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EXHIBIT 10.73  





  


Spherion Corporation



Line of Business

Executive Management



2005 Variable Pay Plan


       












 For Plan Year: Fiscal 2005  




	*
	Confidential
portions omitted and filed separately with the Commission. 


1







 

Introduction  


        The following Variable Pay Plan (the "Plan") is designed to reward Plan Eligible Associates for achievement of specific goals as well as to provide an incentive
to retain talent and encourage future performance with Spherion. This Plan has been established to align your individual success with that of Spherion and your business unit. 



        Your
dedication and commitment to the Company is greatly appreciated. Thank you for your continued support now and in the future. 


Effective Date/Plan Year  


        This Plan is in effect for Fiscal Year 2005 (January 3, 2005 through January 1, 2006) (the "Plan Year"). This Plan supersedes any prior plans as of
the date it becomes effective. This Plan may be extended beyond the Plan Year at the sole discretion of Spherion. 



Eligibility  


        Eligibility to participate in this Plan is within Spherion's sole discretion, but in general is based on an Associate's position. For purposes of this Plan, the
term Plan Eligible Associate means an Associate who Spherion determines is eligible to participate in this Plan. 


        Eligibility
begins on the first day of the accounting month after an Associate begins employment as a Plan Eligible Associate and terminates immediately when an Associate's employment as
a Plan Eligible Associate ends. Change of Positions/Leave of Absence/ Other types of Pro-rated Compensation In order to be eligible for or earn any compensation under this Plan, a Plan
Eligible Associate must remain employed by Spherion in some capacity through the last date of the Variable Pay Period. If the Plan Eligible Associate does not meet this condition, he/she will not earn
any compensation under this Plan. (See the Variable Pay Period/Payment Section below) If a Plan Eligible Associate meets this condition, but was
actively employed as a Plan Eligible Associate for only a part of
the Variable Pay Period, his/her compensation under this Plan will be pro-rated based on the number of weeks he/she was actively employed as a Plan Eligible Associate. Some examples
include: 



	1.
	New
Hires



	2.
	Leave
of Absence—LOA



	3.
	Change
in Work Classification Status (full-time vs. part-time)



	4.
	Position
Changes resulting in Incentive Plan &/or Salary Changes



	5.
	P&L
Roll Up Structure Changes (with no position change) 




        For
a detailed explanation of the administrative policies on how these and other types of Personnel Changes affect the Plan Eligible Associate's compensation, please refer to the
Pro-Ration Guidelines found on Explore under Business Process Map/Associate HR/Incentive Compensation Pro-Ration Guidelines. 


Components  


        A Plan Eligible Associate has a Variable Pay Opportunity which is determined as a percentage (%) of his/her base salary. The Spherion Compensation Department will
provide each Plan Eligible Associate with written confirmation (through Spherion's On-Line Resource) of the percentage (%) of base salary for his/her Variable Pay Opportunity. 




	*
	Confidential
portions omitted and filed separately with the Commission. 


2







 


        To
the extent permitted by the law, Spherion shall have the right to withhold, deduct, and/or set off any and all amounts for bad debts (including write-off's), re-bills,
credits, or other adjustments from the payment calculations. 


        The
Variable Pay Opportunity is made up of two components: (1) Company EPS; and (2) Line of Business (LOB) Net Operating Income (NOI) targets. The specifics of these
components are described in more detail below. 


        The
targets have been established on the basis of anticipated growth rates, financial analysis, market analysis, Company objectives, and other considerations.    The Spherion
Compensation Department will provide the Plan Eligible Associate with written confirmation (through Spherion's On-Line Resource) of his/her NOI targets. The targets have been set at the
beginning of the year, but are subject to change at the sole discretion of the Company. Any change to the targets will be communicated to the impacted Plan Eligible Associate. 


	1.
	Company Earnings Per Share (EPS). 75%    of the Variable Pay Opportunity is based on the Company attaining its EPS Target for
fiscal year 2005. In order for a Plan Eligible Associate to earn any compensation under this EPS component, the Company must attain a minimum Threshold EPS of    *    . No EPS
component will be earned if the EPS is less than the Threshold. If the EPS Threshold is reached, the component payout will increase and be interpolated between Goal Levels as reflected in the chart
below. 






	Spherion EPS

(75% of Variable Pay Opportunity)

	Goal Level
	 	EPS
	 	% of EPS Component

Awarded

	Achievement	 	*	 	200%
	Achievement	 	*	 	150%
	Target	 	*	 	100%
	Threshold	 	*	 	50%
	Below Threshold	 	*	 	0%






        The
EPS goal levels are set at the beginning of the year, but are subject to change at the sole discretion of the Company. Any change to the EPS goal levels will be communicated to the
Plan Eligible Associates. 


        Payout
of this component will be capped at 200% of the EPS Component Awarded; provided however, in the event that Company EPS exceeds    *    , the Compensation
Committee, in its sole discretion, upon recommendation by the CEO may create and distribute a pool of additional payout dollars as it deems appropriate. 


	2.
	LOB Net Operating Income (LOB-NOI) Target.    25% of the Variable Pay Opportunity is based on the 2005 NOI target
established for the Plan Eligible Associate's LOB. In order for a Plan Eligible Associate to earn any compensation under this LOB-NOI component, LOB-NOI must attain a 






	*
	Confidential
portions omitted and filed separately with the Commission. 


3







 

minimum
Threshold of 90% of the Target NOI. No compensation will be earned if the LOB-NOI is less than the Threshold. LOB-NOI between 97% and 103% of the Target will be
considered within the Target Range. If LOB-NOI exceeds 103% of the Target, the LOB-NOI component payout will increase and be interpolated between Goal Levels as reflected in
the chart below. 





	LOB NOI

(25% of Variable Pay Opportunity)
	 
	Goal Level

(Expressed as a % of Target)
	 	Target NOI
	 	% of NOI Component Payout
	 
	Achievement (120%)	 	Staffing Services:    *

Professional Services:    *	 	150	%
	Target Range (97% - 103%)	 	Staffing Services:

97% - 103% of Target

Professional Services:

97% - 103% of Target	 	100	%
	Threshold (90% - 96.9%)	 	Staffing Services:

90% - 96.9% of Target

Professional Services:

90% - 96.9% of Target	 	75	%
	Below Threshold (<90%)	 	Staffing Services:

<90% of Target

Professional Services:

<90% of Target	 	0	%






Please see the example provided at the end of this Plan.  


Variable Pay Period/Payment  


        The "Variable Pay Period" is the Plan Year. Compensation under this Plan is based on annual results and is therefore earned on an annual basis. A Plan Eligible
Associate must be employed by Spherion through the last date of the Variable Pay Period to be eligible for or earn any compensation under this Plan. (See Termination of
Employment Section Below) Any compensation earned under this Plan will be paid within 45 business days after the close of the accounting year. 


Termination of Employment  


        Eligibility to participate in and ability to earn any, or receive any compensation under this Plan ceases immediately upon termination of employment with Spherion
regardless of whether such termination of employment is due to resignation, termination without cause, termination for cause, or otherwise. 



        A
Plan Eligible Associate, whose employment with Spherion terminates prior to the end of the Variable Pay Period, will not be eligible for or be considered to have earned compensation
under this Plan in whole or in part. 


        In
addition, any Plan Eligible Associate who resigns his/her employment or who is terminated for cause after the end of the Variable Pay Period but before Spherion pays the actual
compensation earned under this Plan will not be eligible for or be considered to have earned any compensation under this Plan. If a Plan Eligible Associate is terminated by Spherion without cause
after the Variable Pay Period but before Spherion pays the compensation, the Plan Eligible Associate will be considered to have earned compensation under this Plan through the end of the Variable Pay
Period. 




	*
	Confidential
portions omitted and filed separately with the Commission. 


4







 

Retention Bonus  


        A Plan Eligible Associate may not earn more than 200% of the Plan Eligible Associate's variable pay opportunity for the Plan Year under this Plan. Spherion will
continue to calculate variable pay that exceeds 200% of the Plan Eligible Associate's variable pay opportunity and the amounts will be deferred in cash as a retention bonus. 


        If
applicable, the retention bonus will be distributed along with the regularly scheduled variable pay compensation for Fiscal Year 2006 (within 45 business days after the close of the
2006 accounting year). In order to earn the retention bonus, the Plan Eligible Associate must still be employed with Spherion on the date the payment is made; provided, that if a Plan Eligible
Associate is terminated by Spherion without cause during the period between the end of the Variable Pay Period and the date the retention bonus is paid, the Plan Eligible Associate will still be
eligible to receive the retention bonus. 


Disputes  


        If there is a dispute related to this Plan, including, but not limited to, a dispute over eligibility or award, it will be resolved by the Principal Executive
Officer or his/her designee, whose decision shall be final. 



At-Will Employment  


        The only matter this Plan is intended to address is variable pay compensation. Nothing in this Plan shall alter or be construed as to alter the
at-will employment status of any Plan Eligible Associate. The Plan Eligible Associate's employment is at-will and may be terminated by either party at any time, with or without
cause. 


Amendments, Exceptions, or Termination of the Plan  


        The Principal Executive Officer or his/her designee will administer this Plan and have the power to implement, operate, and interpret this Plan and to take such
action as he/she deems equitable and consistent with the purpose of this Plan in particular circumstances. No exception or modification to this Plan will be valid unless it has been approved in
writing by a Principal Executive Officer or his/her designee. 


        The
Company reserves the right to change, modify, alter, amend, or cancel this Plan at any time, with or without notice and with or without consideration. 


Acknowledgement  


        Plan Eligible Associate acknowledges that he/she has reviewed the Plan and will address any of his/her questions to the Spherion Compensation Department. Plan
Eligible Associate hereby reaffirms his/her Acknowledgement of the Plan. 




	*
	Confidential
portions omitted and filed separately with the Commission. 


5







 

        EXAMPLE (This example is not intended to imply any actual percentages, payout, or targets under this Variable Pay Plan. It is merely for illustrative purposes to
show how the Variable Pay Plan components may be calculated in a hypothetical situation)


       







Executive Management Variable Pay Plan

Line of Business Employees



2005 Variable Pay Plan Example  



	Assumptions:	 	 	 	 	 	 
	Base Salary (January 1, 2005)	 	 	 	$	225,000	 
	Variable Pay Opportunity (% of base)	 	 	 	 	50	%
	Variable Pay Opportunity ($)	 	$225,000 × 50%	 	$	112,500	 
	Spherion EPS target	 	 	 	 	*	 
	LOB NOI target	 	 	 	 	*	 
	
Year End Results


	
 
	
1.    Spherion EPS	
 	

Threshold	
 	
 	

*	
 
	2.    LOB NOI	 	< Threshold	 	 	*	 
	

Variable Pay Calculation:	
 	

 	
 	
 	

 	
 
	EPS	 	($112,500 × 75%) × 50%	 	$	42,188	 
	LOB NOI	 	($112,500 × 25%) × 0%	 	$	0	 
	Total Variable Pay	 	$42,188 + $0	 	$	42,188	 






	*
	Confidential
portions omitted and filed separately with the Commission. 


6







 
 
 

EXHIBIT A    
    



	Executive Name
	 	Title
	 	Annual Incentive Award Target

	Eric Archer	 	President, Professional Services	 	75% of annual base salary
	Byrne K. Mulrooney	 	President, Staffing Services	 	75% of annual base salary




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EXHIBIT A