common counts; unfair competition; breach of fiduciary duty; defamation; infliction of emotional distress; and any other state or federal law, rule, or regulation.

c. The Company, for itself and for and on behalf of the other Company Parties, hereby acknowledges that it is aware of and familiar with the provisions of California Civil Code Section 1542, which provides as follows:

The Company, for itself and for and on behalf of each of the other Company Parties, hereby waives and relinquishes all rights and benefits which it or they may have under California Civil Code Section 1542 and any other law to the same or similar effect.

e. Notwithstanding anything herein to the contrary, the release provisions of this Section 2 shall not apply to (i) any Claims that may not be released or waived as a matter of law, (ii) any Claims arising out of or relating to the Note, or (iii) any Claims arising out of or related to the Indemnification Rights. The Parties each acknowledge and agree that the Note, the Indemnification Rights and the terms and conditions thereof are in full force and effect as of the date hereof. The Parties intend for this release to be enforced to the fullest extent permitted by law.

3. Representations and Warranties.

a. Stover represents and warrants that:

(i) he has not assigned or transferred any interest in any Claims that he has or may have against the Company or any of the other Company Parties;

(ii) no person, firm, or other entity has asserted, currently asserts, or to his knowledge will assert a lien or claim of lien with respect to this Agreement; and

(iii) he has not suffered any work-related injury while employed by the Company or any of the other Released Parties which has not been fully and finally resolved to his satisfaction, and accordingly he has not filed any unresolved, and does not intend to file any claim for workers’ compensation benefits.

Stover acknowledges that the Company has relied upon these representations. As a result, Stover agrees, covenants, and represents that the Company may, but is not obligated to, submit this Agreement to the Workers’ Compensation Appeals Board for approval as a full compromise and release as to any workers’ compensation claims in the event that Stover files such a claim.

b. The Company represents and warrants that:

(i) neither it nor any of its affiliates (other than Stover) has assigned or transferred any interest in any Claims that it has or may have against Stover or any of the Stover Parties; and

(ii) no person, firm, or other entity has asserted, currently asserts, or to its knowledge will assert a lien or claim of lien with respect to this Agreement.

The Company acknowledges that Stover has relied upon these representations.

5. Non-Admission Of Liability.

The Parties agree and acknowledge that this Agreement shall not be treated as an admission of liability or wrongdoing by either Party or any of the other Stover Parties or Company Parties at any time or for any purpose.

6. Non-Disparagement.

a. Stover agrees that he shall not make, and shall not directly or indirectly encourage any other person or entity to make, any statement, comment, or representation that has the tendency to disparage or defame the Company or any of the other Company Parties, or their respective business practices, products, services, officers, directors, employees, or general business reputation.

b. The Company agrees that neither it nor any affiliate of the Company (other than Stover) shall make, or directly or indirectly encourage any other person or entity to make, any statement, comment, or representation that has the tendency to disparage or defame Stover or any of the other Stover Parties, or their respective business practices, products, services, officers, directors, employees, or general business reputation.

7. Successors And Assigns.

Each Party agrees that he or it will not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement. Any such purported assignment, transfer, or

delegation shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, representatives, trustees, successors, attorneys, and permitted assigns. This Agreement shall also inure to the benefit of any Company Released Party and any Stover Released Party. This Agreement shall not benefit any other person or entity except as specifically enumerated in this Agreement.

8. Integration; Amendments and Waiver; Captions.

a. This Agreement constitutes an integrated written contract expressing the entire agreement of the Parties with respect to the subject matter hereof. There is no other agreement, written or oral, express or implied, between the Parties relating to the subject matter of this Agreement. This Agreement supersedes all other prior and contemporaneous agreements and statements, written or oral, express or implied, pertaining in any manner to the subject matter hereof.

b. This Agreement may not be amended except by an instrument in writing, signed by each of the Parties. No failure to exercise and no delay in exercising any right, remedy or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, remedy, or power under this Agreement preclude any other or further exercise thereof, or the exercise of any other right, remedy or power provided herein or by law or in equity.

c. The captions and section numbers in this Agreement are inserted for the reader’s convenience, and in no way define, limit, construe, or describe the scope or intent of the provisions of this Agreement.

9. Ambiguities.

The terms of this Agreement have been reviewed and negotiated by the Parties. Accordingly, the Parties expressly waive any common-law or statutory rule of construction that ambiguities should be construed against the drafter of this Agreement. The language of this Agreement shall be construed according to its fair meaning.

10. Choice Of Law.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, including all matters of construction, validity, performance, and enforcement, without regard to California’s rules regarding conflicts of law.

11. Severability.

If any provision of this Agreement, or its application to any person, place, or circumstance, is held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted by law, and the remainder of this Agreement and such provision as applied to other persons, places, and circumstances shall remain in full force and effect.

12. Arbitration.

All disputes or controversies between Stover or any of the other Stover Parties, on the one hand, and the Company or any of the other Company Parties, on the other hand, relating in any manner whatsoever to, or arising from, this Agreement or the terms hereof (“Arbitrable Claims”) shall be resolved by arbitration in San Francisco, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as amended (“AAA Commercial Rules”) and shall be decided by a single arbitrator selected by mutual agreement of the parties or otherwise decided in accordance with the AAA Commercial Rules if they cannot mutually agree on an arbitrator within thirty (30) days of the effective date of the notice initiating the arbitration. The fees of the arbitrator shall be split equally amongst the parties to the arbitration. The arbitrator shall have exclusive authority to resolve all Arbitrable Claims, including, but not limited to, whether any particular claim is arbitrable and whether all or any part of this Agreement is void or unenforceable. The final determination of the arbitrator shall be binding upon the parties. The claims subject to arbitration hereunder include, without limitation, contract claims, tort claims, as well as claims based on any federal, state, or local law, statute or regulation. The Parties understand and agree that this Section 12 constitutes an agreement to arbitrate disputes and will result in a waiver of the right to a trial by jury on any matters subject to arbitration pursuant to the terms hereof.

STOVER REPRESENTS THAT HE HAS READ THIS AGREEMENT AND FULLY UNDERSTANDS ALL OF ITS TERMS; THAT HE HAS EXECUTED THIS AGREEMENT WITHOUT COERCION OR DURESS OF ANY KIND; THAT HE HAS BEEN GIVEN THE OPPORTUNITY TO CONSIDER THIS AGREEMENT FOR 21 DAYS AND HEREBY WAIVES SUCH CONSIDERATION PERIOD; AND THAT HE HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL ABOUT THIS AGREEMENT TO THE EXTENT HE ELECTED TO DO SO.

THE COMPANY REPRESENTS THAT IT HAS READ THIS AGREEMENT AND FULLY UNDERSTANDS ALL OF ITS TERMS; THAT IT HAS EXECUTED THIS AGREEMENT WITHOUT COERCION OR DURESS OF ANY KIND; THAT IT HAS BEEN GIVEN THE OPPORTUNITY TO CONSIDER THIS AGREEMENT FOR 21 DAYS AND HEREBY WAIVES SUCH CONSIDERATION PERIOD; AND THAT IT HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL ABOUT THIS AGREEMENT TO THE EXTENT IT ELECTED TO DO SO.



Dated: June 29, 2007	/s/ W. Robert Stover
	W. ROBERT STOVER


Dated: June 29, 2007	WESTAFF, INC.
	/s/ Michael T. Willis
	Name:	Michael T. Willis
	Title:	President and Chief Executive Officer


Dated: June 28, 2007	WESTAFF (USA), INC.
	/s/ John P. Sanders
	Name:	John P. Sanders
	Title:	Senior Vice President and Chief Financial Officer

[Signature Page to Mutual General Release Agreement]

-----END PRIVACY-ENHANCED MESSAGE-----

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