Amended and Restated Executive Deferred Compensation Plan




 Exhibit 10.28 
 MPS GROUP, INC. 
 EXECUTIVE DEFERRED COMPENSATION PLAN 








 ARTICLE I 
 ESTABLISHMENT AND PURPOSE 
 MPS Group, Inc. (the
“Company”) hereby amends and restates the MPS Group, Inc. Executive Deferred Compensation Plan (the “Plan”), effective January 1, 2009. 
 The purpose of the MPS Group, Inc. Executive Deferred Compensation Plan (“Plan”) is to aid the Company in retaining and attracting executive employees and Directors by providing them with tax deferred savings opportunities. The
Plan provides a select group of management and highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974, as amended (ERISA) of the Company and Directors with
the opportunity to elect to defer receipt of specified portions of compensation, and to have these deferred amounts treated as if invested in specified hypothetical investment benchmarks. The Plan shall be effective for Base Salary, Bonus
Compensation, commission earnings, and Director’s Fees earned for periods beginning on or after January 1, 2005. The Modis Professional Services, Inc. Executive Deferred Compensation Plan as in effect on December 31, 2004 (the
“Grandfathered Plan”) shall continue to apply with respect to deferrals made from compensation earned for periods before January 1, 2005. In addition, for administrative convenience, the Administrative Committee shall maintain a
separate Deferral Account under this Plan for each participant in the Management Savings Plan to record any amounts payable to such participant under the Management Savings Plan. 
 ARTICLE II 
 DEFINITIONS 

Section 2.1 
 Account. Account means a
bookkeeping account maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Plan. The Committee may maintain an Account to record the total obligation to a
Participant and component Accounts to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account established by the Committee, as the context requires. Accounts are intended to constitute
unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(l) of ERISA. 
 Section 2.2 
 Account Balance. Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the
most recent Valuation Date. 
 Section 2.3 
 Administrative Committee. “Administrative Committee” means the committee appointed by the Committee pursuant to Article III. 








 Section 2.4 
 Adopting Employer. Adopting Employer means an Affiliate who, with the consent of the Company, has adopted the Plan for the benefit of its eligible employees. 
 Section 2.5 
 Affiliate. Affiliate means a corporation, trade or business that, together with the
Company, is treated as a single employer under Code Section 414(b) or (c). 
 Section 2.6 
 Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary is
entitled in accordance with provisions of the Plan. The Participant’s spouse, if living, otherwise the Participant’s estate, shall be the Beneficiary if: (i) the Participant has failed to properly designate a Beneficiary, or
(ii) all designated Beneficiaries have predeceased the Participant. 
 A former spouse shall have no interest under the Plan, as
Beneficiary or otherwise, unless the Participant designates such person as a Beneficiary after dissolution of the marriage, except to the extent provided under the terms of a domestic relations order as described in Code Section 414(p)(1)(B).

 Section 2.7 
 Business Day.
Business Day means each day on which the New York Stock Exchange is open for business. 
 Section 2.8 
 Change in Control. Change in Control means, with respect to a Participating Employer that is organized as a corporation, any of the following
events: (i) a change in the ownership of the Participating Employer, (ii) a change in the effective control of the Participating Employer, or (iii) a change in the ownership of a substantial portion of the assets of the Participating
Employer. 
 For purposes of this Section, a change in the ownership of the Participating Employer occurs on the date on which any one person,
or more than one person acting as a group, acquires ownership of stock of the Participating Employer that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock
of the Participating Employer. A change in the effective control of the Participating Employer occurs on the date on which either: (i) a person, or more than one person acting as a group, acquires ownership of stock of the Participating
Employer possessing 30% or more of the total voting power of the stock of the Participating Employer, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or (ii) a majority
of the members of the Participating Employer’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the 

  

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members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder of the
Participating Employer. A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group, other than a person or group of persons that is related to the Participating
Employer, acquires assets from the Participating Employer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Participating Employer immediately prior to such
acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition. 
 An event constitutes a Change in Control with respect to a Participant only if the Participant performs services for the Participating Employer that has experienced the Change in Control, or the Participant’s
relationship to the affected Participating Employer otherwise satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(ii). 
 Notwithstanding anything to the contrary herein, with respect to a Participating Employer that is a partnership, Change in Control means only a change in the ownership of the partnership or a change in the ownership of a substantial portion
of the assets of the partnership, and the provisions set forth above respecting such changes relative to a corporation shall be applied by analogy. 
 The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the requirements of Code Section 409A. 
 Section 2.9 
 Claimant. Claimant means a Participant or Beneficiary filing a claim under Article
III of this Plan. 
 Section 2.10 
 Code. Code means the Internal Revenue Code of 1986, as amended from time to time. 
 Section 2.11 
 Code Section 409A. Code Section 409A means section 409A of the Code, and regulations and other guidance issued by the Treasury Department
and Internal Revenue Service thereunder. 
 Section 2.12 
 Committee. Committee means the Compensation Committee of the Board of Directors of the Company. The Compensation Committee may establish and appoint the members of the Administrative Committee to be responsible
for the day to day administration of the Plan. If no designation is made, the senior Human Resources officer or his delegate shall have and exercise the powers of the Administrative Committee. 
  

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 Section 2.13 
 Company. Company means MPS Group, Inc. 
 Section 2.14 
 Company Contribution. Company Contribution means a credit by a Participating Employer to a Participant’s Account(s) in accordance with the provisions of Article VI of the Plan. Company Contributions are
credited at the sole discretion of the Participating Employer and the fact that a Company Contribution is credited in one year shall not obligate the Participating Employer to continue to make such Company Contribution in subsequent years. Unless
the context clearly indicates otherwise, a reference to Company Contribution shall include Earnings attributable to such contribution. 
 Section 2.15

 Company Stock. Company Stock means phantom shares of common stock issued by Company. 
 Section 2.16 
 Compensation. Compensation means a
Participant’s base salary, bonus, commission, Director fees, and such other cash or equity-based compensation (if any) approved by the Committee as Compensation that may be deferred under this Plan. Compensation shall not include any
compensation that has been previously deferred under this Plan or any other arrangement subject to Code Section 409A. 
 Section 2.17 

Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement between a Participant and a Participating Employer that
specifies: (i) the amount of each component of Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article V, and (ii) the Payment Schedule applicable to one or more Accounts. The
Committee may permit different deferral amounts for each component of Compensation and may establish a minimum or maximum deferral amount for each such component. Unless otherwise specified by the Committee in the Compensation Deferral Agreement,
Participants may defer up to (90%) of their base salary and up to (100%) of other types of Compensation for a Plan Year. Directors may defer up to 100% of their meeting, retainer and other fees. A Compensation Deferral Agreement may also
specify the investment allocation described in Section 9.4. 
 Section 2.18 
 Death Benefit. Death Benefit means the benefit payable under the Plan to a Participant’s Beneficiary(ies) upon the Participant’s death as
provided in Section 7.1 of the Plan. 
  

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 Section 2.19 
 Deferral. Deferral means a credit to a Participant’s Account(s) that records that portion of the Participant’s Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article
V. Unless the context of the Plan clearly indicates otherwise, a reference to Deferrals includes Earnings attributable to such Deferrals. 
 Deferrals shall be calculated with respect to the gross cash Compensation payable to the Participant prior to any deductions or withholdings, but shall be reduced by the Committee as necessary so that it does not exceed 100% of the cash
Compensation of the Participant remaining after deduction of all required income and employment taxes, employee benefit deductions, and other deductions required by law. Changes to payroll withholdings that affect the amount of Compensation being
deferred to the Plan shall be allowed only to the extent permissible under Code Section 409A. 
 Section 2.20 
 Director. Director means a member of the Board of Directors of the Company. 
 Section 2.21 
 Earnings. Earnings means an adjustment to the value of an Account in accordance
with Article IX. 
 Section 2.22 
 Effective Date. Effective Date means January 1, 2009. 
 Section 2.23 
 Eligible Employee. Eligible Employee means a member of a “select group of management or highly compensated employees” of a Participating
Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(l) of ERISA, as determined by the Committee from time to time in its sole discretion. 
 Section 2.24 
 Employee. Employee means a common-law employee of an Employer. 
 Section 2.25 
 Employer. Employer means, with
respect to Employees it employs, the Company and each Affiliate. 
 Section 2.26 
 ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. 
  

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 Section 2.27 
 Fiscal Year Compensation. Fiscal Year Compensation means Compensation earned during one or more consecutive fiscal years of a Participating Employer, all of which is paid after the last day of such fiscal year or years. 

Section 2.28 
 Grandfathered Account.
Grandfathered Account means amounts deferred under the Grandfathered Plan prior to January 1, 2005 that were vested as of December 31, 2004. 
 Section 2.29 
 Participant. Participant means an Eligible Employee or a Director who has received notification of his or
her eligibility to defer Compensation under the Plan under Section 4.1 and any other person with an Account Balance greater than zero, regardless of whether such individual continues to be an Eligible Employee or a Director. A
Participant’s continued participation in the Plan shall be governed by Section 4.2 of the Plan. 
 Section 2.30 
 Participating Employer. Participating Employer means the Company and each Adopting Employer. 
 Section 2.31 
 Payment Schedule. Payment Schedule
means the date as of which payment of an Account under the Plan will commence and the form in which payment of such Account will be made. 
 Section 2.32 
 Performance-Based Compensation. Performance-Based Compensation means Compensation where the amount of, or
entitlement to, the Compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months. Organizational or individual performance
criteria are considered pre-established if established in writing by not later than 90 days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria
are established. The determination of whether Compensation qualifies as “Performance-Based Compensation” will be made in accordance with Treas. Reg. Section 1.409A-1(e) and subsequent guidance. 
 Section 2.33 
 Plan. Generally, the term Plan
means the “MPS Group, Inc. Executive Deferred Compensation Plan” as documented herein and as may be amended from time to time 

  

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hereafter. However, to the extent permitted or required under Code Section 409A, the term Plan may in the appropriate context also mean a portion of the
Plan that is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of the Plan and any other nonqualified deferred compensation plan or portion thereof that is treated as a single plan under such section.

 Section 2.34 
 Plan Year. Plan
Year means January 1 through December 31. 
 Section 2.35 
 Retirement. Retirement means a Participant’s Separation from Service after attainment of age 55. 
 Section 2.36 
 Retirement Benefit. Retirement Benefit means the benefit payable to a Participant under the Plan
following the Retirement of the Participant. 
 Section 2.37 
 Retirement/Termination Account. Retirement/Termination Account means an Account established by the Committee to record the amounts payable to a Participant upon Separation from Service. Unless the Participant
has established a Specified Date Account, all Deferrals and Company Contributions shall be allocated to a Retirement/Termination Account on behalf of the Participant. 
 Section 2.38 
 Separation from Service. Separation from Service means an Employee’s
termination of employment with the Employer. Whether a Separation from Service has occurred shall be determined by the Committee in accordance with Code Section 409A. 
 Except in the case of an Employee on a bona fide leave of absence as provided below, an Employee is deemed to have incurred a Separation from Service if the Employer and the Employee reasonably anticipated that the
level of services to be performed by the Employee after a date certain would be reduced to 20% or less of the average services rendered by the Employee during the immediately preceding 36-month period (or the total period of employment, if less than
36 months), disregarding periods during which the Employee was on a bona fide leave of absence. 
 An Employee who is absent from work due to
military leave, sick leave, or other bona fide leave of absence shall incur a Separation from Service on the first date immediately following the later of: (i) the six month anniversary of the commencement of the leave, or (ii) the
expiration of the Employee’s right, if any, to reemployment under statute or contract. 
  

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 If a Participant is both a Director and an Employee, the services provided as a Director shall be
disregarded in determining whether there has been a Separation from Service as an Employee, and the services provided as an Employee shall be disregarded in determining whether there has been a Separation from Service as a Director, provided the
portion of the Plan in which the Participant participates as a Director is substantially similar to arrangements covering non-Employee Directors. 
 For purposes of determining whether a Separation from Service has occurred, the Employer means the Employer as defined in Section 2.25 of the Plan, except that in applying Code sections 1563(a)(l), (2) and (3) for purposes of
determining whether another organization is an Affiliate of the Company under Code Section 414(b), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining whether another organization is an Affiliate of the
Company under Code Section 414(c), “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in those sections. 
 The Committee specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated party constitutes a Separation from Service with respect to a Participant providing
services to the seller immediately prior to the transaction and providing services to the buyer after the transaction. Such determination shall be made in accordance with the requirements of Code Section 409A. 
 Section 2.39 
 Specified Date Account. Specified
Date Account means an Account established by the Committee to record the amounts payable at a future date as specified in the Participant’s Compensation Deferral Agreement. Unless otherwise determined by the Committee, a Participant may
maintain no more than five Specified Date Accounts. A Specified Date Account may be identified in enrollment materials as an “In-Service Account” or such other name as established by the Committee without affecting the meaning thereof.

 Section 2.40 
 Specified Date
Benefit. Specified Date Benefit means the benefit payable to a Participant under the Plan in accordance with Section 7.1(c). 
 Section 2.41

 Specified Employee. Specified Employee means an Employee who, as of the date of his or her Separation from Service, is a “key
employee” of the Company or any Affiliate, any stock of which is actively traded on an established securities market or otherwise. 
 An
Employee is a key employee if he or she meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with applicable regulations thereunder and without regard to Code Section 416(i)(5)) at any time
during the 12-month period ending on the Specified Employee Identification Date. Such Employee shall be treated as a key employee for the entire 12-month period beginning on the Specified Employee Effective Date. 
  

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For purposes of determining whether an Employee is a Specified Employee, the compensation of the Employee shall be determined in accordance with the
definition of compensation provided under Treas. Reg. Section 1.415(c)-2(d)(3) (wages within the meaning of Code section 3401 (a) for purposes of income tax withholding at the source, plus amounts excludible from gross income under section
125(a), 132(f)(4), 402(e)(3), 402(h)(l)(B), 402(k) or 457(b), without regard to rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed); provided, however, that, with respect
to a nonresident alien who is not a Participant in the Plan, compensation shall not include compensation that is not includible in the gross income of the Employee under Code Sections 872, 893, 894, 911, 931 and 933, provided such compensation is
not effectively connected with the conduct of a trade or business within the United States. 
 Notwithstanding anything in this paragraph to
the contrary: (i) if a different definition of compensation has been designated by the Company with respect to another nonqualified deferred compensation plan in which a key employee participates, the definition of compensation shall be the
definition provided in Treas. Reg. Section 1.409A-1(i)(2), and (ii) the Company may through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the Company, elect to use a different
definition of compensation. 
 In the event of corporate transactions described in Treas. Reg. Section 1.409A-l (i) (6), the
identification of Specified Employees shall be determined in accordance with the default rules described therein, unless the Employer elects to utilize the available alternative methodology through designations made within the timeframes specified
therein. 
 Section 2.42 
 Specified
Employee Identification Date. Specified Employee Identification Date means December 31, unless the Employer has elected a different date through action that is legally binding with respect to all nonqualified deferred compensation plans
maintained by the Employer. 
 Section 2.43 
 Specified Employee Effective Date. Specified Employee Effective Date means the first day of the fourth month following the Specified Employee Identification Date, or such earlier date as is selected by the Committee. 
 Section 2.44 
 Substantial Risk of Forfeiture.
Substantial Risk of Forfeiture means the description specified in Treas. Reg. Section 1.409A-1(d). 
 Section 2.45 
 Termination Benefit. Termination Benefit means the benefit payable to a Participant under the Plan following the Participant’s Separation from
Service prior to Retirement. 
  

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 Section 2.46 
 Unforeseeable Emergency. Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s dependent (as
defined in Code section 152, without regard to section 152(b)(l), (b)(2), and (d)(l)(B)), or a Beneficiary; loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise
covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The types of events which may qualify as an
Unforeseeable Emergency may be limited by the Committee. 
 Section 2.47 
 Valuation Date. Valuation Date means each Business Day. 
 ARTICLE III 

 ADMINISTRATION 
 Section 3.1

 Committee and Administrative Committee Duties. This Plan shall be administered by the Committee. A majority of the members of the
Committee shall constitute a quorum for the transaction of business. All resolutions or other action taken by the Committee shall be by a vote of a majority of its members present at any meeting or, without a meeting, by an instrument in writing
signed by all its members. Members of the Committee may participate in a meeting of such Committee by means of a conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other, and
such participation in a meeting shall constitute presence in person at the meeting and waiver of notice of such meeting. The Committee shall be responsible for the administration of this Plan and shall have all powers necessary to administer this
Plan, including discretionary authority to determine eligibility for benefits and to decide claims under the terms of this Plan, except to the extent that any such powers are vested in any other person administering this Plan by the Committee. The
Committee may from time to time establish rules for the administration of this Plan, and it shall have the exclusive right to interpret this Plan and to decide any matters arising in connection with the administration and operation of this Plan. All
rules, interpretations and decisions of the Committee shall be conclusive and binding on the Company, Participants and Beneficiaries. 
 The
Committee has delegated to the Administrative Committee responsibility for performing certain administrative and ministerial functions under this Plan. The Administrative Committee shall be responsible for the day-to-day operation of the Plan and
shall have such authority as is required to perform its responsibilities except to the extent such authority or responsibility is reserved to the Committee under this Plan or otherwise. The Committee shall have discretion to delegate to the
Administrative Committee such additional duties as it may determine. The Administrative Committee 

  

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may designate one of its members as a chairperson and may retain and supervise outside providers, third party administrators, record keepers and
professionals (including in-house professionals) to perform any or all of the duties delegated to it hereunder. 
 Neither the Committee nor a
member of the Board nor any member of the Administrative Committee shall be liable for any act or action hereunder, whether of omission or commission, by any other member or employee or by any agent to whom duties in connection with the
administration of this Plan have been delegated or for anything done or omitted to be done in connection with this Plan. The Committee and the Administrative Committee shall keep records of all of their respective proceedings and the Administrative
Committee shall keep records of all payments made to Participants or Beneficiaries and payments made for expenses or otherwise. The Company shall, to the fullest extent permitted by law, indemnify each director, officer or employee of the Company
(including the heirs, executors, administrators and other personal representatives of such person), each member of the Committee and Administrative Committee against expenses (including attorneys’ fees), judgments, fines, amounts paid in
settlement, actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be
involved by reason of the fact that he or she is or was serving this Plan in any capacity at the request of the Company, the Committee or Administrative Committee. Any expense incurred by the Company, the Committee or the Administrative Committee
relative to the administration of this Plan shall be paid by the Company and/or may be deducted from the Deferral Accounts of the Participants as determined by the Committee. 
 Section 3.2 
 Claim Procedure. If a Participant or Beneficiary makes a written request alleging a
right to receive payments under this Plan or alleging a right to receive an adjustment in benefits being paid under this Plan, such actions shall be treated as a claim for benefits. All claims for benefits under this Plan shall be sent to the
Administrative Committee. If the Administrative Committee determines that any individual who has claimed a right to receive benefits, or different benefits, under this Plan is not entitled to receive all or any part of the benefits claimed, the
Administrative Committee shall inform the Claimant in writing of such determination and the reasons therefor in terms calculated to be understood by the Claimant. The notice shall be sent within 90 days of the claim unless the Administrative
Committee determines that additional time, not exceeding 90 days, is needed and so notifies the Participant. The notice shall make specific reference to the pertinent Plan provisions on which the denial is based, and shall describe any additional
material or information that is necessary. Such notice shall, in addition, inform the Claimant of the procedure that the Claimant should follow to take advantage of the review procedures set forth below in the event the Claimant desires to contest
the denial of the claim. The Claimant may within 90 days thereafter submit in writing to the Administrative Committee a notice that the Claimant contests the denial of his or her claim and desires a further review by the Committee. The Committee
shall within 60 days thereafter review the claim and authorize the Claimant to review pertinent documents and submit issues and comments relating to the claim to the Committee. The 

  

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Committee will render a final decision on behalf of the Company with specific reasons therefor in writing and will transmit it to the Claimant within 60 days
of the written request for review, unless the Chairperson of the Committee determines that additional time, not exceeding 60 days, is needed, and so notifies the Participant. If the Administrative Committee fails to respond to a claim filed in
accordance with the foregoing within 60 days or any such extended period, the Company shall be deemed to have denied the claim. 
 ARTICLE IV 
 ELIGIBILITY AND PARTICIPATION 
 Section 4.1 
 Eligibility and Participation. An
Eligible Employee or a Director becomes a Participant upon the earlier to occur of: (i) a credit of Company Contributions under Article VI, or (ii) receipt of notification of eligibility to participate. 
 Section 4.2 
 Duration. A Participant shall be
eligible to defer Compensation and receive allocations of Company Contributions, subject to the terms of the Plan, for as long as such Participant remains an Eligible Employee or a Director. A Participant who is no longer an Eligible Employee or a
Director but has not Separated from Service may not defer Compensation under the Plan beyond the Plan Year in which he or she became ineligible but may otherwise exercise all of the rights of a Participant under the Plan with respect to his or her
Account(s). On and after a Separation from Service, a Participant shall remain a Participant as long as his or her Account Balance is greater than zero (0), and during such time may continue to make allocation elections as provided in
Section 9.4. An individual shall cease being a Participant in the Plan when all benefits under the Plan to which he or she is entitled have been paid. 
 ARTICLE V 
 DEFERRALS 
 Section 5.1 Deferral Elections, Generally. 
  

	 	(a)	A Participant may elect to defer Compensation by submitting a Compensation Deferral Agreement during the enrollment periods established by the Committee and in the manner specified
by the Committee, but in any event, in accordance with Section 5.2. A Compensation Deferral Agreement that is not timely filed with respect to a service period or component of Compensation shall be considered void and shall have no effect with
respect to such service period or Compensation. The Committee may modify any Compensation Deferral Agreement prior to the date the election becomes irrevocable under the rules of Section 5.2. 

  

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	 	(b)	The Participant shall specify on his or her Compensation Deferral Agreement the amount of Deferrals and whether to allocate Deferrals to a Retirement/Termination Account or to a
Specified Date Account. If no designation is made, Deferrals shall be allocated to the Retirement/Termination Account. A Participant may also specify in his or her Compensation Deferral Agreement the Payment Schedule applicable to his or her Plan
Accounts. If the Payment Schedule is not specified in a Compensation Deferral Agreement, the Payment Schedule shall be the Payment Schedule specified in Section 7.2. 

 Section 5.2 Timing Requirements for Compensation Deferral Agreements. 
  

	 	(a)	First Year of Eligibility. In the case of the first year in which an Eligible Employee or a Director becomes eligible to participate in the Plan, he or she has up to 30 days
following his or her initial eligibility to submit a Compensation Deferral Agreement with respect to Compensation to be earned during such year. The Compensation Deferral Agreement described in this paragraph becomes irrevocable upon the end of such
30-day period. The determination of whether an Eligible Employee or a Director may file a Compensation Deferral Agreement under this paragraph shall be determined in accordance with the rules of Code Section 409A, including the provisions of
Treas. Reg. Section 1.409A-2(a)(7). 

 A Compensation Deferral Agreement filed under this paragraph applies to Compensation
earned on and after the date the Compensation Deferral Agreement becomes irrevocable. 
  

	 	(b)	Prior Year Election. Except as otherwise provided in this Section 5.2, Participants may defer Compensation by filing a Compensation Deferral Agreement no later than
December 31 of the year prior to the year in which the Compensation to be deferred is earned. A Compensation Deferral Agreement described in this paragraph shall become irrevocable with respect to such Compensation as of January 1 of the
year in which such Compensation is earned. 

  

	 	(c)	Performance-Based Compensation. Participants may file a Compensation Deferral Agreement with respect to Performance-Based Compensation no later than the date that is six
months before the end of the performance period, provided that: 

  

	 	(i)	the Participant performs services continuously from the later of the beginning of the performance period or the date the criteria are established through the date the Compensation
Deferral Agreement is submitted; and 

  

	 	(ii)	the Compensation is not readily ascertainable as of the date the Compensation Deferral Agreement is filed. 

 A Compensation Deferral Agreement becomes irrevocable with respect to Performance-Based Compensation as of the day immediately following the latest date
for filing such election. Any election to defer Performance-Based Compensation that is made in accordance with this paragraph and that becomes 

  

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payable as a result of the Participant’s death or disability (as defined in Treas. Reg. Section 1.409A-l(e)) or upon a Change in Control (as
defined in Treas. Reg. Section 1.409A-3(i)(5)) prior to the satisfaction of the performance criteria, will be void. 
  

	 	(d)	Sales Commissions. Sales commissions (as defined in Treas. Reg. Section 1.409A-2(a)(12)(i)) are considered to be earned by the Participant in the taxable year of the
Participant in which the sale occurs. The Compensation Deferral Agreement must be filed before the last day of the year preceding the year in which the sales commissions are earned, and becomes irrevocable after that date. 


 

	 	(e)	Fiscal Year Compensation. A Participant may defer Fiscal Year Compensation by filing a Compensation Deferral Agreement prior to the first day of the fiscal year or years in
which such Fiscal Year Compensation is earned. The Compensation Deferral Agreement described in this paragraph becomes irrevocable on the first day of the fiscal year or years to which it applies. 

  

	 	 (f)
	 Certain Forfeitable Rights. With respect to a legally binding right to a payment in a subsequent year that is
subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, an election to defer such Compensation may be made on or before
the 30th day after the Participant obtains the legally binding right to the Compensation, provided that the election is made at least 12 months in
advance of the earliest date at which the forfeiture condition could lapse. The Compensation Deferral Agreement described in this paragraph becomes irrevocable after such 30th day. If the forfeiture condition applicable to the payment lapses before the end of the required service period as a result of the Participant’s death or disability (as defined in Treas. Reg.
Section 1.409A-3(i)(4)) or upon a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)), the Compensation Deferral Agreement will be void unless it would be considered timely under another rule described in this Section.



  

	 	(g)	Company Awards. Participating Employers may unilaterally provide for deferrals of Company awards prior to the date of such awards. Deferrals of Company awards (such as
sign-on, retention, or severance pay) may be negotiated with a Participant prior to the date the Participant has a legally binding right to such Compensation. 

  

	 	(h)	“Evergreen” Deferral Elections. The Committee, in its discretion, may provide in the Compensation Deferral Agreement that such Compensation Deferral Agreement will
continue in effect for each subsequent year or performance period. Such “evergreen” Compensation Deferral Agreements will become effective with respect to an item of Compensation on the date such election becomes irrevocable under this
Section 5.2. An evergreen Compensation Deferral Agreement may be terminated or modified prospectively with respect to Compensation for which such election remains revocable under this Section 5.2. A Participant whose Compensation Deferral
Agreement is cancelled in accordance with Section 5.6 will be required to file a new Compensation Deferral Agreement under this Article V in order to recommence Deferrals under the Plan. 

  

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 Section 5.3 
 Allocation of Deferrals. A Compensation Deferral Agreement may allocate Deferrals to one or more Specified Date Accounts and/or to the Retirement/Termination Account. The Committee may, in its discretion, establish a minimum deferral
period for the establishment of a Specified Date Account (for example, the third Plan Year following the year Compensation is allocated to such accounts.). 
 Section 5.4 
 Deductions from Pay. The Committee has the authority to determine the payroll practices under which any
component of Compensation subject to a Compensation Deferral Agreement will be deducted from a Participant’s Compensation. 
 Section 5.5

 Vesting. Participant Deferrals shall be 100% vested at all times. 
 Section 5.6 
 Cancellation of Deferrals. The Committee may cancel a Participant’s Deferrals:
(i) for the balance of the Plan Year in which an Unforeseeable Emergency occurs, and (ii) if the Participant receives a hardship distribution under the Employer’s qualified 401(k) plan, through the end of the Plan Year in which the
six month anniversary of the hardship distribution falls. To the extent permitted under Code Section 409A, in the event a Participant receives a voluntary early withdrawal or hardship withdrawal from a Grandfathered Account, the Participant
shall not be permitted to make Deferrals to the Plan in the Plan Year following the Plan Year in which the withdrawal is made. 
 ARTICLE VI 
 COMPANY CONTRIBUTIONS 
 Section 6.1 
 Discretionary Company
Contributions. The Participating Employer may, from time to time in its sole and absolute discretion, credit Company Contributions to any Participant in any amount determined by the Participating Employer. Such contributions will be credited to
a Participant’s Retirement/Termination Account. Directors are not eligible to receive allocations of Discretionary Company Contributions. 
 Section 6.2 
 Vesting. Company Contributions described in Section 6.1, above, and the Earnings thereon, shall vest
in accordance with the vesting schedule(s) established by the Committee at the time that the Company Contribution is made. Unless otherwise 

  

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provided, Company Contributions shall become 100% vested upon the occurrence of the earliest of: (i) the death of the Participant while actively
employed, (ii) the disability of the Participant, as determined by the Committee or (iii) Retirement of the Participant. The Participating Employer may, at any time, in its sole discretion, increase a Participant’s vested interest in
a Company Contribution. The portion of a Participant’s Accounts that remains unvested upon his or her Separation from Service after the application of the terms of this Section 6.2 shall be forfeited. 
 If “matching” Company Contributions are made to the Plan, the vesting schedule will be the schedule applicable to matching contributions under
the Company’s 401(k) Plan, unless the Administrative Committee specifies a different schedule. 
 ARTICLE VII

 BENEFITS 
 Section 7.1

 Benefits, Generally. A Participant shall be entitled to the following benefits under the Plan: 
  

	 	(a)	Retirement Benefit. Upon the Participant’s Separation from Service due to Retirement, he or she shall be entitled to a Retirement Benefit. The Retirement Benefit shall
be equal to the vested portion of the Retirement/Termination Account and any Specified Date Accounts with respect to which payments have not yet commenced. The Retirement Benefit shall be based on the value of that Account(s) as of the end of the
month in which Separation from Service occurs or such later date as the Committee, in its sole discretion, shall determine. Payment of the Retirement Benefit will be made or begin the first day of the month following the month in which Separation
from Service occurs, provided, however, that with respect to a Participant who is a Specified Employee as of the date such Participant incurs a Separation from Service, payment will be made or begin on the first day of the seventh month following
the month in which such Separation from Service occurs. If the Retirement Benefit is to be paid in the form of installments, any subsequent installment payments to a Specified Employee will be paid on the anniversary of the date the initial
installment was made. 

  

	 	(b)	Termination Benefit. Upon the Participant’s Separation from Service for reasons other than death or Retirement, he or she shall be entitled to a Termination Benefit. The
Termination Benefit shall be equal to the vested portion of the Retirement/Termination Account and the unpaid balance of any Specified Date Accounts. The Termination Benefit shall be based on the value of that Account(s) as of the end of the month
in which Separation from Service occurs or such later date as the Committee, in its sole discretion, shall determine. Payment of the Termination Benefit will be made or begin the first day of the month following the month in which Separation from
Service occurs, provided, however, that with respect to a Participant who is a Specified Employee as of the date such Participant incurs a Separation from Service, payment will be made or begin on the first day of the seventh month following the
month in which such Separation from Service occurs. 

  

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	 	(c)	Specified Date Benefit. If the Participant has established one or more Specified Date Accounts, he or she shall be entitled to a Specified Date Benefit with respect to each
such Specified Date Account. The Specified Date Benefit shall be equal to the vested portion of the Specified Date Account, based on the value of that Account as of the end of the month designated by the Participant at the time the Account was
established. Payment of the Specified Date Benefit will be made or begin the first day of the month following the designated month. 

  

	 	(d)	Death Benefit. In the event of the Participant’s death, his or her designated Beneficiary(ies) shall be entitled to a Death Benefit. The Death Benefit shall be equal to
the unpaid balances of the Retirement/Termination Account and Specified Date Accounts. The Death Benefit shall be based on the value of the Accounts as of the end of the month in which death occurred, with payment made in the first day of the
following month. 

  

	 	(e)	Unforeseeable Emergency Payments. A Participant who experiences an Unforeseeable Emergency may submit a written request to the Committee to receive payment of all or any
portion of his or her vested Accounts. Whether a Participant or Beneficiary is faced with an Unforeseeable Emergency permitting an emergency payment shall be determined by the Committee based on the relevant facts and circumstances of each case,
but, in any case, a distribution on account of Unforeseeable Emergency may not be made to the extent that such emergency is or may be reimbursed through insurance or otherwise, by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not cause severe financial hardship, or by cessation of Deferrals under this Plan. If an emergency payment is approved by the Committee, the amount of the payment shall not exceed the amount reasonably necessary to
satisfy the need, taking into account the additional compensation that is available to the Participant as the result of cancellation of deferrals to the Plan, including amounts necessary to pay any taxes or penalties that the Participant reasonably
anticipates will result from the payment. The amount of the emergency payment shall be subtracted first from the vested portion of the Participant’s Retirement/Termination Account until depleted and then from the vested Specified Date Accounts,
beginning with the Specified Date Account with the latest payment commencement date. Emergency payments shall be paid in a single lump sum within the 90-day period following the date the payment is approved by the Committee.


  

	 	(f)	Voluntary Early Withdrawals of Grandfathered Accounts. Pursuant to the Grandfathered Plan, a Participant may elect at any time to voluntarily withdraw the amounts credited to
his or her Grandfathered Account. If such a withdrawal is requested, the Participant shall forfeit an amount equal to 10% of the balance of the Grandfathered Account, and, to the extent permitted under Code Section 409A, he or she shall not be
permitted to make Deferrals to the Plan in the Plan Year following the Plan Year in which the withdrawal is made. 

  

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 Section 7.2 Form of Payment. 
  


	 	(a)	Retirement Benefit. A Participant who is entitled to receive a Retirement Benefit shall receive payment of such benefit in a single lump sum, unless the Participant elects on
his or her initial Compensation Deferral Agreement to have such benefit paid in one of the following alternative forms of payment (i) substantially equal annual installments over a period of two to fifteen years, as elected by the Participant,
or (ii) a lump sum payment of a percentage of the Retirement Benefit, with the balance paid in substantially equal annual installments over a period of two to fifteen years, as elected by the Participant. 

  

	 	(b)	Termination Benefit. A Participant who is entitled to receive a Termination Benefit shall receive payment of such benefit in a single lump sum. 

  

	 	(c)	Specified Date Benefit. The Specified Date Benefit shall be paid in a single lump sum, unless the Participant elects on the Compensation Deferral Agreement with which the
account was established to have the Specified Date Account paid in substantially equal annual installments over a period of two to five years, as elected by the Participant. 

 Notwithstanding any election of a form of payment by the Participant, upon a Separation from Service following Retirement, the unpaid balance of a
Specified Date Account with respect to which payments have not commenced shall be paid in accordance with the form of payment applicable to the Retirement Benefit. The unpaid balance of any Specified Date Account that has commenced payments will be
paid in a single lump sum at the time specified for payment of lump sum Retirement Benefits in Section 7.1(a). 
  

	 	(d)	Death Benefit. A designated Beneficiary who is entitled to receive a Death Benefit shall receive payment of such benefit in a single lump sum. 

  

	 	(e)	Change in Control. A Participant will receive his or her Retirement Benefit in a single lump sum payment if Separation from Service occurs within 24 months following a Change
in Control. Notwithstanding the foregoing, a Participant will receive his or her MSP account in a single lump sum within 30 days following a Change in Control, without any requirement for a subsequent Separation from Service.


 A Participant receiving installment payments when a Change in Control occurs, will receive the remaining Account Balance in a
single lump sum within 90 days following the Change in Control. 
  

	 	(f)	Small Account Balances. Notwithstanding any Participant election or other provisions of the Plan, a Participant’s Accounts will be paid in a single lump sum if, upon the
commencement of his or her Retirement, the combined value of his or her Accounts is not greater than $15,000. 

  

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	 	(g)	Rules Applicable to Installment Payments. If a Payment Schedule specifies installment payments, annual payments will be made beginning as of the payment commencement date for
such installments and shall continue on each anniversary thereof until the number of installment payments specified in the Payment Schedule has been paid. The amount of each installment payment shall be determined by dividing (a) by (b), where
(a) equals the Account Balance as of the Valuation Date and (b) equals the remaining number of installment payments. 

 For purposes of Article VIII, installment payments will be treated as a single form of payment. If a lump sum equal to less than 100% of the Retirement/Termination Account is paid, the payment commencement date for the installment form of
payment will be the first anniversary of the payment of the lump sum. 
 Section 7.3 
 Acceleration of or Delay in Payments. The Committee, in its sole and absolute discretion, may elect to accelerate the time or form of payment of a
benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the
Participant hereunder, to the extent permitted under Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic relations order (within the meaning of Code Section 414(p)(1)(B)) directing that all or a portion of a
Participant’s Accounts be paid to an “alternate payee,” any amounts to be paid to the alternate payee(s) shall be paid in a single lump sum. 
 ARTICLE VIII 
 MODIFICATIONS TO
PAYMENT SCHEDULES 
 Section 8.1 
 Participant’s Right to Modify. A Participant may modify any or all of the alternative Payment Schedules with respect to an Account, consistent with the permissible Payment Schedules available under the
Plan, provided such modification complies with the requirements of this Article VIII. 
 Section 8.2 
 Time of Election. The date on which a modification election is submitted to the Committee must be at least 12 months prior to the date on which
payment is scheduled to commence under the Payment Schedule in effect prior to the modification. 
 Section 8.3 
 Date of Payment under Modified Payment Schedule. Except with respect to modifications that relate to the payment of a Death Benefit the date
payments are to commence under the modified Payment Schedule must be no earlier than five years after the date payment would have commenced under the original Payment Schedule. Under no circumstances may a modification election result in an
acceleration of payments in violation of Code Section 409A. 
  

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 Section 8.4 
 Effective Date. A modification election submitted in accordance with this Article VIII is irrevocable upon receipt by the Committee and becomes effective 12 months after such date. 
 Section 8.5 
 Effect on Accounts. An election to
modify a Payment Schedule is specific to the Account or payment event to which it applies, and shall not be construed to affect the Payment Schedules of any other Accounts. 
 Section 8.6 
 Modifications to Grandfathered Accounts. Notwithstanding the preceding provisions
of this Article VIII, pursuant to the Grandfathered Plan, a Participant may modify the time or form of payment applicable to a Grandfathered Account at any time, provided the modification is submitted in writing at least 13 months in advance of the
date the Grandfathered Account is scheduled to be paid, all as set forth in the Grandfathered Plan. 
 ARTICLE IX

 VALUATION OF ACCOUNT BALANCES; INVESTMENTS 

Section 9.1 
 Valuation. Deferrals shall be
credited to appropriate Accounts on the date such Compensation would have been paid to the Participant absent the Compensation Deferral Agreement. Company Contributions shall be credited to the Retirement/Termination Account at the times determined
by the Committee. Valuation of Accounts shall be performed under procedures approved by the Committee. 
 Section 9.2 
 Earnings Credit. Each Account will be credited with Earnings on each Business Day, based upon the Participant’s investment allocation among a
menu of investment options selected in advance by the Committee, in accordance with the provisions of this Article IX (“investment allocation”). 
 Section 9.3 
 Investment Options. Investment options will be determined by the Committee. The Committee, in its sole
discretion, shall be permitted to add or remove investment options from the Plan menu from time to time, provided that any such additions or removals of investment options shall not be effective with respect to any period prior to the effective date
of such change. 
  

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 Section 9.4 
 Investment Allocations. A Participant’s investment allocation constitutes a deemed, not actual, investment among the investment options comprising the investment menu. At no time shall a Participant have any real or beneficial
ownership in any investment option included in the investment menu, nor shall the Participating Employer or any trustee acting on its behalf have any obligation to purchase actual securities as a result of a Participant’s investment allocation.
A Participant’s investment allocation shall be used solely for purposes of adjusting the value of a Participant’s Account Balances. 
 A Participant shall specify an investment allocation for each of his Accounts in accordance with procedures established by the Committee. Allocation among the investment options must be designated in increments of 1%. The Participant’s
investment allocation will become effective on the same Business Day or, in the case of investment allocations received after a time specified by the Committee, the next Business Day. 
 A Participant may change an investment allocation on any Business Day, both with respect to future credits to the Plan and with respect to existing
Account Balances, in accordance with procedures adopted by the Committee. Changes shall become effective on the same Business Day or, in the case of investment allocations received after a time specified by the Committee, the next Business Day, and
shall be applied prospectively. 
 Section 9.5 
 Unallocated Deferrals and Accounts. If the Participant fails to make an investment allocation with respect to an Account, such Account shall be invested in an investment option, the primary objective of which is the preservation of
capital, as determined by the Committee. 
 Section 9.6 
 Company Stock. The Committee may include Company Stock as one of the investment options described in Section 9.3. The Committee may, in its sole discretion, limit the investment allocation of Company
Contributions to Company Stock. The Committee may also require Deferrals consisting of equity-based Compensation to be allocated to Company Stock. 
 Section 9.7 
 Diversification. Subject to Section 9.6 and to restrictions imposed by the Committee which may
include stock ownership requirements, the terms of applicable equity awards and the Company’s insider trading policies, Participants may allocate investments in any Account to or from units of Company Stock. Subject to such restrictions, the
portion of an Account that is invested in Company Stock will be paid under Article VII in the form of cash. 
  

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 Section 9.8 
 Effect on Installment Payments. If an Account is to be paid in installments, and payment of units held in the Participant’s Account is to be made in Company Stock, the Committee will determine the portion of each payment that
will be paid in the form of Company Stock. 
 Section 9.9 
 Dividend Equivalents. Dividend equivalents with respect to Company Stock will be credited to the applicable Accounts in the form of additional shares or units of Company Stock. Dividends will be paid with
respect to units of Company Stock credited to a Participant’s Accounts as of the dividend record date. 
 Section 9.10 
 Stock Splits, Restructurings, Etc. In the event of a stock dividend, split-up or combination, merger, consolidation, reorganization,
recapitalization, or other change in the corporate structure or capitalization affecting the Company Stock, the Committee may make appropriate adjustments to the number of units credited to Participant Accounts. The determination of the Committee as
to such adjustments, if any, to be made shall be conclusive. 
 ARTICLE X 
 AMENDMENT AND TERMINATION OF PLAN 
 Section 10.1

 Amendment and Termination. The Company may at any time and from time to time amend the Plan or may terminate the Plan as provided in
this Article X. Each Participating Employer may also terminate its participation in the Plan. 
 Section 10.2 
 Amendments. The Company, by action taken by its Board of Directors or the Committee, may amend the Plan at any time and for any reason, provided
that any such amendment shall not reduce the vested Account Balances of any Participant accrued as of the date of any such amendment or restatement (as if the Participant had incurred a voluntary Separation from Service on such date) or reduce any
rights of a Participant under the Plan or other Plan features with respect to Deferrals made prior to the date of any such amendment or restatement without the consent of the Participant. 
 Section 10.3 
 Termination. The Company, by
action taken by its Board of Directors or the Committee, may terminate the Plan and pay Participants and Beneficiaries their Account Balances in a single lump sum at any time, to the extent and in accordance with Treas. Reg. Section
1.409A-3(j)(4)(ix). If a Participating Employer terminates its participation in the Plan, the benefits of affected Employees shall be paid at the time provided in Article VI. 
  

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 Section 10.4 
 Accounts Taxable Under Code Section 409A. The Plan is intended to constitute a plan of deferred compensation that meets the requirements for deferral of income taxation under Code Section 409A. The Committee, pursuant to
its authority to interpret the Plan, may sever from the Plan or any Compensation Deferral Agreement any provision or exercise of a right that otherwise would result in a violation of Code Section 409A. 
 ARTICLE XI 
 MISCELLANEOUS 
 Section 11.1 
 Unfunded Plan. This Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Sections 201,
301 and 401 of ERISA. All payments pursuant to the Plan shall be made from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure payment. However, the Company may (but
shall not be obligated to) create one or more grantor trusts, the assets of which are subject to the claims of the Company’s creditors, to assist it in accumulating funds to pay its obligations under the Plan. No Participant or other person
shall have under any circumstances any interest in any particular property or assets of the Company as a result of participating in the Plan. The rights of a Participant to receive benefits under the Plan from the Company shall in no event be
greater than the rights of a general and unsecured creditor of the Company. 
 Section 11.2 
 Nonassignability. Except as specifically set forth in the Plan with respect to the designation of Beneficiaries, neither a Participant nor any
other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which
are, and all rights to which are, expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency. 
 The Company may assign any or all of its liabilities under this Plan in connection with any restructuring, recapitalization, sale of assets or other
similar transactions affecting a Participating Employer without the consent of the Participant. 
  

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 Section 11.3 
 Validity and Severability. The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which shall remain in full force and effect, and any
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 Section 11.4 
 Governing Law. The validity, interpretation, construction and performance of this Plan shall in all
respects be governed by the laws of the State of Florida, without reference to principles of conflict of law, except to the extent preempted by federal law. 
 [SIGNATURE ON FOLLOWING PAGE] 
  

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 IN WITNESS WHEREOF, the undersigned hereby
executes this MPS Group, Inc. Executive Deferred Compensation Plan as of the 30th day of December, 2008, to be effective as of the Effective Date.

  

			
	MPS GROUP, INC.
		
	By:	 	/s/ Timothy Payne
	Name:	 	Timothy Payne
	Title:	 	President and CEO


  

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