exv10w1






EXHIBIT 10.1









 




 




Spherion Corporation




Corporate Executives

Management Variable Pay Plan




 




2010 Variable Pay Plan




 




 




For Plan Year: Fiscal 2010




					
	 	 	 	 	 
	2010 Corporate Executives
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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 beginning December 28, 2009 through December 26, 2010 (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 quarter after an Associate begins employment
as a Plan Eligible Associate and terminates immediately when an Associate’s employment as a Plan
Eligible Associate ends.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Start/Transfer	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Date Must be on	 	 	 	 
	 	 	 	 	First Day	 	 	Last Day	 	 	or Before to be	 	 	Bonus Payment	 
	 	Quarter	 	 	of Quarter	 	 	of Quarter	 	 	Eligible	 	 	Date	 
	 	Q1, 2010
	 	 	12/28/09
	 	 	03/28/10
	 	 	12/27/09	 	 	 	 
	 	Q2, 2010
	 	 	03/29/10
	 	 	06/27/10
	 	 	03/28/10	 	 	 	 
	 	Q3, 2010
	 	 	06/28/10
	 	 	09/26/10
	 	 	06/27/10	 	 	 	 
	 	Q4, 2010
	 	 	09/27/10
	 	 	12/26/10
	 	 	09/26/10
	 	 	02/25/11	 
	 





A plan acknowledgement stating that a Plan Eligible Associate has received his/her plan document
and agrees to the terms and conditions contained within the plan document is a requirement to be
eligible to participate in this Plan.



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
full weeks he/she was actively employed as a Plan Eligible Associate. Some examples include:




	 	1.	 	New Hire
	 
	 	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)





					
	 	 	 	 	 
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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.



Components





A Plan Eligible Associate has a Variable Pay Opportunity which is determined as a percentage (%) of
his/her base salary.



The Variable Pay Opportunity is made up of two components: (1) Adjusted Earnings per Share (EPS)
from Continuing Operations and (2) Individual & Operational Goal Measurement. The specifics of
these components are described in more detail below.



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-offs), re-bills, credits, or other
adjustments from the payment calculations.




	1.	 	Adjusted Earnings per Share (EPS) from Continuing Operations: 80% of the Variable Pay
Opportunity is based on the Company attaining adjusted EPS from continuing operations Target
for fiscal year 2010. In order for a Plan Eligible Associate to earn any compensation under
this adjusted EPS component, the Company must attain a minimum adjusted EPS threshold from
continuing operations as represented in the scale below. The adjusted EPS component will not
be earned if 2010 adjusted EPS from continuing operations is less than the threshold. If the
adjusted EPS threshold is reached, the component payout will be precisely interpolated between
Goal Levels as reflected in the chart below.
	 
	 	 	If Company adjusted EPS performance exceeds 125% payout for fiscal year 2010, management will
establish a payout scale above that level for incentive eligible associates based upon
performance and market conditions. The established payout scale will range between 126% and
200% of bonus opportunity for an eligible associate and will be communicated mid-year 2010.
	 
	 	 	The Executive Team’s 2010 annual incentive opportunity will be conditioned on certain
pre-established EPS levels as summarized below:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Adjusted EPS	 	 	 	 	 	 	 	 	Memo: Adjusted	 	 	 	 
	 	 	 	 	from	 	 	 	 	 	 	 	 	EBITDA from	 	 	 	 
	 	Performance	 	 	Continuing	 	 	Payout as a	 	 	 	 	 	Continuing	 	 	Memo: EBITDA as a %	 
	 	Level	 	 	Operations	 	 	% of Target	 	 	 	 	 	Operations	 	 	of Plan	 
	 	Maximum
	 	 	(a)	 	 	200%	 	 	 	 	 	*	 	 	*	 
	 	Above Target
	 	 	(b)	 	 	125%	 	 	 	 	 	*	 	 	*	 
	 	Target
	 	 	(c)	 	 	100%	 	 	 	 	 	*	 	 	*	 
	 	Plan
	 	 	*	 	 	80%	 	 	 	 	 	*	 	 	*	 
	 	Threshold
	 	 	*	 	 	40%	 	 	 	 	 	*	 	 	*	 
	 	Below Threshold
	 	 	*	 	 	0%	 	 	 	 	 	*	 	 	*	 
	 






	*	 	Confidential terms omitted and provided separately to the Securities and Exchange Commission.





					
	 	 	 	 	 
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	(a)	 	EPS at Maximum computed as EBITDA of $* less actual GAAP interest, taxes, depreciation
and amortization divided by actual fully diluted shares outstanding.
	 
	(b)	 	EPS at Above Target computed as EBITDA of $* less actual GAAP interest, taxes,
depreciation and amortization divided by actual fully diluted shares outstanding
	 
	(c)	 	EPS at Target computed as EBITDA of $* less actual GAAP interest, taxes, depreciation
and amortization divided by actual fully diluted shares outstanding.
	 
	 	 	If the adjusted EPS threshold is attained, the payout will be precisely interpolated between
Performance Levels. 100% of any amount earned pursuant to the EPS performance may be
adjusted positively or negatively at the discretion of the Board of Directors after
considering the Company’s performance compared with its peer companies.
	 
	 	 	Note: Adjusted EPS from Continuing Operations will be adjusted to reflect the impact of any
acquisitions based on the development and finalization of the acquired company’s Board
approved business plan.






	2.	 	Individual & Operational Goal Measurement. 20% of the Variable Pay Opportunity is based on
the attainment of one or more categories of the Individual and Operational Goals. Each
Component will be weighted equally for achievement.
	 
	 	 	The three main categories of Individual and Operational goals are as follows:
	 
	 	 	a.                     *

b.                     *

c.                     *





Individual goals and performance measures are assigned to each operational goal. If the
assigned category goal is reached, the component payout will be precisely interpolated between
Goal Levels as reflected in the chart below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage of	 
	 	Goal Level	 	 	Operational Goal Measurement	 	 	Component	 
	 	 	 	 	*	 	 	*	 	 	*	 	 	 	 
	 	Achievement
	 	 	*
	 	 	*
	 	 	*
	 	 	200%	 
	 	Target
	 	 	*
	 	 	*
	 	 	*
	 	 	100%	 
	 	Threshold
	 	 	*
	 	 	*
	 	 	*
	 	 	50%	 
	 	Below Threshold
	 	 	*
	 	 	*
	 	 	*
	 	 	0%	 
	 






	*	 	Confidential terms omitted and provided separately to the Securities and Exchange Commission.





					
	 	 	 	 	 
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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 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
awarded under this Plan will not be considered to have met the eligibility requirements of the
Plan. The final eligibility requirement of the Plan is for the otherwise eligible associate to
remain employed with the Spherion between the end of the Variable Pay Period and the payout date
unless the otherwise Plan Eligible Associate is terminated by Spherion without cause. If the
otherwise 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 met the necessary requirements for compensation under this Plan.



The eligibility requirements described in this Plan are void to the extent that they conflict with
state or local law.



Bonus Cap





A Plan Eligible Associate may not earn more than 200% of the Plan Eligible Associate’s opportunity
for the Plan Year under this Plan.



Disputes; Conflicts





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.



Notwithstanding the foregoing, or anything to the contrary in the Plan, in the event of any
conflict between the terms of this Plan, and the terms of the Plan Eligible Associate’s Executive
Employment Agreement with the Company, the terms of the Employment Agreement shall govern.



					
	 	 	 	 	 
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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.



Acknowledgement





We hereby acknowledge receipt and agree with the foregoing variable pay plan for FY 2010 (the
“Plan”), which is in effect from December 28, 2009, through December 26, 2010. Except as otherwise
stated in the Plan, the Plan supersedes and replaces all other variable pay plans that previously
applied to your current position with Spherion.



We also understand that any exception or modification to the Plan must be approved in writing by
the Chief Human Resources Officer and/or his or her designee and the President of the Business
Group of Spherion Corporation.



					
	 	 	 	 	 
	2010 Corporate Executives
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	 	©Copyright2010,SpherionCorporation