Exhibit 10.62


 


RESTATED EMPLOYMENT
AGREEMENT*


(as amended
through March 9, 2005)


 


THIS AGREEMENT, dated as of [SEE ATTACHED SCHEDULE A],
is by and between SPHERION CORPORATION, a Delaware corporation (hereinafter
referred to as the “Company”), and [SEE ATTACHED SCHEDULE A]
(hereinafter the “Executive”).


 


RECITALS


 


A.                                   The
Executive currently serves as the Company’s [SEE ATTACHED SCHEDULE A], and
[her/his] services and knowledge are valuable to the Company in connection with
the management of its business.


 


B.                                     The
Company and the Executive are parties to that certain Employment Agreement
dated [SEE ATTACHED SCHEDULE A] (the “Prior Employment Agreement”).


 


C.                                     The
Company and the Executive desire to terminate the Prior Employment Agreement
(and any predecessor employment agreements) and to enter into this Agreement
upon the terms and subject to the conditions hereinafter set forth.


 


D.                                    The
Company desires to continue to employ the Executive and to enter into this new
agreement embodying the terms of such employment which supercedes the Prior
Employment Agreement.


 


E.                                      The
Executive desires to continue the Executive’s employment and to enter into a
new agreement embodying the terms of such employment.


 


AGREEMENTS


 


NOW, THEREFORE, to induce the Executive to remain in
the employ of the Company and its subsidiaries, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Executive agree as follows:


 


1.                                       Employment.


 


During the Term of
Employment (as defined in Section 2 hereof), the Executive shall serve as
[SEE ATTACHED SCHEDULE A].  The
Executive shall perform and assume all duties and responsibilities customary to
such position and shall devote all of [her/his] business time and energies
thereto.  In carrying out such duties and
responsibilities, the Executive shall report to, and be subject to the
direction of, the [SEE ATTACHED SCHEDULE A] and the Board of Directors of
the Company (the “Board”).


 


2.                                       Term.


 


The Term of Employment
under this Agreement shall commence as of the date of this Agreement and shall
continue at the will of the Company and the Executive (the “Term of


 

















 


Employment”).  Either party may terminate the Executive’s
employment at any time and for any reason.


 


3.                                       Base
Salary.


 


The Company shall pay the
Executive, in accordance with the Company’s regular payroll practices
applicable to salaried employees, an annualized base salary at the rate in
effect on the date of this Agreement, as the same may from time to time be
increased or decreased at the sole discretion of the Compensation Committee of
the Board (the “Compensation Committee”).


 


4.                                       Incentive
Awards.


 


a)                                      The
Executive shall participate in the Company’s annual incentive plan for
senior-level executives as in effect from time to time, subject to the
performance standards set by the Compensation Committee.  Payment of any annual incentive award shall
be made at the same time that such awards are paid to other senior-level
executives of the Company.  The Executive’s
annual incentive award target shall be set by the Compensation Committee.


 


b)                                     The
Executive shall be eligible to receive grants under the Company’s long-term
incentive plans as in effect from time to time; provided, however, that the
size, type and other terms and conditions of any such grant to the Executive
shall be determined by the Compensation Committee.


 


5.                                       Benefits,
Fringes and Perquisites.


 


The Executive shall be
entitled to participate in all employee pension and welfare benefit, fringe
benefit and perquisite plans and programs made available to the Company’s
senior-level executives as in effect from time to time.


 


6.                                       Vacation.


 


The Executive shall be
entitled to vacation in accordance with the Company’s vacation policy
applicable to its senior-level executives. 
Vacations shall be arranged in order that they not materially interfere
with the normal functioning of the Company’s business activities or the
performance of the Executive’s duties hereunder.


 


7.                                       Business
Expenses.


 


The Company shall
reimburse the Executive for any ordinary, necessary and reasonable business
expenses that the Executive incurs in connection with the performance of
[her/his] duties under this Agreement, in accordance with the Company’s policy
regarding the reimbursement of business expenses.


 


8.                                       Termination
of Employment.


 


a)                                      Death
or Disability.  The Executive’s
employment shall terminate upon the Executive’s Death, and Company may
terminate the Executive’s employment due to Disability


 

















 


(as defined herein).  If, during
the Term of Employment, the Executive’s employment is terminated due to Death
or Disability, the Executive (or Executive’s estate or legal representative, as
the case may be) shall be entitled to receive:


 


i)                                         Executive’s
base salary through the date of such termination of employment (the “Termination
Date”) at the rate in effect at the time thereof;


 


ii)                                      an
amount, payable at the same time that annual incentive awards for the year in
which the Executive’s employment so terminates are paid to senior-level
executives of the Company, equal to the product of the Executive’s annual
incentive award target for such year and a fraction, the numerator of which is
the number of days in such year through the date of such termination of
employment, and the denominator of which is 365; provided, however, that no
such amount shall be paid to the Executive (or to Executive’s estate or legal
representative, as the case may be) if annual incentive awards for such year
are not paid to senior-level executives of the Company generally;


 


iii)                                   reimbursement
for expenses incurred by the Executive in accordance with the Company’s policy
but not reimbursed prior to the date of such termination of employment;


 


iv)                                  any
vested deferred base salary and vested annual incentive awards (including,
without limitation, interest or other credits on such vested deferred amounts);
and


 


v)                                     any
other compensation or benefits that may be owed or provided to the Executive in
accordance with the terms and conditions of any applicable plans and programs
of the Company.


 


For purposes of this Agreement, “Disability” shall mean the
Executive’s inability, by reason of illness or other physical or mental
disability, to perform the principal duties required by the position held by
the Executive at the inception of such illness or disability, for any
consecutive 180-day period.  A
determination of Disability shall be subject to the certification of a
qualified medical doctor agreed to by the Company and the Executive or, in the
Executive’s incapacity to designate a doctor, the Executive’s legal
representative.  If the Company and the
Executive cannot agree on the designation of a doctor, then each party shall
nominate a qualified medical doctor and the two doctors shall select a third
doctor, and the third doctor shall make the determination as to Disability.


 


b)                                     For
Cause.  The Company may terminate the
Executive’s employment for Cause (as defined herein) if the Board determines
that Cause exists and serves written notice of such termination to the
Executive.  If, during the Term of
Employment, the Company terminates the Executive’s employment for Cause, all of
the Executive’s annual incentive awards, long-term incentive awards, stock
options and other stock or long-term incentive grants which are not then vested
or not then exercisable shall be canceled as of the date of the Board’s written
notice of termination, and the Executive shall be entitled to receive:


 

















 


i)                                         Executive’s
base salary through the date of such termination of employment at the rate in
effect at the time thereof;


 


ii)                                      reimbursement
for expenses incurred by the Executive in accordance with the Company’s policy
but not reimbursed prior to the date of such termination of employment;


 


iii)                                   any
vested deferred base salary and vested deferred annual incentive awards (including,
without limitation, interest or other credits on such vested deferred amounts
but not including unvested annual incentive awards or amounts payable for the
year in which the Board’s written notice of termination for Cause is made, or
unvested annual incentive awards or amounts payable after the Board’s written
notice of termination for Cause is made); and


 


iv)                                  any
other compensation or benefits that may be owed or provided to the Executive in
accordance with the terms and conditions of any applicable plans and programs
of the Company.


 


The Executive shall be entitled to receive no other
compensation or benefits, whether pursuant to this Agreement or otherwise,
except as and to the extent required by law.


 


For purposes of this Agreement, “Cause” shall
mean one or more of the following:


 


(I)                                    the
material violation of any of the terms and conditions of this Agreement or any
written agreements the Executive may from time to time have with the Company
(after 30 days following written notice from the Board specifying such material
violation and Executive’s failure to cure or remedy such material violation
within such 30-day period);


 


(II)                                inattention
to or failure to perform Executive’s assigned duties and responsibilities
competently for any reason other than due to Disability (after 30 days
following written notice from the Board specifying such inattention or failure,
and Executive’s failure to cure or remedy such inattention or failure within
such 30-day period);


 


(III)                            engaging in activities or
conduct injurious to the reputation of the Company or its affiliates including,
without limitation, engaging in immoral acts which become public information or
repeatedly conveying to one person, or conveying to an assembled public group,
negative information concerning the Company or its affiliates;


 


(IV)                            commission
of an act of dishonesty, including, but not limited to, misappropriation of
funds or any property of the Company;


 


(V)                                commission
by the Executive of an act which constitutes a misdemeanor (involving an act of
moral turpitude) or a felony;


 

















 


(VI)                            the
material violation of any of the Policies referred to in Section 9 hereof
(after 30 days following written notice from the Board specifying such failure,
and the Executive’s failure to cure or remedy such inattention or failure
within such 30-day period);


 


(VII)                        refusal to perform the
Executive’s assigned duties and responsibilities or other insubordination
(after 30 days following written notice from the Board specifying such refusal
or insubordination, and the Executive’s failure to cure or remedy such refusal
or insubordination within such 30-day period); or


 


(VIII)                    unsatisfactory performance of
duties by the Executive as a result of alcohol or drug use by the Executive.


 


c)                                      Without
Cause.  The Company may terminate the
Executive’s employment without Cause. If, during the Term of Employment, the
Company terminates the Executive’s employment without Cause, other than due to
Death or Disability, then in lieu of any amount otherwise payable under this
Agreement, or as damages for termination of Executive’s employment without
Cause, the Executive shall be entitled to receive:


 


i)                                         (Amended March 9, 2005) A cash severance payment
(reduced by any applicable payroll or other taxes required to be withheld)
equal to the sum of the Executive’s annual salary for the current year plus the
Prorated Bonus Payment (as defined hereafter). 
The Prorated Bonus Payment shall equal the product of (x) the Executive’s
annual incentive award target for the current year and (y) a fraction, the
numerator of which is the number of days in such year through the date of such
termination of employment, and the denominator of which is 365.  The
severance payment shall be payable in a lump sum amount beginning within thirty
(30) days of the date of the Board’s written notice of termination without
Cause.  If the notice of
termination is given prior to the determination of the Executive’s salary or
annual incentive award target for the year in which the notice of termination
is given, then the amounts shall be based on the annual salary for the prior
year and the greater of the annual incentive award target for the prior year or
the actual annual incentive award earned by the Executive for the prior
year.  The current year shall be (A) for
purposes of determining the Executive’s annual salary, the year then generally
used by the Company for setting salaries for senior-level executives (currently
April 1 through the following March 31), and (B) for purposes of
determining annual incentive award targets , the fiscal year then generally
used by the Company for setting annual incentive award targets for senior-level
executives, in which the Board gives the Executive written notice of
termination, and the prior year shall be the twelve-month period immediately
preceding the current year;


 


ii)                                      Reimbursement
for expenses incurred by the Executive in accordance with the Company’s policy
but not reimbursed prior to the date of such termination of employment;


 

















 


iii)                                   Any
vested deferred base salary and vested deferred annual incentive awards
(including, without limitation, interest or other credits on such vested
deferred amounts); and


 


iv)                                  Any
other compensation or benefits that may be owed or provided to the Executive in
accordance with the terms and conditions of any applicable plans and programs
of the Company.


 


(Amended March 9, 2005)
Employee stock options, restricted stock and deferred stock units (and other
stock awards) are governed by the terms of the grant documents and will
terminate in accordance therewith and are only exercisable to the extent
provided therein.  The payment of the
severance payment (calculated in Section 8.c.i.) as well as all other
payments and benefits provided by the Company to the Executive under this
Agreement shall be conditioned on the following: (i) Executive’s continued
compliance with the non-competition and confidentiality provisions provided
herein; (ii) the Executive’s execution of a full release and settlement of
any and all claims against the Company; and (iii) the Executive’s
execution of a non-disparagement agreement and continued compliance therewith.


 


d)                                     Voluntary
Termination.  If, during the Term of
Employment, the Executive terminates [her/his] employment other than due to
Retirement, the Executive shall be entitled to receive:


 


i)                                         Executive’s
base salary through the date of such termination of employment at the rate in
effect at the time thereof;


 


ii)                                      reimbursement
for expenses incurred by the Executive in accordance with the Company’s policy
but not reimbursed prior to the date of such termination of employment;


 


iii)                                   any
vested deferred base salary and vested deferred annual incentive awards
(including, without limitation, interest or other credits on such vested
deferred amounts); and


 


iv)                                  no
other compensation or benefits except as and to the extent required by law.


 


e)                                      Ineligibility
for Severance Plan Payments. 
Anything in this Agreement to the contrary notwithstanding, Executive
shall not be entitled to any payment under any of the Company’s severance
plans, programs or arrangements.


 


f)                                      (Added March 9, 2005)
Payment of Deferred Compensation. 
Notwithstanding anything contained herein to the contrary, to the extent
the Executive is deemed a “key employee” for purposes of Section 409A of
the Internal Revenue Code of 1986, as amended, and notwithstanding any contrary
provision which exists in any of the Company’s deferred compensation plans, any
distribution of deferred compensation to the


 

















 


Executive will be delayed for a period of 6 months
after the Termination Date as required by Section 409A of the Internal
Revenue Code of 1986, as amended.


 


9.                                       Company
Policies.


 


The Executive shall
strictly follow and adhere to all written policies of the Company which are not
inconsistent with this Agreement or applicable law including, without
limitation, securities laws compliance (including, without limitation, use or
disclosure of material nonpublic information, restrictions on purchases and
sales of Company stock, and reporting requirements), conflicts of interest
(including, without limitation, doing business with the Company or its
affiliates without the prior approval of the Board), and employee harassment.


 


10.                                 Confidentiality.


 


The Executive will not at
any time (whether during or after Executive’s employment with the Company)
disclose or use for Executive’s own benefit or purposes, or for the benefit or
purpose of any other person, firm, partnership, joint venture, association,
corporation or other business organization, entity or enterprise, any trade secrets,
information, data, or other confidential information relating to customers,
employees, job applicants, services, development programs, prices, costs,
marketing, trading, investment, sales activities, promotion, processes,
systems, credit and financial data, financing methods, plans, proprietary
computer software, request for proposal documents, or the business and affairs
of the Company generally, or of any affiliate of the Company; provided,
however, that the foregoing shall not apply to information which is generally
known to the industry or the public other than as a result of the Executive’s
breach of this covenant.  The Executive
agrees that upon termination of [her/his] employment with the Company for any
reason, [she/he] will return to the Company immediately all memoranda, books,
papers, plans, information, letters and other data, and all copies thereof or
therefrom (whether in written, printed or electronic form), in any way relating
to the business of the Company and its affiliates.


 


The Executive acknowledges and agrees that the Company’s remedies at
law for a breach or threatened breach of any of the provisions of this Section would
be inadequate and, in recognition of this fact, the Executive agrees that, in
the event of such a breach or threatened breach, in addition to any remedies at
law, the Company, without posting any bond, shall be entitled to obtain
equitable relief in the form of specific performance, a temporary restraining
order, a temporary or permanent injunction or any other equitable remedy which
may then be available.


 


11.                                 Covenant
Not to Compete.


 


a)                                      In
General.  The Executive agrees that
during Executive’s employment with the Company and for a period of one (1) year
after the termination of such employment for whatever reason (the “Non-Compete
Period”), [she/he] shall not, anywhere in the United States:


 


i)                                         act
as an employee, director, consultant, partner, principal, agent,
representative, owner or stockholder (other than as a stockholder of less than
a one


 

















 


percent (1%) equity interest) for (1) any public
company that derives any revenue from any business line in which the Company
derives $25 million or more in annualized revenues as of the Termination Date
or from the principal business line in which the Executive was directly
involved immediately prior to the Termination Date (collectively, the “Business
Lines”) or (2) any private company that derives $25 million or more in
annualized revenues from any combination of one or more of the Business Lines;


 


ii)                                      solicit
business from, or perform services for, or induce others to perform services
for, any company or other business entity which at any time during the one (1) year
period immediately preceding the Termination Date was a client of the Company
or its affiliates; or


 


iii)                                   offer,
or cause to be offered, employment with any business, whether in corporate,
proprietorship, or partnership form or otherwise, either on a full-time,
part-time or consulting basis, to any person who was employed by the Company or
its affiliates or for whom the Company or its affiliates performed outplacement
services, in either case at any time during the one (1) year period
immediately preceding the Termination Date.


 


iv)                                  For
purposes of this Agreement, affiliates of the Company include subsidiaries 50%
or more owned by the Company and the Company’s franchisees and licensees.


 


b)                                     Consideration.  The consideration for the foregoing covenant
not to compete, the sufficiency of which is hereby acknowledged, is the Company’s
agreement to employ the Executive and provide compensation and benefits
pursuant to this Agreement.


 


c)                                      Equitable
Relief and Other Remedies.  The
Executive acknowledges and agrees that the Company’s remedies at law for a
breach or threatened breach of any of the provisions of this Section would
be inadequate and, in recognition of this fact, the Executive agrees that, in
the event of such a breach or threatened breach, in addition to any remedies at
law, the Company, without posting any bond, shall be entitled to obtain
equitable relief in the form of specific performance, temporary restraining
order, a temporary or permanent injunction or any other equitable remedy which
may then be available.


 


d)                                     Reformation.  If the foregoing covenant not to compete
would otherwise be determined invalid or unenforceable by a court of competent
jurisdiction, such court shall exercise its discretion in reforming the
provisions of this Section to the end that the Executive be subject to a
covenant not to compete, reasonable under the circumstances, enforceable by the
Company.


 


12.                                 Company
Policies, Plans and Programs.


 


Whenever any rights under
this Agreement depend on the terms of a policy, plan or program established or
maintained by the Company, any determination of these rights shall be made on
the basis of the policy, plan or program in effect at the time as of which the
determination is made.  No reference in
this Agreement to any policy, plan or program


 

















 


established or
maintained by the Company shall preclude the Company from prospectively or retroactively
changing or amending or terminating that policy, plan or program or adopting a
new policy, plan or program in lieu of the then-existing policy, plan or
program.


 


13.                                 Binding
Agreement; Successors.


 


a)                                      This
Agreement shall be binding upon and shall inure to the benefit of the Company
and its successors and assigns.  The
Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, by agreement to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken
place.  For purposes of this Agreement, “Company”
shall mean the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid.


 


b)                                     This
Agreement shall be binding up and shall inure to the benefit of the Executive
and the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, beneficiaries, devises and
legatees.  If the Executive should die
while any amounts are payable to [him/her] hereunder, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the Executive’s devisee, legatee, beneficiary or other designee
or, if there be no such designee, to the Executive’s estate.


 


14.                                 Change
In Control Agreements.


 


Simultaneously with the
execution and delivery of this Agreement, the Company and the Executive have
executed and delivered a Change In Control Agreement (“C-I-C Agreement”),
which applies under the circumstances and during the period described
therein.  If circumstances arise which
cause both the C-I-C Agreement and this Agreement to apply to the Company and
the Executive, then, to the extent of any inconsistency between the provisions
of this Agreement and the C-I-C Agreement, the terms of the C-I-C Agreement
alone shall apply.  However, if the C-I-C
Agreement does not apply (as, for example, if there is no Change in Control as
described therein, or the C-I-C Agreement has expired, or the C-I-C Agreement
simply does not apply), then the provisions of this Agreement shall control and
be unaffected by the C-I-C Agreement.


 


15.                                 Notices.


 


For the purposes
of this Agreement, notices and all other communications provided for herein
shall be in writing and shall be deemed to have been duly given (i) on the
date of delivery if delivered by hand, (ii) on the date of transmission,
if delivered by confirmed facsimile, (iii) on the first business day
following the date of deposit if delivered by guaranteed overnight delivery
service, or (iv) on the third business day following the date delivered or
mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:


 

















 


If to the Executive:


 


 


 


 


If to the Company:


 


Spherion Corporation


2050 Spectrum Boulevard


Fort Lauderdale, Florida 33309


Attention:  General Counsel


 


or to such other address
as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon
receipt.


 


16.                                 Governing
Law.


 


The validity,
interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of Florida, without regard to principles of
conflicts of laws.


 


17.                                 Entire
Agreement; Amendment.


 


This Agreement and the C-I-C Agreement contain the
entire agreement between the parties concerning the subject matter hereof and
supersede all prior agreements, understandings, discussions, negotiations and
undertakings, whether written or oral, between the parties with respect to the
subject matter hereof.  No provisions of
this Agreement may be amended, modified, waived or discharged unless such
amendment, waiver, modification or discharge is agreed to in writing signed by
the Executive and the Company.  No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement.


 


18.                                 Counterparts.


 


This Agreement may
be executed in one or more counterparts, each of which shall be deemed to be an
original but all of which will constitute one and the same instrument.


 


19.                                 Non-Assignability.


 


This Agreement is
personal in nature and neither of the parties hereto shall, without the consent
of the other, assign, or transfer this Agreement or any rights or obligations
hereunder, except as provided in Section 13.  Without limiting the foregoing, the Executive’s
right to receive payments hereunder shall not be assignable or transferable,
whether by pledge, creation of a security interest or otherwise, other than a
transfer by [her/his] will or trust or by the laws of descent or distribution,
and in the event of any attempted assignment or transfer contrary to this
paragraph the Company shall have no liability to pay any amount so attempted to
be assigned or transferred.


 

















 


20.                                 Resolution
of Disputes.


 


a)                                      The
parties shall submit any claim, demand, dispute, charge or cause of action (in
any such case, a “Claim”) arising out of, in connection with, or
relating to this Agreement to binding arbitration in conformance with the
J*A*M*S/ENDISPUTE Streamlined Arbitration Rules and Procedures or the
J*A*M*S/ENDISPUTE Comprehensive Arbitration Rules and Procedures, as
applicable, but expressly excluding Rule 28 of the J*A*M*S/ ENDISPUTE
Streamlined Rules and Rule 33 of the J*A*M*S/ENDISPUTE Comprehensive
Rules, as the case may be.  All
arbitration procedures shall be held in Fort Lauderdale, Florida and shall be
subject to the choice of law provisions set forth in Section 16 of this
Agreement.


 


b)                                     In
the event of any dispute arising out of or relating to this Agreement for which
any party is seeking injunctive relief, specific performance or other equitable
relief, such matter may be resolved by litigation.  Accordingly, the parties shall submit such
matter to the exclusive jurisdiction of the United States District Court for
the Southern District of Florida or, if jurisdiction is not available therein,
any other court located in Broward County, Florida, and hereby waive any and
all objections to such jurisdiction or venue that they may have.  Each party agrees that process may be served
upon such party in any manner authorized under the laws of the United States or
Florida, and waives any objections that such party may otherwise have to such
process.


 


21.                                 No
Setoff.


 


The Company shall
have no right of setoff or counterclaim in respect of any claim, debt or
obligation against any payment provided for in this Agreement.


 


22.                                 Non-Exclusivity
of Rights.


 


Nothing in this
Agreement shall prevent or limit the Executive’s continuing or future
participation in any benefit, bonus, incentive or other plan or program
provided by the Company or any of its subsidiaries or successors and for which
the Executive may qualify, nor shall anything herein limit or reduce such
rights as the Executive may have under any other agreements with the Company or
any of its subsidiaries or successors. 
Amounts which are vested benefits or which the Executive is otherwise
entitled to receive under any plan or program of the Company or any of its
subsidiaries shall be payable in accordance with such plan or program, except
as explicitly modified by this Agreement.


 


23.                                 Withholding.


 


The Company may withhold
from any amounts payable under this Agreement such federal, state and local
taxes as are required to be withheld (with respect to amounts payable hereunder
or under any benefit plan or arrangement maintained by the Company) pursuant to
any applicable law or regulation.


 

















 


24.                                 Invalidity
of Provisions.


 


In the event that
any provision of this Agreement is adjudicated to be invalid or unenforceable
under applicable law in any jurisdiction, the validity or enforceability of the
remaining provisions thereof shall be unaffected as to such jurisdiction and
such adjudication shall not affect the validity or enforceability of such
provision in any other jurisdiction.  To
the extent that any provision of this Agreement is adjudicated to be invalid or
unenforceable because it is overbroad, that provision shall not be void but
rather shall be limited to the extent required by applicable law and enforced
as so limited.  The parties expressly
acknowledge and agree that Sections 11 and 24 are reasonable in view of
the parties’ respective interests.


 


25.                                 Non-Waiver
of Rights.


 


The failure by the
Company or the Executive to enforce at any time any of the provisions of this
Agreement or to require at any time performance by the other party of any of
the provisions hereof shall in no way be construed to be a waiver of such
provisions or to affect either the validity of this Agreement, or any part
hereof, or the right of the Company or the Executive thereafter to enforce each
and every provision in accordance with the terms of this Agreement.


 


PLEASE NOTE:  BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS
HEREBY CERTIFYING THAT THE EXECUTIVE (A) HAS RECEIVED A COPY OF THIS
AGREEMENT FOR REVIEW AND STUDY BEFORE EXECUTING IT; (B) HAS READ THIS
AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITY
BEFORE SIGNING THE AGREEMENT TO ASK ANY QUESTIONS THE EXECUTIVE HAS ABOUT THE
AGREEMENT AND HAS RECEIVED SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS
THE EXECUTIVE’S RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT.


 


THIS
AGREEMENT IN SECTION 20  CONTAINS A
BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.


 


[signatures appear on the following page]


 

















 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered as of the day and year first above set forth.


 


 


	
   

  	
  SPHERION
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
						



 






*This document is a
compilation of the original employment agreement as well as several amendments
thereto.  It is being presented in this
format in order to assist the reader.


 

















 


SCHEDULE A


 


	
  Executive’s Name

  	
   

  	
  Date of

  Executive’s

  Employment

  Agreement

  	
   

  	
  Executive’s

  Position

  	
   

  	
  Executive

  Reports to:

  	
   

  	
  Date of

  Executive’s

  Prior

  Employment

  Agreement

  	
   

  
	
  William
  J. Grubbs

  	
   

  	
  February 21,
  2006

  	
   

  	
  Chief
  Marketing and Corporate Development Officer

  	
   

  	
  President
  and Chief Executive Officer

  	
   

  	
  Not
  applicable

  	
   

  
	
  William
  G. Halnon

  	
   

  	
  February 21,
  2006

  	
   

  	
  Senior
  Vice President and Chief Information Officer

  	
   

  	
  President
  and Chief Executive Officer

  	
   

  	
  Not
  applicable

  	
   

  
	
  Richard
  A. Lamond

  	
   

  	
  November 30,
  2003, as amended through March 9, 2005

  	
   

  	
  Senior
  Vice President and Chief Human Resources Officer

  	
   

  	
  President
  and Chief Executive Officer

  	
   

  	
  Not
  applicable

  	
   

  
	
  Byrne
  K. Mulrooney

  	
   

  	
  November 30,
  2003, as amended through March 9, 2005

  	
   

  	
  President,
  Staffing Services

  	
   

  	
  President
  and Chief Executive Officer

  	
   

  	
  Not
  applicable