Termination of Offer Letter with Rita Hazell



 EXHIBIT 10.5 
  
 December 31, 2003 
  
 Kforce, Inc. 
 1001 East Palm Drive 
 Tampa, FL 33605 
 Attention: William Sanders 
  
 Re: Termination of Offer Letter 
  
 Dear Bill: 
  
 The purpose of this letter is to confirm certain matters set forth in my Offer Letter, dated July 31, 2003 (the “Offer Letter”), and document
our arrangements following the merger of Kforce and Hall Kinion (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of December 2, 2003 (the “Merger Agreement”). At the closing of the Merger, I will resign as an
officer and employee of Hall Kinion and its subsidiaries, pursuant to your request. Under the Offer Letter, I am entitled to certain benefits, as described below, at the closing of the Merger and upon termination of employment. 
  
 We agree that following the closing of the Merger, I will receive the
following benefits under the Offer Letter: (i) salary and accrued vacation and sick leave through the date of termination; (ii) within five business days of termination of my employment, a lump sum payment in the amount of $880,000; (iii) the
outstanding principal and interest on my loan, currently in the outstanding principal amount of $78,158 will be forgiven and any security interest will be released; and (iv) title to my Mercedes CL 500 V automobile, without any further payments by
me. My options accelerate on the closing of the Merger, and the in-the-money options will be converted into Kforce stock in accordance with the Merger Agreement, and all out-of-the-money options will be automatically cancelled. Further, I will be
entitled to an all inclusive payment of $75,000 for, among other items, unused vacation, sick leave and outplacement services. At the closing of the Merger, I will execute a mutual release in the form attached to this letter as Annex A, and my Offer
Letter shall terminate and be of no further force and effect and all other arrangements with Hall Kinion (other than those contained in this letter and my vested benefits under Hall Kinion’s 401(k) Plan and the Deferred Compensation Plan) will
also terminate. I agree that the $25,000 bonus that I have been granted by Hall Kinion will not increase the severance payment provided under the Offer Letter. 
  

Following the closing, I will be entitled to a gross-up payment in the event that my compensation in connection with the Merger exceeds the IRC Section
280G limits, which will be calculated by Deloitte & Touche in accordance with Section 7 of the Offer Letter. I also agree to cooperate with Kforce and Hall Kinion to minimize the negative tax effect of IRC Section 280G, including, without
limitation, if necessary, by accelerating income into 2003, provided that such acceleration does not result in phantom income. I will also be entitled to continuing coverage or reimbursement of insurance premiums, grossed up for income tax purposes,
under benefit plans applicable to employees of Kforce or Hall Kinion for a period of 36 months following termination as provided in Section 2(e) of my Offer Letter, so long as I do not have reasonably comparable coverage from a new employer. Kforce
shall have the right to change insurance carriers and benefit plans as may be appropriate in light of future market conditions and shall have the right to purchase individual policies covering me if necessary. 







 Please sign a copy of this letter to confirm these agreements. 
  

			
	Very truly yours,
		
	 	 	 /s/    Rita Hazell


	 	 	Rita Hazell


  
 Acknowledged and agreed:

  

			
	Kforce Inc.
		
	By:	 	 /s/    William L. Sanders


	 	 	William L. Sanders
	 	 	Chief Operating Officer








 Annex A 
  
 MUTUAL GENERAL RELEASE 
  
 THIS MUTUAL GENERAL RELEASE (the “Release”) is effective as of
                , 2004 by and between Hall, Kinion & Associates, Inc., a Delaware corporation (“HAKI”), Kforce Inc., a Florida corporation
(“Kforce”), and Rita S. Hazell (the “Executive”). HAKI, Kforce and the Executive are collectively referred to in this Release as the “Parties.” 
  
 BACKGROUND 
  
 HAKI and Kforce are parties to an Agreement and Plan of Merger, dated as of December 2, 2003, pursuant to which a wholly-owned subsidiary of Kforce will
be merged with and into HAKI with HAKI surviving the merger and becoming a wholly-owned subsidiary of Kforce (the “Merger”). Simultaneously with the closing of the Merger, the Executive’s Offer Letter, dated July 31, 2003 (the
“Offer Letter”), has been terminated pursuant to a Letter Agreement dated as of December 10, 2003 (the “Letter Agreement”). The Parties are executing this Release pursuant to the terms of the Letter Agreement. 
  
 Accordingly, in consideration of the mutual agreements set forth below, the
Parties hereby agree as follows: 
  
 TERMS 
  
 1. Mutual Release. 
  
 (a) HAKI and Kforce unconditionally and irrevocably release and forever
discharge the Executive from any claims, demands, suits, debts, contracts, agreements, promises, damages, and causes of action and judgments of any kind or nature whatsoever, known or unknown, complete or incomplete, absolute or contingent, and
whether arising out of the Offer Letter, common law, equity, statute, or otherwise, arising under, relating to and in connection with the employer/employee relationship of HAKI and the Executive prior to the date of this Release
(“Released Claims”). 
  
 (b) The Executive
unconditionally and irrevocably releases and forever discharges HAKI and Kforce from any Released Claims. The laws under which the Released Claims may arise include, but are not limited to, Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the California Labor Code,
the California Business and Professions Code, California wage Orders and/or the laws prohibiting discrimination, harassment and/or retaliation in any state in which you are employed, and any and all federal, state and local employment laws, as well
as any and all common law tort or contract theories. However, the Released Claims do not include claims which by law may not be released. 
  
 (c) Notwithstanding the foregoing provisions to the contrary: 
  
 (i) The Executive does not release HAKI and Kforce from any obligations contained in this Release or for any payments owed
under the Letter Agreement; and 







 (ii) HAKI and Kforce do not release the Executive from any obligations under this Release or the Letter
Agreement or for any Released Claims involving fraud or criminal acts against HAKI and Kforce. 
  
 2. Unknown Claims. Each of the Parties acknowledges that there is a risk that subsequent to the execution of this Release, the Parties will discover, incur or suffer Released Claims which were unknown or
unanticipated at the effective time of this Release, including, without limitation, unknown or unanticipated Released Claims, which if known by it on the date this Release is being executed may have materially affected the Parties’ decision to
execute this Release. The Parties acknowledge and agree that by reason of the release contained in Section 1 of this Release, each of the Parties is assuming the risk of such unknown and unanticipated Released Claims and agrees that its respective
release contained in this Release applies to such unknown and unanticipated Released Claims. The Parties therefore waive the effect of California Civil Code section 1542 and any other analogous provision of applicable law of any jurisdiction.
Section 1542 states: 
  
 “A GENERAL RELEASE DOES NOT EXTEND
TO RELEASED CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” 
  
 3. Ownership of Claims. Each of the Parties represents and warrants to
the other that it has not previously assigned or transferred, or purported to assign or transfer, to any person or entity any Released Claim, or portion of or interest in any Released Claim, and agrees to indemnify, defend, and hold the other
harmless from and against any and all Released Claims, based on or arising out of any such assignment or transfer, or purported assignment or transfer, of any Released Claims, or any portion of or interest in any Released Claim. 
  
 4. Notice. HAKI is required by law to give the Executive up to 21 days
in which to consider this Release. The Executive has up to and including              to sign and return this Release as set forth below. The Executive is advised to consult an attorney
regarding signing this Release. The Executive acknowledges that by signing this Release prior to the expiration of the 21 day waiting period, the Executive waives the remaining waiting period. The Executive will have an additional seven days after
signing this Release to revoke an acceptance by submitting a written statement of revocation to             [name address]
            . (“Revocation Period”) If the Executive does not timely revoke acceptance, then this Release will become final and effective upon the expiration of the Revocation
Period. If the Executive submits a signed revocation of acceptance by mail, the mailing envelope must be postmarked no later than the submission deadline. 
  
 5. Miscellaneous. 
  
 (a) Entire Agreement. This Release and the Letter Agreement constitute all of the agreements between the Parties and supersede any prior
understandings, agreements, or representations by or between the parties, written or oral, to the extent they related in any way to the subject matter of this Release or the Letter Agreement. 
  
 (b) Succession and Assignment. This Release shall be binding upon and
inure to the benefit of the Parties named in this Release and their respective successors and permitted assigns. 
  
 (c) Counterparts. This Release may be executed in one or more counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. 







 (d) Governing Law. This Release shall be governed by and construed in accordance with the domestic
laws of Delaware without giving effect to any choice or conflict of law provision or rule (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Delaware. 
  
 (e) Severability. Any term or provision of this Release that is
invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or
in any other jurisdiction. 
  
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INTENTIONALLY LEFT BLANK] 







 IN WITNESS WHEREOF, the Parties have executed this Release effective as of the date first above written.

  

			
	HALL, KINION & ASSOCIATES, Inc.,
a Delaware corporation
	
	By:                                      
                                        
                  
	
	Name:                                     
                                        
             
	
	Title:                                     
                                        
               


  

			
	
	 KFORCE INC., a Florida corporation

	
	By:                                      
                                        
                  
	
	Name:                                     
                                        
             
	
	Title:                                     
                                        
               


  

			
	
	EXECUTIVE:
	
	By:                                      
                                        
                  
	 	 	Rita S. Hazell