Exhibit 10.57 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of [SEE ATTACHED SCHEDULE A], is by and between SPHERION CORPORATION, a Delaware corporation (hereinafter referred to as the "COMPANY"), and [SEE ATTACHED SCHEDULE A] (hereinafter the "EXECUTIVE"). RECITALS A. The Executive currently serves as the Company's [SEE ATTACHED SCHEDULE A], and her services and knowledge are valuable to the Company in connection with the management of its business. B. The Company and the Executive are parties to that certain Employment Agreement dated [SEE ATTACHED SCHEDULE A] (the "PRIOR EMPLOYMENT AGREEMENT"). C. The Company and the Executive desire to terminate the Prior Employment Agreement (and any predecessor employment agreements) and to enter into this Agreement upon the terms and subject to the conditions hereinafter set forth. D. The Company desires to continue to employ the Executive and to enter into a new agreement embodying the terms of such employment. E. The Executive desires to continue the Executive's employment and to enter into a new agreement embodying the terms of such employment. AGREEMENTS NOW, THEREFORE, to induce the Executive to remain in the employ of the Company and its subsidiaries, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows: 1. EMPLOYMENT. During the Term of Employment (as defined in Section 2 hereof), the Executive shall serve as [SEE ATTACHED SCHEDULE A]. The Executive shall perform and assume all duties and responsibilities customary to such position and shall devote all of her business time and energies thereto. In carrying out such duties and responsibilities, the Executive shall report to, and be subject to the direction of, the [SEE ATTACHED SCHEDULE A] and the Board of Directors of the Company (the "BOARD"). 2. TERM. The Term of Employment under this Agreement shall commence as of the date of this Agreement and shall continue at the will of the Company and the Executive (the "TERM OF
EMPLOYMENT"). Either party may terminate the Executive's employment at any time and for any reason. 3. BASE SALARY. The Company shall pay the Executive, in accordance with the Company's regular payroll practices applicable to salaried employees, an annualized base salary at the rate in effect on the date of this Agreement, as the same may from time to time be increased or decreased at the sole discretion of the Compensation Committee of the Board (the "COMPENSATION COMMITTEE").
EMPLOYMENT"). Either party may terminate the Executive's employment at any time and for any reason. 3. BASE SALARY. The Company shall pay the Executive, in accordance with the Company's regular payroll practices applicable to salaried employees, an annualized base salary at the rate in effect on the date of this Agreement, as the same may from time to time be increased or decreased at the sole discretion of the Compensation Committee of the Board (the "COMPENSATION COMMITTEE"). 4. INCENTIVE AWARDS. a) The Executive shall participate in the Company's annual incentive plan for senior-level executives as in effect from time to time, subject to the performance standards set by the Compensation Committee. Payment of any annual incentive award shall be made at the same time that such awards are paid to other senior-level executives of the Company. The Executive's annual incentive award target shall be set by the Compensation Committee. b) The Executive shall be eligible to receive grants under the Company's long-term incentive plans as in effect from time to time; provided, however, that the size, type and other terms and conditions of any such grant to the Executive shall be determined by the Compensation Committee. 5. BENEFITS, FRINGES AND PERQUISITES. The Executive shall be entitled to participate in all employee pension and welfare benefit, fringe benefit and perquisite plans and programs made available to the Company's senior-level executives as in effect from time to time. 6. VACATION. The Executive shall be entitled to vacation in accordance with the Company's vacation policy applicable to its senior-level executives. Vacations shall be arranged in order that they not materially interfere with the normal functioning of the Company's business activities or the performance of the Executive's duties hereunder. 7. BUSINESS EXPENSES. The Company shall reimburse the Executive for any ordinary, necessary and reasonable business expenses that the Executive incurs in connection with the performance of her duties under this Agreement, in accordance with the Company's policy regarding the reimbursement of business expenses. 8. TERMINATION OF EMPLOYMENT. a) DEATH OR DISABILITY. The Executive's employment shall terminate upon the Executive's Death, and Company may terminate the Executive's employment due to Disability 2
(as defined herein). If, during the Term of Employment, the Executive's employment is terminated due to Death or Disability, the Executive (or Executive's estate or legal representative, as the case may be) shall be entitled to receive: i) Executive's base salary through the date of such termination of employment (the "TERMINATION DATE") at the rate in effect at the time thereof; ii) an amount, payable at the same time that annual incentive awards for the year in which the Executive's employment so terminates are paid to senior-level executives of the Company, equal to the product of the Executive's annual incentive award target for such year and a fraction, the numerator of which is the number of days in such year through the date of such termination of employment, and the denominator of which is 365; provided, however, that no such amount shall be paid to the Executive (or to Executive's estate or legal
(as defined herein). If, during the Term of Employment, the Executive's employment is terminated due to Death or Disability, the Executive (or Executive's estate or legal representative, as the case may be) shall be entitled to receive: i) Executive's base salary through the date of such termination of employment (the "TERMINATION DATE") at the rate in effect at the time thereof; ii) an amount, payable at the same time that annual incentive awards for the year in which the Executive's employment so terminates are paid to senior-level executives of the Company, equal to the product of the Executive's annual incentive award target for such year and a fraction, the numerator of which is the number of days in such year through the date of such termination of employment, and the denominator of which is 365; provided, however, that no such amount shall be paid to the Executive (or to Executive's estate or legal representative, as the case may be) if annual incentive awards for such year are not paid to senior-level executives of the Company generally; iii) reimbursement for expenses incurred by the Executive in accordance with the Company's policy but not reimbursed prior to the date of such termination of employment; iv) any vested deferred base salary and annual incentive awards (including, without limitation, interest or other credits on such deferred amounts); and v) any other compensation or benefits that may be owed or provided to the Executive in accordance with the terms and conditions of any applicable plans and programs of the Company. For purposes of this Agreement, "DISABILITY" shall mean the Executive's inability, by reason of illness or other physical or mental disability, to perform the principal duties required by the position held by the Executive at the inception of such illness or disability, for any consecutive 180-day period. A determination of Disability shall be subject to the certification of a qualified medical doctor agreed to by the Company and the Executive or, in the Executive's incapacity to designate a doctor, the Executive's legal representative. If the Company and the Executive cannot agree on the designation of a doctor, then each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor, and the third doctor shall make the determination as to Disability. b) FOR CAUSE. The Company may terminate the Executive's employment for Cause (as defined herein) if the Board determines that Cause exists and serves written notice of such termination to the Executive. If, during the Term of Employment, the Company terminates the Executive's employment for Cause, all of the Executive's annual incentive awards, long-term incentive awards, stock options and other stock or long-term incentive grants which are not then vested or not then exercisable shall be canceled as of the date of the Board's written notice of termination, and the Executive shall be entitled to receive: i) Executive's base salary through the date of such termination of employment at the rate in effect at the time thereof; 3
ii) reimbursement for expenses incurred by the Executive in accordance with the Company's policy but not reimbursed prior to the date of such termination of employment; iii) any vested deferred base salary and vested annual incentive awards (including, without limitation, interest or other credits on such deferred amounts but not including unvested annual incentive awards or amounts payable for the year in which the Board's written notice of termination for Cause is made, or unvested annual incentive awards or amounts payable after the Board's written notice of termination for Cause is made); and iv) any other compensation or benefits that may be owed or provided to the Executive in accordance with the terms and conditions of any applicable plans and programs of the Company. The Executive shall be entitled to receive no other compensation or benefits, whether pursuant to this Agreement or otherwise, except as and to the extent required by law.
ii) reimbursement for expenses incurred by the Executive in accordance with the Company's policy but not reimbursed prior to the date of such termination of employment; iii) any vested deferred base salary and vested annual incentive awards (including, without limitation, interest or other credits on such deferred amounts but not including unvested annual incentive awards or amounts payable for the year in which the Board's written notice of termination for Cause is made, or unvested annual incentive awards or amounts payable after the Board's written notice of termination for Cause is made); and iv) any other compensation or benefits that may be owed or provided to the Executive in accordance with the terms and conditions of any applicable plans and programs of the Company. The Executive shall be entitled to receive no other compensation or benefits, whether pursuant to this Agreement or otherwise, except as and to the extent required by law. For purposes of this Agreement, "CAUSE" shall mean one or more of the following: (I) the material violation of any of the terms and conditions of this Agreement or any written agreements the Executive may from time to time have with the Company (after 30 days following written notice from the Board specifying such material violation and Executive's failure to cure or remedy such material violation within such 30day period); (II) inattention to or failure to perform Executive's assigned duties and responsibilities competently for any reason other than due to Disability (after 30 days following written notice from the Board specifying such inattention or failure, and Executive's failure to cure or remedy such inattention or failure within such 30-day period); (III) engaging in activities or conduct injurious to the reputation of the Company or its affiliates including, without limitation, engaging in immoral acts which become public information or repeatedly conveying to one person, or conveying to an assembled public group, negative information concerning the Company or its affiliates; (IV) commission of an act of dishonesty, including, but not limited to, misappropriation of funds or any property of the Company; (V) commission by the Executive of an act which constitutes a misdemeanor (involving an act of moral turpitude) or a felony; (VI) the material violation of any of the Policies referred to in Section 9 hereof (after 30 days following written notice from the Board specifying such failure, and the 4
Executive's failure to cure or remedy such inattention or failure within such 30-day period); (VII) refusal to perform the Executive's assigned duties and responsibilities or other insubordination (after 30 days following written notice from the Board specifying such refusal or insubordination, and the Executive's failure to cure or remedy such refusal or insubordination within such 30-day period); or (VIII) unsatisfactory performance of duties by the Executive as a result of alcohol or drug use by the Executive. c) WITHOUT CAUSE. The Company may terminate the Executive's employment without Cause. If, during the Term of Employment, the Company terminates the Executive's employment without Cause, other than due to Disability, then in lieu of any amount otherwise payable under this Agreement, or as damages for termination of Executive's employment without Cause, the Executive shall be entitled to receive: i) A cash severance payment (reduced by any applicable payroll or other taxes required to be withheld) equal to one and one-half (1.5) (the "MULTIPLIER") times the sum of the Executive's annual salary for the current year plus her annual incentive award target for the current year (the "SEVERANCE PAYMENT"). However, should Executive's
Executive's failure to cure or remedy such inattention or failure within such 30-day period); (VII) refusal to perform the Executive's assigned duties and responsibilities or other insubordination (after 30 days following written notice from the Board specifying such refusal or insubordination, and the Executive's failure to cure or remedy such refusal or insubordination within such 30-day period); or (VIII) unsatisfactory performance of duties by the Executive as a result of alcohol or drug use by the Executive. c) WITHOUT CAUSE. The Company may terminate the Executive's employment without Cause. If, during the Term of Employment, the Company terminates the Executive's employment without Cause, other than due to Disability, then in lieu of any amount otherwise payable under this Agreement, or as damages for termination of Executive's employment without Cause, the Executive shall be entitled to receive: i) A cash severance payment (reduced by any applicable payroll or other taxes required to be withheld) equal to one and one-half (1.5) (the "MULTIPLIER") times the sum of the Executive's annual salary for the current year plus her annual incentive award target for the current year (the "SEVERANCE PAYMENT"). However, should Executive's employment be terminated without Cause prior to April 10, 2002, the Multiplier shall be reduced to one (1.0). The Severance Payment shall be payable in twelve equal, monthly installments beginning within thirty (30) days of the date of the Board's written notice of termination without Cause. If the notice of termination is given prior to the determination of the Executive's salary or annual incentive award target for the year in which the notice of termination is given, then the amounts shall be based on the annual salary for the prior year and the greater of the annual incentive award target for the prior year or the actual annual incentive award earned by the Executive for the prior year. The current year shall be (A) for purposes of determining the Executive's annual salary, the year then generally used by the Company for setting salaries for senior-level executives (currently April 1 through the following March 31), and (B) for purposes of determining annual incentive award targets, the fiscal year then generally used by the Company for setting annual incentive award targets for senior-level executives, in which the Board gives the Executive written notice of termination, and the prior year shall be the twelve-month period immediately preceding the current year; ii) Reimbursement for expenses incurred by the Executive in accordance with the Company's policy but not reimbursed prior to the date of such termination of employment; iii) Any vested deferred base salary and annual incentive awards (including, without limitation, interest or other credits on such deferred amounts); iv) Any other compensation or benefits that may be owed or provided to the Executive in accordance with the terms and conditions of any applicable plans and programs of the Company; 5
v) This Section 8(c)(v) is intentionally omitted; vi) This Section 8(c)(vi) is intentionally omitted; and vii) The immediate and full satisfaction of any vesting or service requirements with respect to any employee stock options, restricted stock or deferred stock units (or other stock awards) previously granted to the Executive and then outstanding. The initial and continued payment of the Severance Payment as well as all other payments and benefits provided by the Company to the Executive under this Agreement shall be conditioned on the following: (i) Executive's continued compliance with the non-competition and confidentiality provisions provided herein; (ii) the Executive's execution of a full release and settlement of any and all claims against the Company; and (iii) the Executive's execution of a non-disparagement agreement and continued compliance therewith. d) VOLUNTARY TERMINATION. If, during the Term of Employment, the Executive terminates her employment other than due to Retirement, the Executive shall be entitled to receive:
v) This Section 8(c)(v) is intentionally omitted; vi) This Section 8(c)(vi) is intentionally omitted; and vii) The immediate and full satisfaction of any vesting or service requirements with respect to any employee stock options, restricted stock or deferred stock units (or other stock awards) previously granted to the Executive and then outstanding. The initial and continued payment of the Severance Payment as well as all other payments and benefits provided by the Company to the Executive under this Agreement shall be conditioned on the following: (i) Executive's continued compliance with the non-competition and confidentiality provisions provided herein; (ii) the Executive's execution of a full release and settlement of any and all claims against the Company; and (iii) the Executive's execution of a non-disparagement agreement and continued compliance therewith. d) VOLUNTARY TERMINATION. If, during the Term of Employment, the Executive terminates her employment other than due to Retirement, the Executive shall be entitled to receive: i) Executive's base salary through the date of such termination of employment at the rate in effect at the time thereof; ii) reimbursement for expenses incurred by the Executive in accordance with the Company's policy but not reimbursed prior to the date of such termination of employment; iii) any vested deferred base salary and annual incentive awards (including, without limitation, interest or other credits on such deferred amounts); and iv) no other compensation or benefits except as and to the extent required by law. e) INELIGIBILITY FOR SEVERANCE PLAN PAYMENTS. Anything in this Agreement to the contrary notwithstanding, Executive shall not be entitled to any payment under any of the Company's severance plans, programs or arrangements. 9. COMPANY POLICIES. The Executive shall strictly follow and adhere to all written policies of the Company which are not inconsistent with this Agreement or applicable law including, without limitation, securities laws compliance (including, without limitation, use or disclosure of material nonpublic information, restrictions on sales of Company stock, and reporting requirements), conflicts of interest (including, without limitation, doing business with the Company or its affiliates without the prior approval of the Board), and employee harassment. 6
10. CONFIDENTIALITY. The Executive will not at any time (whether during or after Executive's employment with the Company) disclose or use for Executive's own benefit or purposes, or for the benefit or purpose of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, any trade secrets, information, data, or other confidential information relating to customers, employees, job applicants, services, development programs, prices, costs, marketing, trading, investment, sales activities, promotion, processes, systems, credit and financial data, financing methods, plans, proprietary computer software, request for proposal documents, or the business and affairs of the Company generally, or of any affiliate of the Company; provided, however, that the foregoing shall not apply to information which is generally known to the industry or the public other than as a result of the Executive's breach of this covenant. The Executive agrees that upon termination of her employment with the Company for any reason, she will return to the Company immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom (whether in written, printed or electronic form), in any way relating to the business of the Company and its affiliates.
10. CONFIDENTIALITY. The Executive will not at any time (whether during or after Executive's employment with the Company) disclose or use for Executive's own benefit or purposes, or for the benefit or purpose of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, any trade secrets, information, data, or other confidential information relating to customers, employees, job applicants, services, development programs, prices, costs, marketing, trading, investment, sales activities, promotion, processes, systems, credit and financial data, financing methods, plans, proprietary computer software, request for proposal documents, or the business and affairs of the Company generally, or of any affiliate of the Company; provided, however, that the foregoing shall not apply to information which is generally known to the industry or the public other than as a result of the Executive's breach of this covenant. The Executive agrees that upon termination of her employment with the Company for any reason, she will return to the Company immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom (whether in written, printed or electronic form), in any way relating to the business of the Company and its affiliates. The Executive acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of this Section would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. 11. COVENANT NOT TO COMPETE. a) IN GENERAL. The Executive agrees that during Executive's employment with the Company and for a period of one (1) year after the termination of such employment for whatever reason (the "NON-COMPETE PERIOD"), she shall not, anywhere in the United States: i) act as an employee, director, consultant, partner, principal, agent, representative, owner or stockholder (other than as a stockholder of less than a one percent (1%) equity interest) for (1) any public company that derives any revenue from any business line in which the Company derives $25 million or more in annualized revenues as of the Termination Date or from the principal business line in which the Executive was directly involved immediately prior to the Termination Date (collectively, the "BUSINESS LINES") or (2) any private company that derives $25 million or more in annualized revenues from any combination of one or more of the Business Lines; ii) solicit business from, or perform services for, or induce others to perform services for, any company or other business entity which at any time during the one (1) year period immediately preceding the Termination Date was a client of the Company or its affiliates; or 7
iii) offer, or cause to be offered, employment with any business, whether in corporate, proprietorship, or partnership form or otherwise, either on a full-time, part-time or consulting basis, to any person who was employed by the Company or its affiliates or for whom the Company or its affiliates performed outplacement services, in either case at any time during the one (1) year period immediately preceding the Termination Date. iv) For purposes of this Agreement, affiliates of the Company include subsidiaries 50% or more owned by the Company and the Company's franchisees and licensees. b) CONSIDERATION. The consideration for the foregoing covenant not to compete, the sufficiency of which is hereby acknowledged, is the Company's agreement to employ the Executive and provide compensation and benefits pursuant to this Agreement. c) EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of this Section would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened
iii) offer, or cause to be offered, employment with any business, whether in corporate, proprietorship, or partnership form or otherwise, either on a full-time, part-time or consulting basis, to any person who was employed by the Company or its affiliates or for whom the Company or its affiliates performed outplacement services, in either case at any time during the one (1) year period immediately preceding the Termination Date. iv) For purposes of this Agreement, affiliates of the Company include subsidiaries 50% or more owned by the Company and the Company's franchisees and licensees. b) CONSIDERATION. The consideration for the foregoing covenant not to compete, the sufficiency of which is hereby acknowledged, is the Company's agreement to employ the Executive and provide compensation and benefits pursuant to this Agreement. c) EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of this Section would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. d) REFORMATION. If the foregoing covenant not to compete would otherwise be determined invalid or unenforceable by a court of competent jurisdiction, such court shall exercise its discretion in reforming the provisions of this Section to the end that the Executive be subject to a covenant not to compete, reasonable under the circumstances, enforceable by the Company. 12. COMPANY POLICIES, PLANS AND PROGRAMS. Whenever any rights under this Agreement depend on the terms of a policy, plan or program established or maintained by the Company, any determination of these rights shall be made on the basis of the policy, plan or program in effect at the time as of which the determination is made. No reference in this Agreement to any policy, plan or program established or maintained by the Company shall preclude the Company from prospectively or retroactively changing or amending or terminating that policy, plan or program or adopting a new policy, plan or program in lieu of the then-existing policy, plan or program. 13. BINDING AGREEMENT; SUCCESSORS. a) This Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. For purposes of this Agreement, 8
"Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid. b) This Agreement shall be binding up and shall inure to the benefit of the Executive and the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, beneficiaries, devises and legatees. If the Executive should die while any amounts are payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, beneficiary or other designee or, if there be no such designee, to the Executive's estate. 14. CHANGE IN CONTROL AGREEMENTS. Simultaneously with the execution and delivery of this Agreement, the Company and the Executive have executed and delivered a Change In Control Agreement ("C-I-C AGREEMENT"), which applies under the circumstances and during the period described therein. If circumstances arise which cause both the C-I-C Agreement and this
"Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid. b) This Agreement shall be binding up and shall inure to the benefit of the Executive and the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, beneficiaries, devises and legatees. If the Executive should die while any amounts are payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, beneficiary or other designee or, if there be no such designee, to the Executive's estate. 14. CHANGE IN CONTROL AGREEMENTS. Simultaneously with the execution and delivery of this Agreement, the Company and the Executive have executed and delivered a Change In Control Agreement ("C-I-C AGREEMENT"), which applies under the circumstances and during the period described therein. If circumstances arise which cause both the C-I-C Agreement and this Agreement to apply to the Company and the Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the C-I-C Agreement, the terms of the C-I-C Agreement alone shall apply. However, if the C-I-C Agreement does not apply (as, for example, if there is no Change in Control as described therein, or the C-I-C Agreement has expired, or the C-I-C Agreement simply does not apply), then the provisions of this Agreement shall control and be unaffected by the C-I-C Agreement. 15. NOTICES. For the purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered by hand, (ii) on the date of transmission, if delivered by confirmed facsimile, (iii) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (iv) on the third business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive:
If to the Company: Spherion Corporation 2050 Spectrum Boulevard Fort Lauderdale, Florida 33309 Attention: Chief Executive Officer 9
or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 16. GOVERNING LAW. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Florida, without regard to principles of conflicts of laws. 17. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the C-I-C Agreement contain the entire agreement between the parties concerning the subject matter hereof and supersede all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect to the subject matter hereof. No
or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 16. GOVERNING LAW. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Florida, without regard to principles of conflicts of laws. 17. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the C-I-C Agreement contain the entire agreement between the parties concerning the subject matter hereof and supersede all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect to the subject matter hereof. No provisions of this Agreement may be amended, modified, waived or discharged unless such amendment, waiver, modification or discharge is agreed to in writing signed by the Executive and the Company. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. 18. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which will constitute one and the same instrument. 19. NON-ASSIGNABILITY. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 13. Without limiting the foregoing, the Executive's right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by her will or trust or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this paragraph the Company shall have no liability to pay any amount so attempted to be assigned or transferred. 20. RESOLUTION OF DISPUTES. a) The parties shall submit any claim, demand, dispute, charge or cause of action (in any such case, a "CLAIM") arising out of, in connection with, or relating to this Agreement to binding arbitration in conformance with the J*A*M*S/ENDISPUTE Streamlined Arbitration Rules and Procedures or the J*A*M*S/ENDISPUTE Comprehensive Arbitration Rules and Procedures, as applicable, but expressly excluding Rule 28 of the J*A*M*S/ ENDISPUTE Streamlined Rules and Rule 32 of the J*A*M*S/ENDISPUTE Comprehensive Rules, as the case may be. All arbitration procedures shall be held in Fort Lauderdale, Florida and shall be subject to the choice of law provisions set forth in Section 16 of this Agreement. 10
b) In the event of any dispute arising out of or relating to this Agreement for which any party is seeking injunctive relief, specific performance or other equitable relief, such matter may be resolved by litigation. Accordingly, the parties shall submit such matter to the exclusive jurisdiction of the United States District Court for the Southern District of Florida or, if jurisdiction is not available therein, any other court located in Broward County, Florida, and hereby waive any and all objections to such jurisdiction or venue that they may have. Each party agrees that process may be served upon such party in any manner authorized under the laws of the United States or Florida, and waives any objections that such party may otherwise have to such process. 21. NO SETOFF. The Company shall have no right of setoff or counterclaim in respect of any claim, debt or obligation against any payment provided for in this Agreement.
b) In the event of any dispute arising out of or relating to this Agreement for which any party is seeking injunctive relief, specific performance or other equitable relief, such matter may be resolved by litigation. Accordingly, the parties shall submit such matter to the exclusive jurisdiction of the United States District Court for the Southern District of Florida or, if jurisdiction is not available therein, any other court located in Broward County, Florida, and hereby waive any and all objections to such jurisdiction or venue that they may have. Each party agrees that process may be served upon such party in any manner authorized under the laws of the United States or Florida, and waives any objections that such party may otherwise have to such process. 21. NO SETOFF. The Company shall have no right of setoff or counterclaim in respect of any claim, debt or obligation against any payment provided for in this Agreement. 22. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries or successors and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company or any of its subsidiaries or successors. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its subsidiaries shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement. 23. WITHHOLDING. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as are required to be withheld (with respect to amounts payable hereunder or under any benefit plan or arrangement maintained by the Company) pursuant to any applicable law or regulation. 24. INVALIDITY OF PROVISIONS. In the event that any provision of this Agreement is adjudicated to be invalid or unenforceable under applicable law in any jurisdiction, the validity or enforceability of the remaining provisions thereof shall be unaffected as to such jurisdiction and such adjudication shall not affect the validity or enforceability of such provision in any other jurisdiction. To the extent that any provision of this Agreement is adjudicated to be invalid or unenforceable because it is overbroad, that provision shall not be void but rather shall be limited to the extent required by applicable law and enforced as so limited. The parties expressly acknowledge and agree that Sections 11 and 24 are reasonable in view of the parties' respective interests. 11
25. NON-WAIVER OF RIGHTS. The failure by the Company or the Executive to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement, or any part hereof, or the right of the Company or the Executive thereafter to enforce each and every provision in accordance with the terms of this Agreement. PLEASE NOTE: BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING THAT THE EXECUTIVE (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY QUESTIONS THE EXECUTIVE HAS ABOUT THE AGREEMENT AND HAS RECEIVED SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS THE EXECUTIVE'S RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT.
25. NON-WAIVER OF RIGHTS. The failure by the Company or the Executive to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement, or any part hereof, or the right of the Company or the Executive thereafter to enforce each and every provision in accordance with the terms of this Agreement. PLEASE NOTE: BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING THAT THE EXECUTIVE (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY QUESTIONS THE EXECUTIVE HAS ABOUT THE AGREEMENT AND HAS RECEIVED SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS THE EXECUTIVE'S RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT. THIS AGREEMENT IN SECTION 20 CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. [signatures appear on the following page] 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth. SPHERION CORPORATION By: Name: Title: EXECUTIVE By: Name: 13
SCHEDULE A
DATE OF EXECUTIVE'S EXECUTIVE'S EMPLOYMENT EXECUTIVE'S EXECUTIVE NAME AGREEMENT POSITION REPORTS TO: --------------------------------------------------------------------------------------Archer, Eric May 7, 2001 President, Chief Operating Professional Officer Recruiting Group Bourke, Peter T. May 7, 2001 President, Outsourcing Group Vice President and Chief Information Chief Operating Officer Chief Financial Officer
Cormany, Douglas P.
May 10, 2001
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth. SPHERION CORPORATION By: Name: Title: EXECUTIVE By: Name: 13
SCHEDULE A
DATE OF EXECUTIVE'S EXECUTIVE'S EMPLOYMENT EXECUTIVE'S EXECUTIVE NAME AGREEMENT POSITION REPORTS TO: --------------------------------------------------------------------------------------Archer, Eric May 7, 2001 President, Chief Operating Professional Officer Recruiting Group Bourke, Peter T. May 7, 2001 President, Outsourcing Group Vice President and Chief Information Officer Senior Vice President, Sales & Marketing, Staffing Group General Counsel, Vice President and Secretary President, Deposition Services Chief Operating Officer Chief Financial Officer
Cormany, Douglas P.
May 10, 2001
Grissom, Robert W
July 3, 2001
Chief Operating Officer
Iglesias, Lisa
May 7, 2001
Chief Executive Officer President, Professional Recruiting Group Chief Operating Officer Chief Operating Officer
Mazares, Greg
May 7, 2001
Mincey, Wayne
July 3, 2001
President, Technology Group President, Human Capital Consulting Group President, Staffing Group Vice President, Strategic Alliances, Outsourcing Group Vice President, Business Services Vice President, Global Marketing
Morgan, Robert
May 7, 2001
Peck, Gary
May 7, 2001
Chief Operating Officer President, Outsourcing Group
Russo, Shannon W.
May 7, 2001
Smith, Mark
May 7, 2001
Chief Financial Officer Chief Operating Officer
Wahby, Janet
August 1, 2001
SCHEDULE A
DATE OF EXECUTIVE'S EXECUTIVE'S EMPLOYMENT EXECUTIVE'S EXECUTIVE NAME AGREEMENT POSITION REPORTS TO: --------------------------------------------------------------------------------------Archer, Eric May 7, 2001 President, Chief Operating Professional Officer Recruiting Group Bourke, Peter T. May 7, 2001 President, Outsourcing Group Vice President and Chief Information Officer Senior Vice President, Sales & Marketing, Staffing Group General Counsel, Vice President and Secretary President, Deposition Services Chief Operating Officer Chief Financial Officer
Cormany, Douglas P.
May 10, 2001
Grissom, Robert W
July 3, 2001
Chief Operating Officer
Iglesias, Lisa
May 7, 2001
Chief Executive Officer President, Professional Recruiting Group Chief Operating Officer Chief Operating Officer
Mazares, Greg
May 7, 2001
Mincey, Wayne
July 3, 2001
President, Technology Group President, Human Capital Consulting Group President, Staffing Group Vice President, Strategic Alliances, Outsourcing Group Vice President, Business Services Vice President, Global Marketing
Morgan, Robert
May 7, 2001
Peck, Gary
May 7, 2001
Chief Operating Officer President, Outsourcing Group
Russo, Shannon W.
May 7, 2001
Smith, Mark
May 7, 2001
Chief Financial Officer Chief Operating Officer
Wahby, Janet
August 1, 2001
14
Exhibit 10.58 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated as of the [SEE ATTACHED SCHEDULE A], is by and between SPHERION CORPORATION, a Delaware corporation (hereinafter referred to as the "COMPANY"), and [SEE ATTACHED SCHEDULE A] (hereinafter the "EXECUTIVE"). RECITALS A. The Board of Directors of the Company (the "BOARD") considers it essential to the best interests of the Company and its stockholders that its key management personnel be encouraged to remain with the Company and its subsidiaries and to continue to devote full attention to the Company's business in the event that any third person expresses its intention to complete a possible business combination with the Company, or in taking any
Exhibit 10.58 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated as of the [SEE ATTACHED SCHEDULE A], is by and between SPHERION CORPORATION, a Delaware corporation (hereinafter referred to as the "COMPANY"), and [SEE ATTACHED SCHEDULE A] (hereinafter the "EXECUTIVE"). RECITALS A. The Board of Directors of the Company (the "BOARD") considers it essential to the best interests of the Company and its stockholders that its key management personnel be encouraged to remain with the Company and its subsidiaries and to continue to devote full attention to the Company's business in the event that any third person expresses its intention to complete a possible business combination with the Company, or in taking any other action which could result in a "CHANGE IN CONTROL" (as defined herein) of the Company. In this connection, the Board recognizes that the possibility of a Change in Control and the uncertainty and questions which it may raise among management may result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders. The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company's management to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a Change in Control of the Company. B. The Executive currently serves as the Company's [SEE ATTACHED SCHEDULE A], and her services and knowledge are valuable to the Company in connection with the management of its business. C. The Board believes the Executive has made and is expected to continue to make valuable contributions to the productivity and profitability of the Company and its subsidiaries. Should the Company receive a proposal from a third person concerning a possible business combination or any other action which could result in a Change in Control, in addition to the Executive's regular duties, the Executive may be called upon to assist in the assessment of such proposal, advise management and the Board as to whether such proposal would be in the best interests of the Company and its stockholders, and to take such other actions as the Board might determine to be necessary or appropriate. D. Should the Company receive any proposal from a third person concerning a possible business combination or any other action which could result in a change in control of the Company, the Board believes it imperative that the Company and the Board be able to rely upon the Executive to continue in her position, and that the Company and the Board be able to receive and rely upon her advice, if so requested, as to the best interests of the Company and its stockholders without concern that she might be distracted by the personal uncertainties and risks created by such a proposal, and to encourage Executive's full attention and dedication to the Company. E. The Company and the Executive are parties to that certain Change in Control Agreement dated [SEE ATTACHED SCHEDULE A] (the "PRIOR CIC AGREEMENT").
F. The Company and the Executive desire to terminate the Prior CIC Agreement (and any predecessor change in control agreements) and to enter into this Agreement upon the terms and subject to the conditions hereinafter set forth. TERMS AND CONDITIONS NOW, THEREFORE, to assure the Company and its subsidiaries that it will have the continued, undivided attention, dedication and services of the Executive and the availability of the Executive's advice and counsel notwithstanding the possibility, threat or occurrence of a Change in Control of the Company, and to induce the Executive to remain in the employ of the Company and its subsidiaries, and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows.
F. The Company and the Executive desire to terminate the Prior CIC Agreement (and any predecessor change in control agreements) and to enter into this Agreement upon the terms and subject to the conditions hereinafter set forth. TERMS AND CONDITIONS NOW, THEREFORE, to assure the Company and its subsidiaries that it will have the continued, undivided attention, dedication and services of the Executive and the availability of the Executive's advice and counsel notwithstanding the possibility, threat or occurrence of a Change in Control of the Company, and to induce the Executive to remain in the employ of the Company and its subsidiaries, and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows. 1. CHANGE IN CONTROL (a) For purposes of this Agreement, a "CHANGE IN CONTROL" of the Company shall be deemed to have occurred upon (i) the acquisition at any time by a "PERSON" or "GROUP" (as that term is used in Sections 13 (d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) (excluding, for this purpose, the Company or any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to such securities, or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities representing 25% or more of the combined voting power in the election of directors of the then-outstanding securities of the Company or any successor of the Company; (ii) the termination of service as directors, for any reason other than death, disability or retirement from the Board, during any period of two consecutive years or less, of individuals who at the beginning of such period constituted a majority of the Board, unless the election of or nomination for election of each new director during such period was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the period; (iii) approval by the stockholders of the Company of liquidation of the Company; (iv) approval by the stockholders of the Company and consummation of any sale or disposition, or series of related sales or dispositions, of 50% or more of the assets or earning power of the Company; or (v) approval by the stockholders of the Company and consummation of any merger or consolidation or statutory share exchange to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation or statutory share exchange shall have beneficial ownership of less than 50% of the combined voting power in the election of directors of the surviving corporation following the effective date of such merger or consolidation or statutory share exchange. (b) Notwithstanding anything herein, no acquisition of beneficial ownership of securities of the Company, merger, sale of assets or other transaction shall be deemed to constitute a Change in Control for purposes of this Agreement if such transaction constitutes a "MANAGEMENT APPROVED TRANSACTION." For purposes of this Agreement, a "MANAGEMENT APPROVED TRANSACTION" shall be any transaction, which would otherwise 2
result in a Change in Control for purposes of this Agreement in which the acquiring "PERSON", "GROUP" or other entity is either beneficially owned by, or comprised of, in whole or in part, three or more members of the Company's executive management, as such was constituted twelve months prior to such transaction, or is majority owned by, or comprised of, any employee benefit plan of the Company. 2. ADJUSTMENT OF BENEFITS UPON CHANGE IN CONTROL (a) The Company agrees that the Compensation Committee of the Board, or such other committee succeeding to such committee's responsibilities with respect to executive compensation (collectively, the "COMPENSATION COMMITTEE") may make such equitable adjustments to any performance targets contained in any awards under the Company's current incentive compensation plans, or any additional or successor plan in which the Executive is a participant (collectively, the "INCENTIVE PLANS"), as the Compensation Committee determines
result in a Change in Control for purposes of this Agreement in which the acquiring "PERSON", "GROUP" or other entity is either beneficially owned by, or comprised of, in whole or in part, three or more members of the Company's executive management, as such was constituted twelve months prior to such transaction, or is majority owned by, or comprised of, any employee benefit plan of the Company. 2. ADJUSTMENT OF BENEFITS UPON CHANGE IN CONTROL (a) The Company agrees that the Compensation Committee of the Board, or such other committee succeeding to such committee's responsibilities with respect to executive compensation (collectively, the "COMPENSATION COMMITTEE") may make such equitable adjustments to any performance targets contained in any awards under the Company's current incentive compensation plans, or any additional or successor plan in which the Executive is a participant (collectively, the "INCENTIVE PLANS"), as the Compensation Committee determines may be appropriate to eliminate any negative effects from any transactions relating to a Change in Control (such as costs or expenses associated with the transaction or any related transaction, including, without limitation, any reorganizations, divestitures, recapitalizations or borrowings, or changes in targets or measures to reflect the disruption of the business, etc.), in order to preserve reward opportunities and performance objectives. (b) In the case of a Change in Control, all restrictions and conditions applicable to any awards of restricted stock or the vesting of stock options or other awards granted to the Executive under the Company's 2000 Stock Incentive Plan, Deferred Stock Plan, any similar, predecessor or successor plan, or otherwise shall be deemed to have been satisfied as of the date the Change in Control occurs, and this Agreement shall be deemed to amend any agreements evidencing such awards to reflect this provision. 3. TERMINATION FOLLOWING CHANGE IN CONTROL (a) The Executive's employment may be terminated for any reason by the Company following a Change in Control of the Company. If the Executive's employment is terminated by the Company for any reason other than for the reasons set forth in subparagraphs (i), (ii), (iii), (iv) or (v) below within two years following a Change in Control, then the Executive shall be entitled to the benefits set forth in this Agreement in lieu of any termination, separation, severance or similar benefits under the Executive's Employment Agreement, if any, or under the Company's termination, separation, severance or similar plans or policies, if any. If the Executive's employment is terminated for any of the reasons set forth in subparagraphs (i), (ii), (iii), (iv) or (v) below, then the Executive shall not be entitled to any termination, separation, severance or similar benefits under this Agreement, and the Executive shall be entitled to benefits under the Executive's Employment Agreement, if any, or under the Company's termination, separation, severance or similar plans or policies, if any, only in accordance with the terms of such Employment Agreement, or such plans or policies. (i) termination by reason of the Executive's death, PROVIDED the Executive has not previously given a "NOTICE OF TERMINATION" pursuant to Section 4; 3
(ii) termination by reason of the Executive's "DISABILITY," PROVIDED the Executive has not previously given a "NOTICE OF TERMINATION" pursuant to Section 4; (iii) termination by reason of "RETIREMENT" at or after age 65, PROVIDED the Executive has not previously given "NOTICE OF TERMINATION" pursuant to Section 4; (iv) termination by the Company for "CAUSE;" or (v) voluntary termination by the Executive (other than for "GOOD REASON" as provided in section 3(b) below). For the purposes of this Agreement, "DISABILITY" shall be defined as the Executive's inability by reason of illness or other physical or mental disability to perform the principal duties required by the position held by the Executive at the inception of such illness or disability for any consecutive 180-day period. A determination of
(ii) termination by reason of the Executive's "DISABILITY," PROVIDED the Executive has not previously given a "NOTICE OF TERMINATION" pursuant to Section 4; (iii) termination by reason of "RETIREMENT" at or after age 65, PROVIDED the Executive has not previously given "NOTICE OF TERMINATION" pursuant to Section 4; (iv) termination by the Company for "CAUSE;" or (v) voluntary termination by the Executive (other than for "GOOD REASON" as provided in section 3(b) below). For the purposes of this Agreement, "DISABILITY" shall be defined as the Executive's inability by reason of illness or other physical or mental disability to perform the principal duties required by the position held by the Executive at the inception of such illness or disability for any consecutive 180-day period. A determination of disability shall be subject to the certification of a qualified medical doctor agreed to by the Company and the Executive or, in the Executive's incapacity to designate a doctor, the Executive's legal representative. If the Company and the Executive cannot agree on the designation of a doctor, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor and the third doctor shall make the determination as to disability. For purposes of this Agreement, "RETIREMENT" shall mean the Company's termination of the Executive's employment at or after the date on which the Executive attains age 65. For purposes of this Agreement, "CAUSE" shall mean one or more of the following: (I) the material violation of any of the terms and conditions of this Agreement or any written agreements the Executive may from time to time have with the Company (after 30 days following written notice from the Board specifying such material violation and Executive's failure to cure or remedy such material violation within such 30day period); (II) inattention to or failure to perform Executive's assigned duties and responsibilities competently for any reason other than due to Disability (after 30 days following written notice from the Board specifying such inattention or failure, and Executive's failure to cure or remedy such inattention or failure within such 30-day period); (III) engaging in activities or conduct injurious to the reputation of the Company or its affiliates including, without limitation, engaging in immoral acts which become public information or repeatedly conveying to one person, or conveying to an assembled public group, negative information concerning the Company or its affiliates; (IV) commission of an act of dishonesty, including, but not limited to, misappropriation of funds or any property of the Company; 4
(V) commission by the Executive of an act which constitutes a misdemeanor (involving an act of moral turpitude) or a felony; (VI) the material violation of any of the written Policies of the Company which are not inconsistent with this Agreement or applicable law (after 30 days following written notice from the Board specifying such failure, and the Executive's failure to cure or remedy such inattention or failure within such 30-day period); (VII) refusal to perform the Executive's assigned duties and responsibilities or other insubordination (after 30 days following written notice from the Board specifying such refusal or insubordination, and the Executive's failure to cure or remedy such refusal or insubordination within such 30-day period); or (VIII) unsatisfactory performance of duties by the Executive as a result of alcohol or drug use by the Executive. (b) The Executive may terminate her employment with the Company following a Change in Control of the
(V) commission by the Executive of an act which constitutes a misdemeanor (involving an act of moral turpitude) or a felony; (VI) the material violation of any of the written Policies of the Company which are not inconsistent with this Agreement or applicable law (after 30 days following written notice from the Board specifying such failure, and the Executive's failure to cure or remedy such inattention or failure within such 30-day period); (VII) refusal to perform the Executive's assigned duties and responsibilities or other insubordination (after 30 days following written notice from the Board specifying such refusal or insubordination, and the Executive's failure to cure or remedy such refusal or insubordination within such 30-day period); or (VIII) unsatisfactory performance of duties by the Executive as a result of alcohol or drug use by the Executive. (b) The Executive may terminate her employment with the Company following a Change in Control of the Company for "GOOD REASON" by giving Notice of Termination at any time within two years after the Change in Control. Any failure by the Executive to give such immediate notice of termination for Good Reason shall not be deemed to constitute a waiver or otherwise to affect adversely the rights of the Executive hereunder, PROVIDED the Executive gives notice to receive such benefits prior to the expiration of such two year period. If the Executive terminates her employment as provided in this Section 3(b), then the Executive shall be entitled to the benefits set forth in this Agreement in lieu of any termination, separation, severance or similar benefits under the Executive's Employment Agreement, if any, or under the Company's termination, separation, severance or similar plans or policies, if any. For purposes of this Agreement, "GOOD REASON" shall mean the occurrence of any one or more of the following events: (I) The assignment to the Executive of any duties inconsistent in any material adverse respect with her position, authority or responsibilities with the Company and its subsidiaries immediately prior to the Change in Control, or any other material adverse change in such position, including titles, authority, or responsibilities, as compared with the Executive's position immediately prior to the Change in Control; (II) A reduction by the Company in the amount of the Executive's base salary or annual or long term incentive compensation paid or payable as compared to that which was paid or made available to Executive immediately prior to the Change in Control; or the failure of the Company to increase Executive's compensation each year by an amount which is substantially the same, on a percentage basis, as the average annual percentage increase in the base salaries of other executives of comparable status with the Company; (III) The failure by the Company to continue to provide the Executive with substantially similar perquisites or benefits the Executive in the aggregate enjoyed under the Company's benefit programs, such as any of the Company's pension, savings, vacation, life insurance, medical, health and accident, or disability plans in which she was 5
participating at the time of the Change in Control (or, alternatively, if such plans are amended, modified or discontinued, substantially similar equivalent benefits thereto, when considered in the aggregate), or the taking of any action by the Company which would directly or indirectly cause such benefits to be no longer substantially equivalent, when considered in the aggregate, to the benefits in effect at the time of the Change in Control; (IV) The Company's requiring the Executive to be based at any office or location more than 50 miles from that location at which she performed her services immediately prior to the Change in Control, except for a relocation consented to in writing by the Executive, or travel reasonably required in the performance of the Executive's responsibilities to the extent substantially consistent with the Executive's business travel obligations prior to the Change in Control; (V) Any failure of the Company to obtain the assumption of the obligation to perform this Agreement by any successor as contemplated in
participating at the time of the Change in Control (or, alternatively, if such plans are amended, modified or discontinued, substantially similar equivalent benefits thereto, when considered in the aggregate), or the taking of any action by the Company which would directly or indirectly cause such benefits to be no longer substantially equivalent, when considered in the aggregate, to the benefits in effect at the time of the Change in Control; (IV) The Company's requiring the Executive to be based at any office or location more than 50 miles from that location at which she performed her services immediately prior to the Change in Control, except for a relocation consented to in writing by the Executive, or travel reasonably required in the performance of the Executive's responsibilities to the extent substantially consistent with the Executive's business travel obligations prior to the Change in Control; (V) Any failure of the Company to obtain the assumption of the obligation to perform this Agreement by any successor as contemplated in Section 11 herein; or (VI) Any breach by the Company of any of the material provisions of this Agreement or any failure by the Company to carry out any of its obligations hereunder, in either case, for a period of thirty business days after receipt of written notice from the Executive and the failure by the Company to cure such breach or failure during such thirty business day period. 4. NOTICE OF TERMINATION Any termination of the Executive's employment following a Change in Control, other than a termination as contemplated by Sections 3(a)(i) or 3(a)(iii) shall be communicated by written "NOTICE OF TERMINATION" by the party affecting the termination to the other party hereto. Any "NOTICE OF TERMINATION" shall set forth (a) the effective date of termination, which shall not be less than 15 or more than 30 days after the date the Notice of Termination is delivered (the "TERMINATION DATE"); (b) the specific provision in this Agreement relied upon; and (c) in reasonable detail the facts and circumstances claimed to provide a basis for such termination and the entitlement, or lack of entitlement, to the benefits set forth in this Agreement. Notwithstanding the foregoing, if within fifteen (15) days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a good faith dispute exists concerning the termination, the actual Termination Date shall be the date on which the dispute is finally determined in accordance with the provisions of Section 18 hereof. In the case of any good faith dispute as to the Executive's entitlement to benefits under this Agreement resulting from any termination by the Company for which the Company does not deliver a Notice of Termination, the actual Termination Date shall be the date on which the dispute is finally determined in accordance with the provisions of Section 18 hereof. Notwithstanding the pendency of any such dispute referred to in the two preceding sentences, the Company shall continue to pay the Executive her full compensation then in effect and continue the Executive as a participant in all compensation, benefits and perquisites in which she was then participating, until the dispute is finally resolved, PROVIDED the Executive is willing to continue to provide full time services to the Company and its subsidiaries in substantially 6
the same position, if so requested by the Company. Amounts paid under this Section 4 shall be in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. If a final determination is made, pursuant to Section 18, that Good Reason did not exist in the case of a Notice of Termination by the Executive, the Executive shall have the sole right to nullify and void her Notice of Termination by delivering written notice of same to the Company within three (3) business days of the date of such final determination. If the parties do not dispute the Executive's entitlement to benefits hereunder, the Termination Date shall be as set forth in the Notice of Termination. 5. TERMINATION BENEFITS (a) SEVERANCE PAYMENT. Subject to the conditions set forth in this Agreement, on the Termination Date the Company shall pay the Executive (reduced by any applicable payroll or other taxes required to be withheld) a lump sum severance payment, in cash, equal to one and one-half (1.5) times the sum of Executive's annual salary for the current year plus her annual incentive award target for the current year (provided that if the Notice of
the same position, if so requested by the Company. Amounts paid under this Section 4 shall be in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. If a final determination is made, pursuant to Section 18, that Good Reason did not exist in the case of a Notice of Termination by the Executive, the Executive shall have the sole right to nullify and void her Notice of Termination by delivering written notice of same to the Company within three (3) business days of the date of such final determination. If the parties do not dispute the Executive's entitlement to benefits hereunder, the Termination Date shall be as set forth in the Notice of Termination. 5. TERMINATION BENEFITS (a) SEVERANCE PAYMENT. Subject to the conditions set forth in this Agreement, on the Termination Date the Company shall pay the Executive (reduced by any applicable payroll or other taxes required to be withheld) a lump sum severance payment, in cash, equal to one and one-half (1.5) times the sum of Executive's annual salary for the current year plus her annual incentive award target for the current year (provided that if the Notice of Termination is given prior to the determination of the Executive's salary or annual incentive award target for the year in which the Termination Date occurs, the amounts shall be based on the annual salary for the prior year and the greater of the annual incentive award target for the prior year or the actual incentive award earned by the Executive for the prior year). The current year shall be (A) for the purposes of determining annual salary, the year then generally used by the Company for setting salaries for senior-level executives (currently April 1 through the following March 31), and (B) for purposes of determining annual incentive award target, the fiscal year then generally used by the Company for setting annual incentive award targets for senior-level executives, in which the Termination Date occurs, and the prior year shall be the twelve-month period immediately preceding the current year; (b) EXPENSES. Reimbursement for expenses incurred by the Executive in accordance with the Company's policy but not reimbursed prior to the date of such termination of employment; (c) PAYMENT OF DEFERRED COMPENSATION. Any compensation that has been earned by the Executive but is unpaid as of the Termination Date, including any compensation that has been earned but deferred pursuant to the Company's Deferred Compensation Plan or otherwise, shall be paid in full to the Executive on the Termination Date. 6. OTHER BENEFITS Subject to the conditions set forth in this Agreement hereof, the following benefits (subject to any applicable payroll or other taxes required to be withheld) shall be paid or provided to the Executive: 7
(a) HEALTH/WELFARE BENEFITS (i) During the eighteen (18) months following the Termination Date (the "CONTINUATION PERIOD"), the Company shall continue to keep in full force and effect all programs of medical, dental, vision, accident, disability, life insurance, including optional term life insurance, and other similar health or welfare programs with respect to the Executive and her dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such programs shall have been in effect immediately prior to the Termination Date (or, if more favorable to the Executive, immediately prior to the Change in Control), and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Termination Date (or, if more favorable to the Executive, immediately prior to the Change in Control) or, if the terms of such programs do not permit continued participation by the Executive (or if the Company otherwise determines it advisable to amend, modify or discontinue such programs for employees generally), the Company shall otherwise provide benefits substantially similar to and no less favorable to the Executive in terms of cost or benefits ("EQUIVALENT BENEFITS") than she was entitled to receive at the end of the period of coverage, for the duration of the Continuation Period. (ii) All benefits which the Company is required by this Section 6(a) to provide, which will not be provided by the Company's programs described herein, shall be provided through the purchase of insurance unless the Executive
(a) HEALTH/WELFARE BENEFITS (i) During the eighteen (18) months following the Termination Date (the "CONTINUATION PERIOD"), the Company shall continue to keep in full force and effect all programs of medical, dental, vision, accident, disability, life insurance, including optional term life insurance, and other similar health or welfare programs with respect to the Executive and her dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such programs shall have been in effect immediately prior to the Termination Date (or, if more favorable to the Executive, immediately prior to the Change in Control), and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Termination Date (or, if more favorable to the Executive, immediately prior to the Change in Control) or, if the terms of such programs do not permit continued participation by the Executive (or if the Company otherwise determines it advisable to amend, modify or discontinue such programs for employees generally), the Company shall otherwise provide benefits substantially similar to and no less favorable to the Executive in terms of cost or benefits ("EQUIVALENT BENEFITS") than she was entitled to receive at the end of the period of coverage, for the duration of the Continuation Period. (ii) All benefits which the Company is required by this Section 6(a) to provide, which will not be provided by the Company's programs described herein, shall be provided through the purchase of insurance unless the Executive is uninsurable. If the Executive is uninsurable, the Company will provide the benefits out of its general assets. (iii) If the Executive obtains other employment during the Continuation Period which provides health or welfare benefits of the type described in Section 6(a)(i) hereof ("OTHER COVERAGE"), then Executive shall notify the Company promptly of such other employment and Other Coverage and the Company shall thereafter not provide the Executive and her dependents the benefits described in Section 6(a)(i) hereof to the extent that such benefits are provided under the Other Coverage. Under such circumstances, the Executive shall make all claims first under the Other Coverage and then, only to the extent not paid or reimbursed by the Other Coverage, under the plans and programs described in Section 6(a)(i) hereof. (b) RETIREMENT BENEFITS (i) For purposes of this Agreement, "RETIREMENT" shall mean the Company's termination of the Executive's employment within two years following a Change in Control of the Company and at or after the date on which the Executive attains age 65; provided, however, that any termination for Cause or due to Death or Disability shall not constitute Retirement. (ii) Subject to Section 6(b)(ii), the Executive shall be deemed to be completely vested under the Company's 401 (k) Plan, Deferred Compensation Plan or other similar or successor plans which are in effect as of the date of the Change in Control (collectively, the "PLANS"), regardless of the Executive's actual vesting service credit thereunder. 8
(iii) Any part of the foregoing retirement benefits which are otherwise required to be paid by a tax-qualified Plan but which cannot be paid through such Plan by reason of the laws and regulations applicable to such Plan, shall be paid by one or more supplemental non-qualified Plans or by the Company. (iv) The payments calculated hereunder which are not actually paid by a Plan shall be paid thirty (30) days following the Date of Termination in a single lump sum cash payment (of equivalent actuarial value to the payment calculated hereunder using the same actuarial assumptions as are used in calculating benefits under the Plan but using the discount rate that would be used by the Company on the Date of Termination to determine the actuarial present value of projected benefit obligations). (c) EXECUTIVE OUTPLACEMENT COUNSELING. During the Continuation Period, unless the Executive shall reach normal retirement age during the Continuation Period, the Executive may request in writing and the Company shall at its expense engage within a reasonable time following such written request an outplacement counseling service to assist the Executive in obtaining employment.
(iii) Any part of the foregoing retirement benefits which are otherwise required to be paid by a tax-qualified Plan but which cannot be paid through such Plan by reason of the laws and regulations applicable to such Plan, shall be paid by one or more supplemental non-qualified Plans or by the Company. (iv) The payments calculated hereunder which are not actually paid by a Plan shall be paid thirty (30) days following the Date of Termination in a single lump sum cash payment (of equivalent actuarial value to the payment calculated hereunder using the same actuarial assumptions as are used in calculating benefits under the Plan but using the discount rate that would be used by the Company on the Date of Termination to determine the actuarial present value of projected benefit obligations). (c) EXECUTIVE OUTPLACEMENT COUNSELING. During the Continuation Period, unless the Executive shall reach normal retirement age during the Continuation Period, the Executive may request in writing and the Company shall at its expense engage within a reasonable time following such written request an outplacement counseling service to assist the Executive in obtaining employment. (d) This Section 6(d) is intentionally omitted. 7. PAYMENT OF CERTAIN COSTS Except as otherwise provided in Section 18, if a dispute arises regarding a termination of the Executive or the interpretation or enforcement of this Agreement, subsequent to a Change in Control, all of the reasonable legal fees and expenses incurred by the Executive and all Arbitration Costs (as hereafter defined) in contesting any such termination or obtaining or enforcing all or part of any right or benefit provided for in this Agreement or in otherwise pursuing all or part of her claim will be paid by the Company, unless prohibited by law. The Company further agrees to pay pre-judgment interest on any money judgment obtained by the Executive calculated at the prime interest rate reported in THE WALL STREET JOURNAL in effect from time to time from the date that payment to her should have been made under this Agreement. 8. This Section 8 is intentionally omitted. 9. MITIGATION The Executive is not required to seek other employment or otherwise mitigate the amount of any payments to be made by the Company pursuant to this Agreement, and employment by the Executive will not reduce or otherwise affect any amounts or benefits due the Executive pursuant to this Agreement, except as otherwise provided in Section 6(a)(iii). 10. CONTINUING OBLIGATIONS REGARDING CONFIDENTIAL INFORMATION (a) ACKNOWLEDGMENTS BY THE EXECUTIVE. The Executive hereby recognizes and acknowledges the following: 9
(i) In connection with the Business, the Company has expended a great deal of time, money and effort to develop and maintain the secrecy and confidentiality of substantial proprietary trade secret information and other confidential business information which, if misused or disclosed, could be very harmful to the Company's business. (ii) The Executive desires to become entitled to receive the benefits contemplated by this Agreement but which the Company would not make available to the Executive but for the Executive's signing and agreeing to abide by the terms of this Section 10. (iii) The Executive's position with the Company provides the Executive with access to certain of the Company's confidential and proprietary trade secret information and other confidential business information. (iv) The Company compensates its employees to, among other things, develop and preserve business information
(i) In connection with the Business, the Company has expended a great deal of time, money and effort to develop and maintain the secrecy and confidentiality of substantial proprietary trade secret information and other confidential business information which, if misused or disclosed, could be very harmful to the Company's business. (ii) The Executive desires to become entitled to receive the benefits contemplated by this Agreement but which the Company would not make available to the Executive but for the Executive's signing and agreeing to abide by the terms of this Section 10. (iii) The Executive's position with the Company provides the Executive with access to certain of the Company's confidential and proprietary trade secret information and other confidential business information. (iv) The Company compensates its employees to, among other things, develop and preserve business information for the Company's ownership and use. (v) If the Executive were to leave the Company, the Company in all fairness would need certain protection in order to ensure that the Executive does not appropriate and misuse any confidential information entrusted to the Executive during the course of the Executive's employment with the Company. (b) CONFIDENTIAL INFORMATION (i) The Executive agrees to keep secret and confidential, and not to use or disclose to any third parties, except as directly required for the Executive to perform the Executive's employment responsibilities for the Company, or except as required by law, any of the Company's confidential and proprietary trade secret information or other confidential business information concerning the Company's business acquired by the Executive during the course of, or in connection with, the Executive's employment with the Company (and which was not known by the Executive prior to the Executive's being hired by the Company). Confidential information means information which would constitute material, nonpublic information under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, regardless of whether the Executive's use or disclosure of such information is in connection with or related to a securities transaction. (ii) The Executive acknowledges that any and all notes, records, reports, written information or documents of any kind, computer files and diskettes and other documents obtained by or provided to the Executive, or otherwise made, produced or compiled during the course of the Executive's employment with the Company, regardless of the type of medium in which it is preserved, are the sole and exclusive property of the Company and shall be surrendered to the Company upon the Executive's termination of employment and on demand at any time by the Company. (c) ACKNOWLEDGMENT REGARDING RESTRICTIONS. The Executive recognizes and agrees that the provisions of this Section 10 are reasonable and enforceable because, among other things, (i) the Executive is receiving compensation under this Agreement and (ii) this Section 10 therefore does not impose any undue hardship on the Executive. The Executive 10
further recognizes and agrees that the provisions of this Section 10 are reasonable and enforceable in view of the Company's legitimate interests in protecting its confidential information. (d) BREACH. In the event of a breach of Section 10(b), the Company's sole remedy shall be the discontinuation of the payment, allocation, accrual or provision of any amounts or benefits as provided in Sections 5 or 6. The Executive recognizes and agrees, however, that it is the intent of the parties that neither this Agreement nor any of its provisions shall be construed to adversely affect any rights or remedies that Company would have had, including, without limitation, the amount of any damages for which it could have sought recovery, had this Agreement not been entered into. Accordingly, the parties hereby agree that nothing stated in this Section 10 shall limit or otherwise affect the Company's right to seek legal or equitable remedies it may otherwise have, or the amount of damages for which it may seek recovery, in connection with matters covered by this Section 10 but which are not based on breach or violation of this Section 10 (including, without limitation, claims based on the
further recognizes and agrees that the provisions of this Section 10 are reasonable and enforceable in view of the Company's legitimate interests in protecting its confidential information. (d) BREACH. In the event of a breach of Section 10(b), the Company's sole remedy shall be the discontinuation of the payment, allocation, accrual or provision of any amounts or benefits as provided in Sections 5 or 6. The Executive recognizes and agrees, however, that it is the intent of the parties that neither this Agreement nor any of its provisions shall be construed to adversely affect any rights or remedies that Company would have had, including, without limitation, the amount of any damages for which it could have sought recovery, had this Agreement not been entered into. Accordingly, the parties hereby agree that nothing stated in this Section 10 shall limit or otherwise affect the Company's right to seek legal or equitable remedies it may otherwise have, or the amount of damages for which it may seek recovery, in connection with matters covered by this Section 10 but which are not based on breach or violation of this Section 10 (including, without limitation, claims based on the breach of fiduciary or other duties of the Executive or any obligations of the Executive arising under any other contracts, agreements or understandings). Without limiting the generality of the foregoing, nothing in this Section 10 or any other provision of this Agreement shall limit or otherwise affect the Company's right to seek legal or equitable remedies it may otherwise have, or the amount of damages for which it may seek recovery, resulting from or arising out of statutory or common law or any Company policies relating to fiduciary duties, confidential information or trade secrets. Further, the Executive acknowledges and agrees that the fact that Section 10(c) is limited to the Continuation Period, and that the sole remedy of the Company hereunder is the discontinuation of benefits, shall not reduce or otherwise alter any other contractual or other legal obligations of the Executive during any period or circumstance, and shall not be construed as establishing a maximum limit on damages for which the Company may seek recovery. 11. BINDING AGREEMENT; SUCCESSORS (a) This Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. For purposes of this Agreement, "COMPANY" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid. (b) This Agreement shall be binding upon and shall inure to the benefit of the Executive and the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, beneficiaries, devises and legatees. If the Executive should die while any amounts are payable to her hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, beneficiary or other designee or, if there be no such designee, to the Executive's estate. 11
12. NOTICES For the purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered by hand, (ii) on the date of transmission, if delivered by confirmed facsimile, (iii) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (iv) on the third business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive:
If to the Company:
12. NOTICES For the purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered by hand, (ii) on the date of transmission, if delivered by confirmed facsimile, (iii) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (iv) on the third business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive:
If to the Company: Spherion Corporation 2050 Spectrum Boulevard Fort Lauderdale, Florida 33309 Attention: General Counsel or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 13. GOVERNING LAW The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Florida, without regard to principles of conflicts of laws. 14. MISCELLANEOUS No provisions of this Agreement may be amended, modified, waived or discharged unless such amendment, waiver, modification or discharge is agreed to in writing signed by the Executive and the Company. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. Section headings contained herein are for convenience of reference only and shall not affect the interpretation of this Agreement. 15. COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which will constitute one and the same instrument. 16. NON-ASSIGNABILITY This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, or transfer this Agreement or any rights or obligations hereunder, 12
except as provided in Section 11. Without limiting the foregoing, the Executive's right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by his will or trust or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this paragraph the Company shall have no liability to pay any amount so attempted to be assigned or transferred. 17. TERM OF AGREEMENT
except as provided in Section 11. Without limiting the foregoing, the Executive's right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by his will or trust or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this paragraph the Company shall have no liability to pay any amount so attempted to be assigned or transferred. 17. TERM OF AGREEMENT The term of this Agreement (the "TERM") shall commence on the date hereof and shall continue in effect for a period of three (3) years, unless further extended or sooner terminated as hereinafter provided. At the end of this three year period and on the first day of each one-year anniversary thereafter, the Term shall automatically be extended for one additional year unless either party shall have given notice to the other party, at least six months prior to such anniversary that it does not wish to extend the Term. However, if a Change in Control of the Company shall have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of twenty-four (24) months beyond the month in which such Change in Control occurred; and, PROVIDED FURTHER, that if the Company shall become obligated to make any payments or provide any benefits pursuant to Section 5 or 6 hereof, this Agreement shall continue for the period necessary to make such payments or provide such benefits. 18. RESOLUTION OF DISPUTES (a) The parties hereby agree to submit any claim, demand, dispute, charge or cause of action (in any such case, a "CLAIM") arising out of, in connection with, or relating to this Change in Control Agreement to binding arbitration in conformance with the J*A*M*S/ENDISPUTE Streamlined Arbitration Rules and Procedures or the J*A*M*S/ENDISPUTE Comprehensive Arbitration Rules and Procedures, as applicable, but expressly excluding Rule 28 of the J*A*M*S/ENDISPUTE Streamlined Rules and Rule 32 of the J*A*M*S/ENDISPUTE Comprehensive Rules, as the case may be. All arbitration procedures shall be held in Fort Lauderdale, Florida and shall be subject to the choice of law provisions set forth in Section 13 of this Agreement. (b) In the event of any dispute arising out of or relating to this Agreement for which any party is seeking injunctive relief, specific performance or other equitable relief, such matter may be resolved by litigation. Accordingly, the parties shall submit such matter to the exclusive jurisdiction of the United States District Court for the Southern District of Florida or, if jurisdiction is not available therein, any other court located in Broward County, Florida, and hereby waive any and all objections to such jurisdiction or venue that they may have. Each party agrees that process may be served upon such party in any manner authorized under the laws of the United States or Florida, and waives any objections that such party may otherwise have to such process. 19. RELEASE AND CONDITIONS Any and all payments and benefits provided by the Company to the Executive under this Agreement shall be conditioned on the following: (i) Executive's continued compliance with the confidentiality provisions contained herein; (ii) the Executive's execution of 13
a full release and settlement of any and all claims against the Company; and (iii) the Executive's execution of a non-disparagement agreement and continued compliance therewith. 20. NO SETOFF The Company shall have no right of setoff or counterclaim in respect of any claim, debt or obligation against any payment provided for in this Agreement. 21. NON-EXCLUSIVITY OF RIGHTS
a full release and settlement of any and all claims against the Company; and (iii) the Executive's execution of a non-disparagement agreement and continued compliance therewith. 20. NO SETOFF The Company shall have no right of setoff or counterclaim in respect of any claim, debt or obligation against any payment provided for in this Agreement. 21. NON-EXCLUSIVITY OF RIGHTS Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries or successors and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company or any of its subsidiaries or successors, except to the extent payments are made pursuant to Section 5, they shall be in lieu of any termination, separation, severance or similar payments pursuant to the Executive's Employment Agreement, if any, and the Company's then existing termination, separation, severance or similar plans or policies, if any. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its subsidiaries shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement. 22. NO GUARANTEED EMPLOYMENT The Executive and the Company acknowledge that this Agreement shall not confer upon the Executive any right to continued employment and shall not interfere with the right of the Company to terminate the employment of the Executive at any time. 23. INVALIDITY OF PROVISIONS In the event that any provision of this Agreement is adjudicated to be invalid or unenforceable under applicable law in any jurisdiction, the validity or enforceability of the remaining provisions thereof shall be unaffected as to such jurisdiction and such adjudication shall not affect the validity or enforceability of such provision in any other jurisdiction. To the extent that any provision of this Agreement, including, without limitation, Section 10 hereof, is adjudicated to be invalid or unenforceable because it is overbroad, that provision shall not be void but rather shall be limited to the extent required by applicable law and enforced as so limited. The parties expressly acknowledge and agree that this Section 23 is reasonable in view of the parties' respective interests. 24. NON-WAIVER OF RIGHTS The failure by the Company or the Executive to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement, or any part hereof, or the right of the Company or the Executive thereafter to enforce each and every provision in accordance with the terms of this Agreement. 14
25. EMPLOYMENT AGREEMENT. If the Executive has an Employment Agreement with the Company, and if circumstances arise which cause both the Employment Agreement and this Agreement to apply to the Company and the Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the Employment Agreement, the terms of this Agreement alone shall apply. However, if this Agreement does not apply, then the provisions of the Employment Agreement shall control and be unaffected by this Agreement. 26. UNFUNDED PLAN. The Company's obligations under this Agreement shall be entirely unfunded until payments are made hereunder
25. EMPLOYMENT AGREEMENT. If the Executive has an Employment Agreement with the Company, and if circumstances arise which cause both the Employment Agreement and this Agreement to apply to the Company and the Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the Employment Agreement, the terms of this Agreement alone shall apply. However, if this Agreement does not apply, then the provisions of the Employment Agreement shall control and be unaffected by this Agreement. 26. UNFUNDED PLAN. The Company's obligations under this Agreement shall be entirely unfunded until payments are made hereunder from the general assets of the Company, and no provision shall be made to segregate assets of the Company for payments to be made under this Agreement. The Executive shall have no interest in any particular assets of the Company but rather shall have only the rights of a general unsecured creditor of the Company. PLEASE NOTE: BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING THAT THE EXECUTIVE (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY QUESTIONS THE EXECUTIVE HAS ABOUT THE AGREEMENT AND HAS RECEIVED SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS THE EXECUTIVE'S RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT. THIS AGREEMENT IN SECTION 18 CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. 15
IN WITNESS WHEREOF, the parties have caused this Change in Control Agreement to be executed and delivered as of the day and year first above set forth. SPHERION CORPORATION By: Name: Title: EXECUTIVE By: Name: 16
SCHEDULE A
DATE OF EXECUTIVE'S CHANGE IN EXECUTIVE'S NAME CONTROL AGREEMENT EXECUTIVE'S POSITION EXECUTIVE REPORTS TO: --------------------------------------------------------------------------------------------------------Archer, Eric May 7, 2001 President, Professional Chief Operating Recruiting Group Officer
IN WITNESS WHEREOF, the parties have caused this Change in Control Agreement to be executed and delivered as of the day and year first above set forth. SPHERION CORPORATION By: Name: Title: EXECUTIVE By: Name: 16
SCHEDULE A
DATE OF EXECUTIVE'S CHANGE IN EXECUTIVE'S NAME CONTROL AGREEMENT EXECUTIVE'S POSITION EXECUTIVE REPORTS TO: --------------------------------------------------------------------------------------------------------Archer, Eric May 7, 2001 President, Professional Chief Operating Recruiting Group Officer Bourke, Peter T. May 7, 2001 President, Outsourcing Group Chief Operating Officer Chief Financial Officer Chief Operating Officer
Cormany, Douglas P.
May 10, 2001
Vice President and Chief Information Officer Senior Vice President, Sales & Marketing, Staffing Group General Counsel, Vice President and Secretary President, Deposition Services
Grissom, Robert W.
July 3, 2001
Iglesias, Lisa
May 7, 2001
Chief Executive Officer President, Professional Recruiting Group Chief Operating Officer Chief Operating Officer Chief Operating Officer President, Outsourcing Group Chief Financial Officer Chief Operating Officer
Mazares, Greg
May 7, 2001
Mincey, Wayne
July 3, 2001
President, Technology Group
Morgan, Robert
May 7, 2001
President, Human Capital Consulting Group President, Staffing Group
Peck, Gary
May 7, 2001
Russo, Shannon W.
May 7, 2001
Vice President, Strategic Alliances, Outsourcing Group Vice President, Business Services Vice President, Global Marketing
Smith, Mark
May 7, 2001
Wahby, Janet
August 1, 2001
Exhibit 10.59
SCHEDULE A
DATE OF EXECUTIVE'S CHANGE IN EXECUTIVE'S NAME CONTROL AGREEMENT EXECUTIVE'S POSITION EXECUTIVE REPORTS TO: --------------------------------------------------------------------------------------------------------Archer, Eric May 7, 2001 President, Professional Chief Operating Recruiting Group Officer Bourke, Peter T. May 7, 2001 President, Outsourcing Group Chief Operating Officer Chief Financial Officer Chief Operating Officer
Cormany, Douglas P.
May 10, 2001
Vice President and Chief Information Officer Senior Vice President, Sales & Marketing, Staffing Group General Counsel, Vice President and Secretary President, Deposition Services
Grissom, Robert W.
July 3, 2001
Iglesias, Lisa
May 7, 2001
Chief Executive Officer President, Professional Recruiting Group Chief Operating Officer Chief Operating Officer Chief Operating Officer President, Outsourcing Group Chief Financial Officer Chief Operating Officer
Mazares, Greg
May 7, 2001
Mincey, Wayne
July 3, 2001
President, Technology Group
Morgan, Robert
May 7, 2001
President, Human Capital Consulting Group President, Staffing Group
Peck, Gary
May 7, 2001
Russo, Shannon W.
May 7, 2001
Vice President, Strategic Alliances, Outsourcing Group Vice President, Business Services Vice President, Global Marketing
Smith, Mark
May 7, 2001
Wahby, Janet
August 1, 2001
Exhibit 10.59 SPHERION CORPORATION DEFERRED STOCK PLAN (AS AMENDED AND RESTATED DECEMBER 20, 2002) 1. PURPOSES. The purposes of this Spherion Corporation Deferred Stock Plan are to provide incentives and rewards to those employees and directors largely responsible for the success and growth of Spherion Corporation and its Subsidiary corporations, and to assist all such entities in attracting and retaining executives and other key employees with experience and ability and to assist Spherion Corporation in attracting and retaining qualified nonemployee directors, and to secure for the Company and its stockholders the benefit of stock ownership in the Company by those individuals. 2. DEFINITIONS. (a) "Award" means an award of shares of Common Stock made under the terms hereof. (b) "Board of Directors" means the Board of Directors of the Company.
Exhibit 10.59 SPHERION CORPORATION DEFERRED STOCK PLAN (AS AMENDED AND RESTATED DECEMBER 20, 2002) 1. PURPOSES. The purposes of this Spherion Corporation Deferred Stock Plan are to provide incentives and rewards to those employees and directors largely responsible for the success and growth of Spherion Corporation and its Subsidiary corporations, and to assist all such entities in attracting and retaining executives and other key employees with experience and ability and to assist Spherion Corporation in attracting and retaining qualified nonemployee directors, and to secure for the Company and its stockholders the benefit of stock ownership in the Company by those individuals. 2. DEFINITIONS. (a) "Award" means an award of shares of Common Stock made under the terms hereof. (b) "Board of Directors" means the Board of Directors of the Company. (c) "Common Stock" means the Common Stock, $0.01 par value, of the Company. (d) "Company" means Spherion Corporation, a Delaware corporation, or its successor. (e) "Director" means a member of the Board of Directors of the Company. (f) "Plan" means this Spherion Corporation Deferred Stock Plan, as the same may be amended from time to time. (g) "Recipient" means an employee of the Company or a Subsidiary or a Director who has been granted an Award under the Plan. (h) "Subsidiary" means a subsidiary of the Company controlled directly or indirectly by the Company within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended, and such subsidiaries divisions, departments, and subsidiaries and the respective divisions, departments and subsidiaries of such subsidiaries.
3. ADMINISTRATION OF THE PLAN. (a) The Plan shall be administered by a Compensation Committee (the "Committee") consisting of not less than two (2) Directors of the Company each of whom qualifies as an "Outside Director" under Treasury Regulation Section 1.162-27(e)(3) and as a "Non-Employee Director" under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. The members of the Committee shall be appointed by, and serve at the pleasure of, the Board of Directors. A majority of the Committee members shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee, shall be valid acts of the Committee. All references herein to the Committee shall be deemed to mean any successor to the Committee, however designated, or the Board of Directors, if the Board of Directors has not appointed a Committee. (b) Subject to the powers herein specifically reserved to the Board of Directors, the Committee shall have full power and authority to determine which Recipients shall receive Awards, to construe, interpret and administer the Plan and, subject to the other provisions of the Plan, to make determinations which shall be final, conclusive and binding upon all persons including, without limitation, the Company, the stockholders of the Company, the Board of Directors, the Recipients and any persons having any interest in any Awards which may be granted under the Plan. The Committee shall impose such additional conditions upon the grant of Awards under the Plan as may from time to time be deemed necessary or advisable, in the opinion of counsel to the Company, to comply with applicable laws and regulations. The Committee from time to time may adopt such rules and regulations for the
3. ADMINISTRATION OF THE PLAN. (a) The Plan shall be administered by a Compensation Committee (the "Committee") consisting of not less than two (2) Directors of the Company each of whom qualifies as an "Outside Director" under Treasury Regulation Section 1.162-27(e)(3) and as a "Non-Employee Director" under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. The members of the Committee shall be appointed by, and serve at the pleasure of, the Board of Directors. A majority of the Committee members shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee, shall be valid acts of the Committee. All references herein to the Committee shall be deemed to mean any successor to the Committee, however designated, or the Board of Directors, if the Board of Directors has not appointed a Committee. (b) Subject to the powers herein specifically reserved to the Board of Directors, the Committee shall have full power and authority to determine which Recipients shall receive Awards, to construe, interpret and administer the Plan and, subject to the other provisions of the Plan, to make determinations which shall be final, conclusive and binding upon all persons including, without limitation, the Company, the stockholders of the Company, the Board of Directors, the Recipients and any persons having any interest in any Awards which may be granted under the Plan. The Committee shall impose such additional conditions upon the grant of Awards under the Plan as may from time to time be deemed necessary or advisable, in the opinion of counsel to the Company, to comply with applicable laws and regulations. The Committee from time to time may adopt such rules and regulations for the carrying out the Plan and written policies for implementation of the Plan. Such policies may include, but need not be limited to, the type, size and terms of Awards to be made to Recipients and the conditions for payment of such Awards. In addition, the Committee may delegate to the Chief Executive Officer of the Company the authority to grant Awards to Recipients who are not subject to Section 16(a) of the Securities Act of 1933, as amended. Notwithstanding the foregoing, the Board of Directors shall have authority to determine which Directors shall receive Awards and the terms and conditions of such Awards. 4. ELIGIBILITY. Awards may be granted to any Recipient as determined by the Committee in its sole discretion. 5. STOCK SUBJECT TO THE PLAN. The total number of shares of Common Stock issuable under this Plan may not exceed an aggregate of 1,875,000 shares. Shares of Common Stock to be 2
delivered or purchased under the Plan may be either authorized but unissued Common Stock or treasury shares provided, to the extent required under the listing requirement of the New York Stock Exchange, shares of authorized but unissued Common Stock shall be issued in respect of Awards only if the Plan has been approved by the shareholders of the Company. 6. VESTING REQUIREMENTS AND OTHER CONTINGENCIES. The Committee shall determine that an Award shall be vested at such times and upon such terms as may be selected by it. However, the Committee may accelerate the vesting of any Award upon a "Change of Control of the Company" as such term may be defined in the Award agreement. In addition, the Committee may require a Recipient to refund to the Company the value of an Award realized by a Recipient, if the Recipient accepts employment with a competitor of the Company or a subsidiary of the Company within six (6) months of such realization. A Recipient shall be deemed to realize its value upon the payment (in cash or stock) of the Award and its value shall be the amount of shares of Common Stock received in connection with the Award. The market value of shares shall be the closing price for the Common Stock on the New York Stock Exchange (or on the principal securities exchange or other market on which the Common Stock is then being traded) on the date of realization, or if such closing price is not reported on such date, the last reported closing price. 7. DELIVERY OF COMMON STOCK.
delivered or purchased under the Plan may be either authorized but unissued Common Stock or treasury shares provided, to the extent required under the listing requirement of the New York Stock Exchange, shares of authorized but unissued Common Stock shall be issued in respect of Awards only if the Plan has been approved by the shareholders of the Company. 6. VESTING REQUIREMENTS AND OTHER CONTINGENCIES. The Committee shall determine that an Award shall be vested at such times and upon such terms as may be selected by it. However, the Committee may accelerate the vesting of any Award upon a "Change of Control of the Company" as such term may be defined in the Award agreement. In addition, the Committee may require a Recipient to refund to the Company the value of an Award realized by a Recipient, if the Recipient accepts employment with a competitor of the Company or a subsidiary of the Company within six (6) months of such realization. A Recipient shall be deemed to realize its value upon the payment (in cash or stock) of the Award and its value shall be the amount of shares of Common Stock received in connection with the Award. The market value of shares shall be the closing price for the Common Stock on the New York Stock Exchange (or on the principal securities exchange or other market on which the Common Stock is then being traded) on the date of realization, or if such closing price is not reported on such date, the last reported closing price. 7. DELIVERY OF COMMON STOCK. Except as provided in Section 8, the shares of Common Stock that are the subject of an Award shall be delivered to a Recipient within a reasonable time after such Award (or portion of an Award) has become vested. 8. DEFERRED PAYMENT. At the election of a Recipient, all or any portion of the shares of Common Stock that are the subject of an Award may be deferred beyond the date on which such Award becomes vested and otherwise payable. Deferrals shall be for such periods and upon such terms as the Committee may determine. 9. CONTINUATION OF EMPLOYMENT. The Committee shall require that a Recipient must be a Director or an employee of the Company or a Subsidiary (or must have retired with the approval of the Company or a Subsidiary) at the time an Award becomes vested. Notwithstanding the foregoing, the Committee shall have the sole power to determine the date of and the circumstances which shall constitute a cessation of employment (including whether the spin-off of a Subsidiary constitutes a cessation of employment of employees who continue in the employ of Subsidiary subject to 3
such spin-off) and to determine whether such cessation is the result of retirement, death or any other reason. The Committee may provide for the termination of any such outstanding Award if a Recipient ceases to be a Director or an employee of the Company or a Subsidiary and may establish such other provisions with respect to the termination or disposition of an Award on the death or retirement of a Recipient as it, in its sole and absolute discretion, deems advisable. 10. EMPLOYMENT STATUS. No Award shall be construed as imposing upon the Company or a Subsidiary the obligation to continue the employment or directorship of a Recipient. No employee or other person shall have any claim or right to be granted an Award under the Plan. 11. REGISTRATION OF STOCK. Each Award and shall be subject to the requirement that if at any time the Committee shall determine that qualification or registration under any state or federal law of the shares of Common Stock or other securities thereby covered or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of or in connection with the granting of such Award or Stock Option or the purchase of shares
such spin-off) and to determine whether such cessation is the result of retirement, death or any other reason. The Committee may provide for the termination of any such outstanding Award if a Recipient ceases to be a Director or an employee of the Company or a Subsidiary and may establish such other provisions with respect to the termination or disposition of an Award on the death or retirement of a Recipient as it, in its sole and absolute discretion, deems advisable. 10. EMPLOYMENT STATUS. No Award shall be construed as imposing upon the Company or a Subsidiary the obligation to continue the employment or directorship of a Recipient. No employee or other person shall have any claim or right to be granted an Award under the Plan. 11. REGISTRATION OF STOCK. Each Award and shall be subject to the requirement that if at any time the Committee shall determine that qualification or registration under any state or federal law of the shares of Common Stock or other securities thereby covered or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of or in connection with the granting of such Award or Stock Option or the purchase of shares thereunder, the Award or Stock Option may not be paid or exercised in whole or in part unless and until such qualification, registration, consent or approval shall have been effected or obtained free of any conditions the Committee, in its sole discretion, deems unacceptable. 12. ASSIGNABILITY. No Award shall be transferable or assignable by the Recipient other than by will or the laws of descent and distribution. 13. DILUTION OR OTHER ADJUSTMENTS. In the event of any changes in the capital structure of the Company, including, but not limited to a change resulting from a stock dividend or split-up, or combination or reclassification of shares, the Board of Directors shall make such equitable adjustments with respect to Awards or any other provisions of this Plan as it deems necessary and appropriate, including, if necessary, any adjustment in the maximum number of shares of Common Stock subject to the Plan or the number of shares of Common Stock subject to an outstanding Award. 14. MERGER, CONSOLIDATION, REORGANIZATION, LIQUIDATION, ETC. The Board of Directors may make such arrangements it deems advisable with respect to outstanding Awards in connection with any corporate merger, 4
consolidation, major acquisition of property for stock, reorganization, or liquidation, which arrangements shall be binding upon Recipients of outstanding Awards, including, but not limited to, the substitution of any new Awards then outstanding, the assumption of any such Awards and the termination of or payment for such Awards. 15. WITHHOLDING TAXES. The Company shall have the right to require the payment of any federal, state, local or foreign taxes required by law to be withheld with respect to any Awards. Such payment may be made in cash, by withholding from Recipient's normal pay, or subject to such conditions as the Committee may establish, a Recipient may elect, in accordance with any applicable regulations, to tender shares of Common Stock to the Company, or have the Company withhold shares of Common Stock, to satisfy all or part of any such withholding obligations, with the value of such tendered or withheld shares of Common Stock based upon their fair market value on the date the tax withholding is required to be made. 16. COSTS AND EXPENSES.
consolidation, major acquisition of property for stock, reorganization, or liquidation, which arrangements shall be binding upon Recipients of outstanding Awards, including, but not limited to, the substitution of any new Awards then outstanding, the assumption of any such Awards and the termination of or payment for such Awards. 15. WITHHOLDING TAXES. The Company shall have the right to require the payment of any federal, state, local or foreign taxes required by law to be withheld with respect to any Awards. Such payment may be made in cash, by withholding from Recipient's normal pay, or subject to such conditions as the Committee may establish, a Recipient may elect, in accordance with any applicable regulations, to tender shares of Common Stock to the Company, or have the Company withhold shares of Common Stock, to satisfy all or part of any such withholding obligations, with the value of such tendered or withheld shares of Common Stock based upon their fair market value on the date the tax withholding is required to be made. 16. COSTS AND EXPENSES. The costs and expenses of administering the Plan shall be borne by the Company and not charged to any Award nor to any Recipient. Costs associated with the sale by a Recipient of any shares of Common Stock granted under this Plan shall be borne by the Recipient. 17. FUNDING THE PLAN. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Award under the Plan. 18. AWARD CONTRACTS AND AWARD AGREEMENTS. The Committee shall have the power to specify the form of Award contracts to be granted from time to time pursuant to and in accordance with the provisions of the Plan and such contracts shall be final, conclusive and binding upon the Company, the stockholders of the Company and the Recipients. No Recipient shall have any rights as a holder of Common Stock with respect to Awards hereunder unless and until certificates for shares of Common Stock are issued to the Recipient. 19. GUIDELINES. The Board of Directors of the Company shall have the power to provide guidelines for administration of the Plan by the Committee and to make any changes in such guidelines from time to time as the Board deems necessary. 5
20. AMENDMENT AND DISCONTINUANCE. The Board of Directors of the Company shall have the right at any time during the continuance of the Plan to amend, modify, supplement, suspend or terminate the Plan, provided that no amendment, modification or termination of the Plan shall in any manner affect any Award theretofore granted under the Plan without the consent of the Recipient of the Award, unless such amendment, modification or termination is by reason of any change in capital structure referred to in Section 13 hereof or unless the same is by reason of the matters referred to in Section 14 hereof. 6
Exhibit 21 SUBSIDIARIES OF SPHERION CORPORATION Following is a list of the direct and indirect subsidiaries of Spherion Corporation, Delaware corporation. Certain
20. AMENDMENT AND DISCONTINUANCE. The Board of Directors of the Company shall have the right at any time during the continuance of the Plan to amend, modify, supplement, suspend or terminate the Plan, provided that no amendment, modification or termination of the Plan shall in any manner affect any Award theretofore granted under the Plan without the consent of the Recipient of the Award, unless such amendment, modification or termination is by reason of any change in capital structure referred to in Section 13 hereof or unless the same is by reason of the matters referred to in Section 14 hereof. 6
Exhibit 21 SUBSIDIARIES OF SPHERION CORPORATION Following is a list of the direct and indirect subsidiaries of Spherion Corporation, Delaware corporation. Certain inactive subsidiaries have been excluded from the list below as such subsidiaries, when considered in the aggregate as one subsidiary, would not constitute a "significant subsidiary." All active subsidiaries do business under their corporate name listed below, or close derivatives thereof, except where indicated otherwise:
Applied Internet Consultancy Group B.V. Atrium (AU-B) Pty Limited Atrium (NL-A) Inc. Atrium (U.S.-B) Inc. C.C. Agency Services Limited Comtex Information Systems, Inc. Crone Corkill Limited Equus People Pty Ltd FSS International Limited HCA-- Home Care Services, Inc. JobOptions, Inc. MTE Management Technology Education Pty Ltd NorCross Holdings LLC NorCross Teleservices L.P. Norrell Corporation Norrell Health Care of New York, Inc. Norrell Health Care, Inc. Norrell International Ltd. Norrell Resources Corporation Norrell Services, Ltd. Norrell Temporary Services, Inc. Parity People Pty Ltd Pec3.com. Pty Ltd Plusbox Limited RTO Insurance Limited Rich Field Agency, Inc. Saratoga Institute, Inc.** Spherion (ACT) Pty Ltd Spherion (Europe) Inc. Spherion (Europe) Staffing Limited Spherion (S) Pte Ltd Spherion (UK) Holdings Limited Spherion Assessment Inc. Spherion Atlantic Enterprises LLC * Spherion Atlantic Operations LLC * Spherion Atlantic Resources LLC * Spherion Atlantic Workforce LLC * Spherion Australia Pty Ltd Spherion Cybercentre B.V. Spherion Education (S) Pte Ltd Spherion Education Limited Spherion Education Limited Spherion Education Pty Ltd Spherion Education Pty Ltd Spherion Financial Corporation Spherion Flex Support B.V. Netherlands Australia Florida Delaware United Kingdom Delaware United Kingdom Australia United Kingdom New York Delaware New Zealand Delaware Delaware Delaware New York Georgia Nevada Delaware Canada Georgia Australia Australia United Kingdom Bermuda Florida California Australia Delaware United Kingdom Singapore United Kingdom North Carolina Delaware Delaware Delaware Delaware Australia Netherlands Singapore United Kingdom Hong Kong Australia New Zealand Delaware Netherlands
Exhibit 21 SUBSIDIARIES OF SPHERION CORPORATION Following is a list of the direct and indirect subsidiaries of Spherion Corporation, Delaware corporation. Certain inactive subsidiaries have been excluded from the list below as such subsidiaries, when considered in the aggregate as one subsidiary, would not constitute a "significant subsidiary." All active subsidiaries do business under their corporate name listed below, or close derivatives thereof, except where indicated otherwise:
Applied Internet Consultancy Group B.V. Atrium (AU-B) Pty Limited Atrium (NL-A) Inc. Atrium (U.S.-B) Inc. C.C. Agency Services Limited Comtex Information Systems, Inc. Crone Corkill Limited Equus People Pty Ltd FSS International Limited HCA-- Home Care Services, Inc. JobOptions, Inc. MTE Management Technology Education Pty Ltd NorCross Holdings LLC NorCross Teleservices L.P. Norrell Corporation Norrell Health Care of New York, Inc. Norrell Health Care, Inc. Norrell International Ltd. Norrell Resources Corporation Norrell Services, Ltd. Norrell Temporary Services, Inc. Parity People Pty Ltd Pec3.com. Pty Ltd Plusbox Limited RTO Insurance Limited Rich Field Agency, Inc. Saratoga Institute, Inc.** Spherion (ACT) Pty Ltd Spherion (Europe) Inc. Spherion (Europe) Staffing Limited Spherion (S) Pte Ltd Spherion (UK) Holdings Limited Spherion Assessment Inc. Spherion Atlantic Enterprises LLC * Spherion Atlantic Operations LLC * Spherion Atlantic Resources LLC * Spherion Atlantic Workforce LLC * Spherion Australia Pty Ltd Spherion Cybercentre B.V. Spherion Education (S) Pte Ltd Spherion Education Limited Spherion Education Limited Spherion Education Pty Ltd Spherion Education Pty Ltd Spherion Financial Corporation Spherion Flex Support B.V. Netherlands Australia Florida Delaware United Kingdom Delaware United Kingdom Australia United Kingdom New York Delaware New Zealand Delaware Delaware Delaware New York Georgia Nevada Delaware Canada Georgia Australia Australia United Kingdom Bermuda Florida California Australia Delaware United Kingdom Singapore United Kingdom North Carolina Delaware Delaware Delaware Delaware Australia Netherlands Singapore United Kingdom Hong Kong Australia New Zealand Delaware Netherlands
Spherion Group Limited Spherion Holdings Ltd. Spherion Limited Spherion Limited Spherion, Ltd Spherion Netherlands B.V. Spherion On-Premise (UK) Limited Spherion Outsourcing Solutions Pty Ltd Spherion Pacific Enterprises LLC * Spherion Pacific Operations LLC * Spherion Pacific Resources LLC * Spherion Pacific Workforce LLC *
Australia Cayman Islands Ireland Hong Kong United Kingdom Netherlands United Kingdom Australia Delaware Delaware Delaware Delaware
Spherion Group Limited Spherion Holdings Ltd. Spherion Limited Spherion Limited Spherion, Ltd Spherion Netherlands B.V. Spherion On-Premise (UK) Limited Spherion Outsourcing Solutions Pty Ltd Spherion Pacific Enterprises LLC * Spherion Pacific Operations LLC * Spherion Pacific Resources LLC * Spherion Pacific Workforce LLC * Spherion Panama S.A. Spherion Payroll Pty Ltd Spherion Receivables LLC Spherion Recruitment Group B.V. Spherion Recruitment Solutions Pty Ltd Spherion Recruitment Solutions Pty Ltd Spherion Technology (UK) Limited Spherion Technology Group B.V. Spherion Technology Group Business Solutions B.V. Spherion Technology Group Development Solutions B.V. Spherion Technology Group Groupware Consulting B.V. Spherion Technology Group Infrastructure Solutions B.V. Spherion Technology Group IQM B.V. Spherion Technology Infrastructure Solutions Limited Spherion Technology Solutions Pty Ltd Spherion U.S. Inc. Spherion UK PLC Spherion Worldwide Holding B.V.
Australia Cayman Islands Ireland Hong Kong United Kingdom Netherlands United Kingdom Australia Delaware Delaware Delaware Delaware Panama Australia Delaware Netherlands Australia New Zealand United Kingdom Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands United Kingdom Australia Florida United Kingdom Netherlands
* Also do business as: Spherion - Staffing Spherion - Outsourcing Spherion - Technology Spherion - Professional Recruiting Spherion - Human Capital Consulting Spherion - Legal Norrell Bossler Hix ** Divested on February 28, 2003
EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 333-05873, 33-76120, 33305959, 333-76122, 333-05957, 333-18935, 333-18883, 333-18885, 333-30841, 333-30211, 333-31901, 333-31895, 333-43757, 333-60365, 333-91995, 333-84751, 333-40914, 333-48116 and 333-60862 on Forms S-8 and Registration Statement Nos. 33-94532, 333-09109, 333-50775, 333-50777 and 333-53351 on Forms S-3 of Spherion Corporation of our report dated February 5, 2003 (which expresses an unqualified opinion and includes explanatory paragraphs relating to the Company's change in method of accounting for derivative instruments to conform to Statement of Financial Accounting Standards No. 133 described in Note 1 and the change in method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standards No. 142 described in Notes 1 and 5), appearing in this Annual Report on Form 10-K of Spherion Corporation for the year ended December 27, 2002.
/s/ Deloitte & Touche LLP Fort Lauderdale, Florida March 12, 2003
EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 333-05873, 33-76120, 33305959, 333-76122, 333-05957, 333-18935, 333-18883, 333-18885, 333-30841, 333-30211, 333-31901, 333-31895, 333-43757, 333-60365, 333-91995, 333-84751, 333-40914, 333-48116 and 333-60862 on Forms S-8 and Registration Statement Nos. 33-94532, 333-09109, 333-50775, 333-50777 and 333-53351 on Forms S-3 of Spherion Corporation of our report dated February 5, 2003 (which expresses an unqualified opinion and includes explanatory paragraphs relating to the Company's change in method of accounting for derivative instruments to conform to Statement of Financial Accounting Standards No. 133 described in Note 1 and the change in method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standards No. 142 described in Notes 1 and 5), appearing in this Annual Report on Form 10-K of Spherion Corporation for the year ended December 27, 2002.
/s/ Deloitte & Touche LLP Fort Lauderdale, Florida March 12, 2003