Exhibit 10.1


 


SPHERION CORPORATION


RESTRICTED STOCK UNIT AGREEMENT


 


This Restricted
Stock Unit Agreement (the “Agreement”) is entered into as of the 27th  day of August, by and between SPHERION CORPORATION (the “Company”) and Roy G.
Krause (“Recipient”).


 


W I T N E
S S E T H:


 


WHEREAS, the Company has adopted the Spherion
Corporation 2006 Stock Incentive Plan (the “Plan”), which is
administered by a Committee appointed by the Company’s Board of Directors; and


 


WHEREAS, the Board has granted to Recipient an award
of restricted stock units under the terms of the Plan to encourage Recipient’s
continued loyalty and diligence (the “Award”); and


 


WHEREAS,  to comply with
the terms of the Plan and to further the interests of the Company and
Recipient, the parties hereto have set forth the terms of such award in writing
in the Agreement;


 


NOW,
THEREFORE, for
and in consideration of the mutual promises herein contained, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


1.               Stock Award.


 


(a)           General.  Subject to the restrictions and other
conditions set forth herein, the Company hereby grants to Recipient an award of
200,000 shares of the Common Stock $.01 par value, of the Company (the “Common
Stock”), which shares may be issued upon satisfaction of the terms and
conditions, including the vesting conditions, set forth herein.  Such shares are hereinafter referred to as
the “Restricted Stock Units.”


 


(b)           Background.  the Restricted Stock Units were awarded to
Recipient on August 27, 2007,  (the “Grant
Date”).


 


2.               Vesting Restrictions.


 


The Restricted Stock Units shall vest in accordance with the schedule
set forth below, provided that (a) the Recipient remains employed by the
Company or its subsidiaries on such dates:


 


	
   

  	
  Date

  	
   

  	
  Percent
  of Shares Vested

  	
   

  
	
   

  	
  August 27, 2010

  	
   

  	
  100%

  	
   

  



 


3.               Forfeiture Upon
Termination of Employment.


 


If Recipient is no
longer employed by the Company or any of its subsidiaries for any reason, any
Restricted Stock Units that are not then vested under Section 2 shall be
immediately forfeited, and Recipient shall have no rights in such Restricted
Stock Units.


 


 


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4.               Delivery of Deferred
Restricted Stock Units.


 


(a)           General.  Except as provided in subsection (b) below,
the Company shall instruct its transfer agent to issue a stock certificate
representing that number of vested shares of Common Stock issuable upon vesting
of the Restricted Stock Units, in the name of Recipient, within ninety (90)
days after the vesting of such Restricted Stock Units.


 


(b)           Deferred Delivery.  Recipient may elect to defer the receipt of
the shares issuable upon vesting of Restricted Stock Units beyond such vesting
date.  Such election must be completed
no later than the date of this Award by completing an election form which has
been approved by the Committee.  In addition, such election must be made
in accordance with procedures established by the Committee.  The Recipient acknowledges that neither
the Company nor the Committee makes any assurances as to the tax
consequences of such election nor that such election will not result in adverse
tax consequences under Section 409A of the Internal Revenue Code.


 


5.               Agreement of Recipient.


 


Recipient acknowledges that certain restrictions under
state or federal securities laws may apply with respect to the Restricted Stock
Units granted to Recipient pursuant to the Award.  Specifically, Recipient acknowledges that, to
the extent Recipient is an “affiliate” of the Company (as that term is defined
by the Securities Act of 1933), the Restricted Stock Units granted to Recipient
as a result of the Award are subject to certain trading restrictions under
applicable securities laws (including particularly the Securities and Exchange
Commission’s Rule 144). Recipient hereby agrees to execute such documents and
take such actions as the Company may reasonably require with respect to state
and federal securities laws and any restrictions on the resale of such shares
which may pertain under such laws.


 


6.               Withholding.


 


Recipient shall
pay an amount equal to the amount of all applicable federal, state and local or
foreign taxes which the Company is required to withhold at any time.  Such payment may be made in cash, by
withholding from Recipient’s normal pay, or by delivery of shares of the
Company’s Common Stock (including shares issuable under this Agreement).


 


7.               Plan Provisions.


 


In addition to the
terms and conditions set forth herein, the Award is subject to and governed by
the terms and conditions set forth in the Plan, which is hereby incorporated by
reference.  Any terms used herein with an
initial capital letter shall have the same meaning as provided in the Plan,
unless otherwise specified herein.  In
the event of any conflict between the provisions of the Agreement and the Plan,
the Plan shall control.


 


8.               Miscellaneous.


 


(a)           Limitation of Rights.  The granting of the Award and the execution
of the Agreement shall not give Recipient any rights to similar grants in
future years or any right to be retained in the employ or service of the
Company or any of its subsidiaries or to interfere in any way with the right of
the Company or any such Subsidiary to terminate Recipient’s employment or
services at any time as permitted by law or the right of Recipient to terminate
Recipient’s employment at any time.


 


(b)           Shareholder Rights.  Recipient shall have none of the rights of a
shareholder with respect to the Restricted Stock Units until such shares have
been delivered and issued to Recipient pursuant to Section 4 of this Agreement.


 


(c)           Severability.  If any term, provision, covenant or
restriction contained in the Agreement is held by a court or a federal
regulatory agency of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions contained in the Agreement shall remain in full force and effect,
and shall in no way be affected, impaired or invalidated.


 


 


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(d)           Controlling Law.  The Agreement is being made in Florida and
shall be construed and enforced in accordance with the laws of that state.


 


(e)           Construction.  The Agreement contains the entire
understanding between the parties and supersedes any prior understanding and
agreements between them representing the subject matter hereof.  There are no representations, agreements,
arrangements or understandings, oral or written, between and among the parties
hereto relating to the subject matter hereof which are not fully expressed
herein.


 


 (f)           Headings.  Section and other headings contained in the
Agreement are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of the
Agreement or any provision hereof.


 


IN
WITNESS WHEREOF,
the parties hereto have executed the Agreement as of day and year first set
forth above.


 


 


	
   

  	
  SPHERION CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Heins

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  John D. Heins

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  SVP - Chief HR Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RECIPIENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roy G. Krause

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Roy G. Krause

  	
   

  
						



 


 


 


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