DIVERSIFIED CORPORATE RESOURCES INC
EMPLOYMENT AGREEMENT - ANTHONY G. SCHMECK
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - ANTHONY G. SCHMECK
<TEXT>
<PAGE>

                                                                    Exhibit 10.2

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                             RE: ANTHONY G. SCHMECK

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is entered
into by and between Diversified Corporate Resources, Inc., a Texas Corporation
(herein referred to as the "Company" and Anthony G. Schmeck (herein referred to
as the "Executive").

                              W I T N E S S E T H:

     WHEREAS, the parties hereto previously entered into that certain Employment
Agreement Re: Anthony G. Schmeck dated as of September 16, 1999 (the "Prior
Agreement") and

     WHEREAS, this Agreement constitutes an amendment and restatement of the
Prior Agreement; and

     WHEREAS THE Company desires to continue to employ the Executive and the
Executive desires to be employed by the Company; and

     WHEREAS, the purpose of this document is to set forth the terms and
conditions of such employment.

     NOW THEREFORE, for and in consideration of the mutual advantages and
benefits accruing respectively to the parties hereto, the mutual promises
hereinafter made and the acts to be performed by the respective parties hereto,
the Company and the Executive do hereby contract and agree as follows:

     1. Employment. The Company hereby employs the Executive as the Chief
financial Officer, Secretary and Treasurer of the Company, and the Executive
hereby accepts such employment, to perform the duties and render services as
herein set forth. Such employment shall continue during the term of this
Agreement.


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     2. Term. Except in the case of earlier termination as herein specifically
provided, the Executive's employment with the Company pursuant to this Agreement
shall be for the period beginning November 1, 2001 and ending December 31, 2003
(the "Termination Date").

     3. Base Compensation. As base compensation for the services of Executive
during the term hereof, the Company shall pay the Executive a salary at an
annual rate to be fixed from time to time by the Board of Directors of the
Company but in no event less than $140,000.00 plus any additional compensation
which the Board of Directors of the Company may from time to time determine. The
Executive's salary hereunder shall be paid in equal semi-monthly installments
(subject to reduction for such payroll and withholding deductions as may be
required by law), and may be paid, in whole or in part, by one or more of the
subsidiaries (the "Subsidiaries") of the Company.

     In addition to the Executive's base salary, the Executive shall be entitled
to each of the following (at the Company's expenses unless otherwise indicated):
(a) the right to receive an annual bonus pursuant to such bonus plan(s) which
the Board of Directors of the Company may hereafter adopt with respect to the
Executive, (b) health insurance coverage now or hereafter in effect which shall
provide for payment of health, dental and related expenses incurred during the
term of this Agreement with respect to the Executive (including long-term
disability coverage paid for the Executive), the Executive's spouse or the
Executive's children, and which shall contain such benefits and options as shall
be made available to other executives of the Company and/or the Subsidiaries,
(c) the right to participate in any and all 401(k) plans and Section 125 plans
now in effect or hereafter adopted by the Company, (d) the right to participate
in any executive stock option plan which the Board of Directors of the Company
may hereafter adopt with respect to the Executive, (e) an automobile allowance
of $500 per month, (f) payment or reimbursement of monthly Country


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Club dues in the amount of $350.00 per month and (g) the right to all fringe
benefits generally made available to other executives and/or employees of the
Company.

     In addition to the foregoing, the Executive shall be entitled to (a) such
vacation leave as shall be permitted by the Company's standard policies, or (b)
if such standard policies provide for a lesser amount of vacation leave, minimum
annual vacation leave of fifteen (15) days per year with full pay, and thirty
(30) days per year of sick leave with full pay (this number of days of sick
leave may be extended if the Board of Directors of the Company approves).

     The Executive shall also be entitled to receive such fees and/or
compensation, if any, as shall be granted to the Executive by the Board of
Directors of the Company in connection with the Executive serving as a director
of the Company and or any of the subsidiaries of the Company.

     4. Duties and Services. During the term of this Agreement, the Executive
agrees to (a) do his utmost to enhance and develop the best interests and
welfare of the Company, (b) give his best efforts and skill to advancing and
promoting the growth and success of the Company, and (c) shall be responsible
for management, fiscal responsibilities and strategic planning and perform such
duties or render such services as the Board of Directors of the Company may,
from time to time, reasonably confer upon or impose on the Executive.
Executive's authority and responsibility in the Company shall at all times be
subject to the review and discretion of the Board of Directors, who shall have
the final authority to make decisions regarding the business of the Company. It
is understood that the Executive shall report directly to the Chairman of the
Board and Chief Executive Officer of the Company.

     5. Termination.

          a. The Company may terminate the Executive's employment pursuant to
     this Agreement at any time for "cause" as herein defined. The term "cause"
     shall solely mean any of the


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     following events set forth in this paragraph: (i) the Executive's
     conviction or plea of guilty to a crime involving moral turpitude, (ii) any
     will full acts of acts of dishonesty and theft or the will full violation
     of any law, rule or regulation (other than traffic violation or other minor
     offenses) on the part of the Executive which, in the opinion of the Board
     of Directors of the Company, is detrimental to the best interests of the
     Company. However, no act or failure to act on the Executive's part shall be
     considered will full or detrimental to the best interests of the Company
     unless done or omitted to be done in bad faith and without reasonable
     belief by the Executive that the action or omission was in the best
     interest of the Company and (iii) a will full, intentional and material
     violation by the Executive of any written policy of the Board of Directors
     of the Company which is not corrected within ninety (90) days after receipt
     by the Executive of a detailed written explanation from the Board of
     Directors of the Company. Any decision by the Board of Directors of the
     Company to terminate the Executive for cause must be approved by the
     favorable vote of seventy-five percent (75%) of all members of the Board of
     Directors of the Company excluding the Executive.

          b. The Company may terminate the Executive as an employee of the
     Company at any time during the term of this Agreement if a majority of all
     of the members of the Board of Directors of the Company approves a
     resolution authorizing such action and reflecting that such action is in
     the best interests of the Company. However, unless the Executive's
     employment is terminated for "cause" (as defined in paragraph 5(a)), any
     termination of the Executive's employment shall not terminate the Company's
     obligations to pay to the Executive the severance benefits as hereinafter
     set forth, or to comply with the other requirements of this Agreement.

          c. The Executive may terminate his employment with the Company at any
     time by giving ninety (90) days written notice to the Company.



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          d. The Executive's employment by the Company shall automatically
     terminate on the date of the Executive's death if the Executive dies during
     the term of this Agreement.

          e. If the Executive is incapacitated by an accident, sickness or
     otherwise, so as to render him mentally or physically incapable of
     performing the services required of him pursuant to this Agreement,
     Executive's employment by the Company shall terminate at such time as the
     Board of Directors of the Company determines (with at least seventy-five
     percent of the directors other than the Executive voting in favor) that the
     Executive is so disabled and that this Agreement should be terminated by
     reason of such disability. Notwithstanding the foregoing, the Executive
     shall have the right to contest any determination of disability by the
     Board of Directors of the Company. In the event that the Executive does
     contest such determination, such matter shall be resolved by arbitration
     pursuant to Section 13(c) of this Agreement.

     6. Severance and Other Payments.

          a. If the Executive's employment pursuant to this Agreement is
     terminated for "cause" (pursuant to paragraph 5(a)) or due to the death or
     disability (as determined pursuant to paragraph 5(e) of this Agreement) of
     the Executive, the Company shall not be obligated to pay or provide any
     severance compensation or benefits to the Executive.

          b. If the Executive ceases to be an employee of the Company (either
     during the term of this Agreement or at any time subsequent to the
     termination of this Agreement) for any reason other than pursuant to
     Paragraphs 5(a), 5(c) (except for a "Good Reason" termination by the
     Executive as defined below), 5(d) or 5(e) of this Agreement, the Company
     agrees to pay to the Executive an amount equal to the base compensation
     which would have been paid to the Executive during the period of time from
     the date of the termination of the Executive's employment with the Company
     for a period of twelve (12) months following the date the Executive ceases
     to be an


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     employee of the Company and the Subsidiaries (such time period is herein
     referred to as the "Severance Period"). In addition to the foregoing
     severance payment, the Executive and his family shall continue to
     participate in the Company's group health plan, at no cost to the
     Executive, during the Severance Period. Notwithstanding the foregoing, in
     the event of a Special Change in Control of the Company (as hereinafter
     defined) and if the Executive's employment with the Company is terminated
     for any reason other than Voluntary Termination (as hereinafter defined) or
     termination for cause as provided for herein during the twenty-four (24)
     month period beginning on the Effective Date of such Special Change in
     Control, (i) the Severance Period shall be extended by six (6) months so
     that the Severance Period shall be eighteen (18) months following the date
     the Executive ceases to be an employee of the Company and the Subsidiaries
     (such extended time period is herein referred to as the "Extended Severance
     Period"), and (ii) the payments to the Executive hereunder with respect to
     the Extended Severance Period shall be at such times and in such amounts as
     would have been paid to the Executive during the Extended Severance Period
     had the Executive's employment not been terminated.

          c. If the Executive's employment is terminated during the term of this
     Agreement, for any reason other than cause, the Executive (i) shall be
     entitled to receive a prorata share (based upon the number of months
     employed during the calendar year in which employment with the Company is
     terminated) of any bonus or incentive compensation which the Executive
     would otherwise have been entitled to receive had he remained employed for
     the entirety of the calendar year involved, and (ii) shall have twelve (12)
     months to exercise any stock options heretofore or hereafter granted to the
     Executive by the Board of Directors of the Company.

          d. Commencing in November, 2001 and during the time of Executive's
     employment with the Company and all of its subsidiaries, the Company shall
     fund a deferred


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     compensation program for the Executive in the amount of $1,200.00 per
     month. All funded pursuant to this deferred compensation arrangement shall
     be paid to the Executive, at the date of termination of the Executive's
     employment with the Company, in the manner anticipated by the deferred
     compensation program previously implemented by the Company for the
     Executive.

     Notwithstanding the foregoing, in the event of a Special Change in Control
of the Company (as hereinafter defined) and if the Executive's employment with
the Company terminates for any reason other than Voluntary Termination (as
hereinafter defined) or termination for cause as provided for herein during the
twenty-four (24) month period beginning on the Effective Date of such Special
Change in Control, the Company's obligation to fund the deferred compensation
program shall extend until the expiration of the Extended Severance Period.

     7. Working Conditions. The Company will provide the Executive with a
private office and secretarial services.

     8. Relocation. In the event that the Board of Directors of the Company
relocates the primary office of the Executive outside of the Dallas, Texas
metropolitan area, the Company shall pay all moving expenses of the Executive to
the place of the new office. Absent the written consent of the Executive, the
Company shall not relocate the primary office of the Executive to an office
location which is not the general corporate office of the Company.

     9. Travel and Entertainment. The Executive is authorized to incur
reasonable business expenses on behalf of the Company, including, but not by way
of limitation, expenditures of entertainment, gifts and travel; if any expenses
are of a kind or a cost in excess of the written policies established by the
Board of Directors of the Company, such expenses must be expressly authorized by
the Board of Directors of the Company. The Company agrees to reimburse the
Executive for all such expenses upon the Executive's presentation of an itemized
account of such expenditures. In


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addition to the foregoing, the Executive is entitled to incur, and to be
reimbursed by the Company, various and sundry fees, costs and expenses
(including, but not by way of limitation, fees and costs involved in attending
courses, seminars and continuing education sessions) in connection with the
Executive's position with the Company. These costs include the cost of
membership in and attendance at, meetings of one or more professional
organizations including, but not by way of limitation, the CEO Club.

     10. Non-Competition Agreement. In the event that the termination of
employment of the Executive pursuant to this Agreement is effectuated by the
Executive electing to terminate his employment pursuant to this Agreement, and
subject to the condition that the Company shall pay the severance compensation
as provided in Paragraph 6(b) of this Agreement, the Executive agrees that the
Executive shall not, for a one year period of time following the date of
termination of this Agreement, within Dallas, Dallas County, Texas or within a
radius of fifty (50) miles from any business location of the Company and its
subsidiaries in the continental United States on the Termination Date, enter
into or engage generally in direct competition with the Company either as an
individual on his own or as a partner or joint venturer, or as an employee or
agent for any person, or as an officer, director, shareholder or otherwise of
any entity other than the Company or an affiliate of the Company.

     11. Notices. All notices or other instruments or communications provided
for in this Agreement shall be in writing and signed by the party giving same
and shall be deemed properly given if delivered in person, including delivery by
overnight courier, or if sent by registered or certified United States mail,
postage pre-paid, addressed to such party at the address listed below. Each
party may, by notice to the other party, specify any other address for the
receipt of such


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notices, instruments or communications. Any notice, instrument or communication
sent by telegram shall be deemed properly given only when received by the person
to whom it is sent.

     12. Certain Conditions.

         a.    "Special Change in Control" means (i) any person or entity,
               including a "group" as defined in Section 13(d)(3) of the
               Securities Exchange Act of 1934, as amended (the "Exchange Act"),
               other than the Company, a majority-owned subsidiary thereof, or
               Executive and any affiliate of the Executive, becomes the
               beneficial owner (as defined pursuant to Schedule 13(d) under the
               Exchange Act) of the Company's securities having twenty-five
               percent (25%) or more of the combined voting power of the then
               outstanding securities of the Company that may be cast for the
               election of directors of the Company, or (ii) as the result of,
               or in connection with, any cash tender or exchange offer, merger
               or other business combination, sales of assets or contested
               election, or any combination of the foregoing transactions, less
               than a majority of the combined voting power of the then
               outstanding securities of the Company or any successor
               corporation or entity entitled to vote generally in the election
               of the directors of the Company, or such other corporation or
               entity after such transaction, are beneficially owned (as defined
               pursuant to Section 13(d) of the Exchange Act) in the aggregate
               by the holders of the Company's securities entitled to vote
               generally in the election of directors of the Company immediately
               prior to such transaction, or (iii) during any period of two
               consecutive years, individuals who at the


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               beginning of any such period constitute the Board of Directors of
               the Company cease for any reason to constitute at least a
               majority thereof, unless the election, or the nomination for
               election by the Company's shareholders, of each director of the
               Company first elected during such period was approved by a vote
               of at least two-thirds of the directors of the Company then still
               in office who were directors of the Company at the beginning of
               any such period.

         b.    The "Effective Date" of such Special Change in Control shall be
               the earlier of the date on which an event described in Section
               12(a) (i), (ii), or (iii) occurs, or if earlier, the date of the
               occurrence of (i) the approval by shareholders of an agreement by
               the Company, the consummation of which would result in an event
               described in Section 12(a) (i), (ii), or (iii), or (ii) the
               acquisition of beneficial ownership (as defined pursuant to
               Section 13(d) of the Exchange Act), directly or indirectly, by
               any entity, person or group (other than the Company, a
               majority-owed subsidiary of the Company, or the Executive and any
               affiliate of the Executive) of securities of the Company
               representing five percent (5%) or more of the combined voting
               power of the Company's outstanding securities, provided, however,
               that the events described in Section 12(b)(i) and (ii) will be
               considered the Effective Date of a Special Change in Control if
               they are followed within six (6) months by an event described in
               Section 12(a) (i), (ii), or (iii).



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         c.    "Voluntary Termination" shall mean Executive's resignation from
               the Company unless such resignation is for Good Reason. Good
               Reason shall mean the following (i) without Executive's express
               written consent, the assignment to Executive of any duties
               materially inconsistent with his position, duties,
               responsibilities and status (including his removal from the Board
               of Directors) with the Company, (ii) a reduction of Executive's
               base compensation and bonus compensation (other than a reduction
               in payments under the Company's incentive bonus program based on
               a reduction in net profits of the Company) to an amount that is
               greater than ten percent (10%) lower than such compensation,
               (iii) relocation of Executive's principal location of work to any
               location that is both (A) in excess of fifty (50) miles from the
               location of Executive's principal location of work, and (B) in
               excess of the sum of the distance from the Executive's principal
               residence to the location of the Executive's principal location
               of work plus fifty (50) miles, (iv) at the effective Date of a
               Special Change in Control the Company fails to 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 in form and
               substance reasonably satisfactory to the Executive, expressly to
               assume and agree to perform this Agreement in the same manner and
               to the same extent that the Company would be required to perform
               this Agreement if no such succession had taken place,


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               or (v) any material breach of this Agreement as in effect on the
               Effective Date of the Special Change in Control by the Company.

     13. Miscellaneous.

          a. Subject to the condition that this Agreement is not assignable by
     either party without the prior written consent of the other party, the
     terms and provisions of this Agreement shall inure to the benefit of, and
     shall be binding on, the parties hereto and their respective heirs,
     representatives, successors and assigns.

          b. This Agreement supersedes any other agreements, either oral or in
     writing, between the parties to this Agreement, with respect to the
     employment of the Executive by the Company. This Agreement contains the
     entire understanding of the parties and all of the covenants and agreement
     between the parties with respect to such employment. Any such prior
     agreements related to employment of the Executive by the Company are hereby
     terminated without obligation for any payments due thereunder, except for
     unpaid obligations which accrued and become payable prior to the
     termination of any such agreements.

          c. Any controversy between the parties to this Agreement involving the
     construction or application of any of the terms, covenants, or conditions
     of this Agreement (including, but not by way of limitation, the
     determination of any amounts payable under the terms of this Agreement)
     shall be submitted to arbitration if either party to this Agreement shall
     request arbitration by notice in writing to the other party. In such event,
     the parties to this Agreement shall, within thirty (30) days after this
     Paragraph 13(c) is invoked, both appoint one person as an arbitrator to
     hear and determine the dispute, and if such arbitrators shall be unable to
     agree within fifteen (15) days after selection of the second of the two,
     then the two arbitrators so chosen shall, within fifteen (15) days,


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     select a third impartial arbitrator whose decision shall be final and
     conclusive upon the parties to this Agreement. The decision of the third
     arbitrator shall be rendered within fifteen (15) days after selection. The
     individual parties expenses of the initial arbitration proceedings
     conducted pursuant to this Agreement shall be borne separately by each
     party to this Agreement; the expenses of a third arbitrator shall be borne
     equally by the Company and the Executive.

          d. In the event of any litigation between the parties related to the
     compliance with the terms and conditions of this Agreement, the parties
     hereto acknowledge and agree that such litigation proceedings must be held
     in Dallas County, Texas.

          e. This Agreement has been made under and shall be governed by the
     laws of the State of Texas.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the 1st day of November, 2001, but actually executed this ____
day of October, 2001.

                                      COMPANY:

                                      DIVERSIFIED CORPORATE RESOURCES, INC.

                                      By:
                                          --------------------------------------
                                          J. Michael Moore, Chairman of the
                                          Board and Chief Executive Officer

                                      Address:    12801 North Central Expressway
                                                  Suite 350
                                                  Dallas, TX  75243

                                      EXECUTIVE:

                                      ------------------------------------------
                                      Anthony G. Schmeck

                                      Address:    4005 Dove Creek Lane
                                                  Plano, Texas 75023



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