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EXHIBIT 10.72  





  


Spherion Corporation



Corporate Executives

Management Variable Pay Plan



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. 



        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. 


        The
Variable Pay Opportunity is made up of one component, Company EPS. 




	*
	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. 


        1.     Company Earnings Per Share (EPS).    100% 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 EPS Threshold 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

(100% 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. 


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 




	*
	Confidential
portions omitted and filed separately with the Commission. 


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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. 


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
earned, 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 Compensation Committee
or its 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 Compensation Committee or its designee will administer this Plan and have the power to implement, operate, and interpret this Plan and to take such action as
it 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 the
Compensation Committee or its 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. 




	*
	Confidential
portions omitted and filed separately with the Commission. 


4







 

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)


       







Corporate Executive Management



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	 	 	 	 	*	 




Year End Results



	Example #1	 	 	 	 	 
	Spherion EPS	 	Threshold	 	 	*
	Variable Pay Calculation:	 	 	 	 	 
	EPS	 	$112,500 × 50%	 	$	56,250
	Total Annual Variable Pay	 	 	 	$	56,250
	

Example #2	
 	

 	
 	
 	

 
	Spherion EPS	 	Achievement	 	 	*
	Variable Pay Calculation:	 	 	 	 	 
	EPS	 	$112,500 × 150%	 	$	168,750
	Total Annual Variable Pay	 	 	 	$	168,750






	*
	Confidential
portions omitted and filed separately with the Commission. 


6







 
 
 

EXHIBIT A    
    



	Executive Name
	 	Title
	 	Annual Incentive Award Target

	Roy G. Krause	 	President and Chief Executive Officer	 	90% of annual base salary
	Mark W. Smith	 	Senior Vice President and Chief Financial Officer	 	60% of annual base salary
	Lisa G. Iglesias	 	Senior Vice President, General Counsel and Secretary	 	60% of annual base salary
	Richard A. Lamond	 	Senior Vice President and Chief Human Resources Officer	 	60% of annual base salary
	William G. Halnon	 	Senior Vice President and Chief Information Officer	 	60% of annual base salary




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EXHIBIT A