Exhibit
10.58


 


RESTATED CHANGE IN CONTROL
AGREEMENT*


(as amended through March 9,
2005)


 


THIS AGREEMENT, dated as
of the [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 Board of Directors of the Company (the “Board”)
considers it essential to the best interests of the Company and its
stockholders that its key management personnel be encouraged to remain with the
Company and its subsidiaries and to continue to devote full attention to the
Company’s business in the event that any third person expresses its intention
to complete a possible business combination with the Company, or in taking any
other action which could result in a “Change in Control” (as defined
herein) of the Company.  In this
connection, the Board recognizes that the possibility of a Change in Control
and the uncertainty and questions which it may raise among management may
result in the departure or distraction of key management personnel to the
detriment of the Company and its stockholders. 
The Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of key members
of the Company’s management to their assigned duties without distraction in the
face of the potentially disturbing circumstances arising from the possibility
of a Change in Control of the Company.


 


B.                                     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.


 


C.                                     The
Board believes the Executive has made and is expected to continue to make
valuable contributions to the productivity and profitability of the Company and
its subsidiaries.  Should the Company
receive a proposal from a third person concerning a possible business
combination or any other action which could result in a Change in Control, in
addition to the Executive’s regular duties, the Executive may be called upon to
assist in the assessment of such proposal, advise management and the Board as
to whether such proposal would be in the best interests of the Company and its
stockholders, and to take such other actions as the Board might determine to be
necessary or appropriate.


 


D.                                    Should
the Company receive any proposal from a third person concerning a possible
business combination or any other action which could result in a change in
control of the Company, the Board believes it imperative that the Company and
the Board be able to rely upon the Executive to continue in [her/his] position,
and that the Company and the Board be able to receive and rely upon [her/his]
advice, if so requested, as to the best interests of the Company and its
stockholders without concern that [she/he] might be distracted by the personal
uncertainties and risks created by such a proposal, and to encourage Executive’s
full attention and dedication to the Company.


 


E.                                      The
Company and the Executive are parties to that certain Change in


 

















 


Control Agreement dated
[SEE ATTACHED SCHEDULE A] (the “Prior CIC Agreement”).


 


F.                                      The
Company and the Executive desire to terminate the Prior CIC Agreement (and any
predecessor change in control agreements) and to enter into this Agreement,
which supercedes the Prior CIC Agreement, upon the terms and subject to the
conditions hereinafter set forth.]


 


TERMS AND
CONDITIONS


 


NOW, THEREFORE, to assure the Company and its
subsidiaries that it will have the continued, undivided attention, dedication
and services of the Executive and the availability of the Executive’s advice
and counsel notwithstanding the possibility, threat or occurrence of a Change
in Control of the Company, and to induce the Executive to remain in the employ
of the Company and its subsidiaries, and for other good and valuable
consideration, the adequacy and sufficiency of which are hereby acknowledged,
the Company and the Executive agree as follows.


 


1.                                       Change in Control.  (Amended March 9, 2005) For purposes of this Agreement,
a “Change in Control” of the Company shall be deemed to have occurred
upon any of the following events as such are defined in Section 409A of
the Internal Revenue Code of 1986, as amended: (i) a change in the
ownership of the Company; (ii) a change in effective control of the
Company; or (iii) a change in the ownership of a substantial portion of
the assets of the Company.”


 


2.                                       Adjustment
of Benefits upon Change in Control


 


(a)                                  The
Company agrees that the Compensation Committee of the Board, or such other
committee succeeding to such committee’s responsibilities with respect to
executive compensation (collectively, the “Compensation Committee”) may
make such equitable adjustments to any performance targets contained in any awards
under the Company’s current incentive compensation plans, or any additional or
successor plan in which the Executive is a participant (collectively, the “Incentive
Plans”), as the Compensation Committee determines may be appropriate to
eliminate any negative effects from any transactions relating to a Change in
Control (such as costs or expenses associated with the transaction or any
related transaction, including, without limitation, any reorganizations,
divestitures, recapitalizations or borrowings, or changes in targets or
measures to reflect the disruption of the business, etc.), in order to preserve
reward opportunities and performance objectives.


 


(b)                                 In
the case of a Change in Control, all restrictions and conditions applicable to
any awards of restricted stock or the vesting of stock options or other awards
granted to the Executive under the Company’s 2000 Stock Incentive Plan,
Deferred Stock Plan, any similar, predecessor or successor plan, or otherwise
shall be deemed to have been satisfied as of the date the Change in Control
occurs, and this Agreement shall be deemed to amend any agreements evidencing
such awards to reflect this provision.


 

















 


3.                                       Termination
Following Change in Control


 


(a)                                  The
Executive’s employment may be terminated for any reason by the Company
following a Change in Control of the Company. 
If the Executive’s employment is terminated by the Company for any
reason other than for the reasons set forth in subparagraphs (i), (ii), (iii), (iv) or
(v) below within two years following a Change in Control, then the
Executive shall be entitled to the benefits set forth in this Agreement in lieu
of any termination, separation, severance or similar benefits under the
Executive’s Employment Agreement, if any, or under the Company’s termination,
separation, severance or similar plans or policies, if any.  If the Executive’s employment is terminated
for any of the reasons set forth in subparagraphs (i), (ii), (iii), (iv) or
(v) below, then the Executive shall not be entitled to any termination,
separation, severance or similar benefits under this Agreement, and the
Executive shall be entitled to benefits under the Executive’s Employment
Agreement, if any, or under the Company’s termination, separation, severance or
similar plans or policies, if any, only in accordance with the terms of such
Employment Agreement, or such plans or policies.


 


(i)                                     termination
by reason of the Executive’s death, provided the Executive has not
previously given a “Notice of Termination” pursuant to Section 4;


 


(ii)                                  termination
by reason of the Executive’s “Disability,” provided the Executive
has not previously given a “Notice of Termination” pursuant to Section 4;


 


(iii)                               termination
by reason of “retirement” at or after age 65, provided the
Executive has not previously given “Notice of Termination” pursuant to Section 4;


 


(iv)                              termination
by the Company for “Cause;” or


 


(v)                                 voluntary
termination by the Executive (other than for “Good Reason” as provided
in section 3(b) below).


 


For the purposes of this
Agreement, “Disability” shall be defined as 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, 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.


 


For purposes of this
Agreement, “retirement” shall mean the Company’s termination of the
Executive’s employment at or after the date on which the Executive attains age
65.


 


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 written Policies of the Company which are not
inconsistent with this Agreement or applicable law (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.


 


(b)                                 The
Executive may terminate [her/his] employment with the Company following a
Change in Control of the Company for “Good Reason” by giving Notice of
Termination at any time within two years after the Change in Control.  Any failure by the Executive to give such
immediate notice of termination for Good Reason shall not be deemed to
constitute a waiver or otherwise to affect adversely the rights of the
Executive hereunder, provided the Executive gives notice to receive such
benefits prior to the expiration of such two year period.  If the Executive terminates [her/his]
employment as provided in this Section 3(b), then the Executive shall be
entitled to the benefits set forth in this Agreement in lieu of any
termination, separation, severance or similar benefits under the Executive’s
Employment Agreement, if any, or under the Company’s termination, separation,
severance or similar plans or policies, if any.


 

















 


For purposes of
this Agreement, “Good Reason” shall mean the occurrence of any one or
more of the following events:


 


(I)                                    The
assignment to the Executive of any duties inconsistent in any material adverse
respect with [her/his] position, authority or responsibilities with the Company
and its subsidiaries immediately prior to the Change in Control, or any other
material adverse change in such position, including titles, authority, or
responsibilities, as compared with the Executive’s position immediately prior
to the Change in Control;


 


(II)                                A
reduction by the Company in the amount of the Executive’s base salary or annual
or long term incentive compensation paid or payable as compared to that which
was paid or made available to Executive immediately prior to the Change in
Control; or the failure of the Company to increase Executive’s compensation
each year by an amount which is substantially the same, on a percentage basis,
as the average annual percentage increase in the base salaries of other
executives of comparable status with the Company;


 


(III)                            The
failure by the Company to continue to provide the Executive with substantially
similar perquisites or benefits the Executive in the aggregate enjoyed under
the Company’s benefit programs, such as any of the Company’s pension, savings,
vacation, life insurance, medical, health and accident, or disability plans in
which [she/he] was participating at the time of the Change in Control (or,
alternatively, if such plans are amended, modified or discontinued,
substantially similar equivalent benefits thereto, when considered in the
aggregate), or the taking of any action by the Company which would directly or
indirectly cause such benefits to be no longer substantially equivalent, when
considered in the aggregate, to the benefits in effect at the time of the
Change in Control;


 


(IV)                            The
Company’s requiring the Executive to be based at any office or location more
than 50 miles from that location at which [she/he] performed [her/his]
services immediately prior to the Change in Control, except for a relocation
consented to in writing by the Executive, or travel reasonably required in the
performance of the Executive’s responsibilities to the extent substantially
consistent with the Executive’s business travel obligations prior to the Change
in Control;


 


(V)                                Any
failure of the Company to obtain the assumption of the obligation to perform
this Agreement by any successor as contemplated in Section 11 herein; or


 


(VI)                            Any
breach by the Company of any of the material provisions of this Agreement or
any failure by the Company to carry out any of its obligations hereunder, in
either case, for a period of thirty business days after receipt of written
notice from the Executive and the failure by the Company to cure such breach or
failure during such thirty business day period.


 


4.                                       Notice
of Termination


 


Any termination of
the Executive’s employment following a Change in Control, other than a
termination as contemplated by Sections 3(a)(i) or 3(a)(iii) shall be
communicated by written “Notice of Termination” by the party affecting
the termination to


 

















 


the other party
hereto.  Any “Notice of Termination”
shall set forth (a) the effective date of termination, which shall not be
less than 15 or more than 30 days after the date the Notice of Termination
is delivered (the “Termination Date”); (b) the specific provision
in this Agreement relied upon; and (c) in reasonable detail the facts and
circumstances claimed to provide a basis for such termination and the
entitlement, or lack of entitlement, to the benefits set forth in this
Agreement.  Notwithstanding the foregoing,
if within fifteen (15) days after any Notice of Termination is given, the
party receiving such Notice of Termination notifies the other party that a good
faith dispute exists concerning the termination, the actual Termination Date
shall be the date on which the dispute is finally determined in accordance with
the provisions of Section 18 hereof. 
In the case of any good faith dispute as to the Executive’s entitlement
to benefits under this Agreement resulting from any termination by the Company
for which the Company does not deliver a Notice of Termination, the actual
Termination Date shall be the date on which the dispute is finally determined
in accordance with the provisions of Section 18 hereof.  Notwithstanding the pendency of any such
dispute referred to in the two preceding sentences, the Company shall continue
to pay the Executive [her/his] full compensation then in effect and continue
the Executive as a participant in all compensation, benefits and perquisites in
which [she/he] was then participating, until the dispute is finally resolved, provided
the Executive is willing to continue to provide full time services to the
Company and its subsidiaries in substantially the same position, if so
requested by the Company.  Amounts paid
under this Section 4 shall be in addition to all other amounts due under
this Agreement and shall not be offset against or reduce any other amounts due
under this Agreement.  If a final
determination is made, pursuant to Section 18, that Good Reason did not
exist in the case of a Notice of Termination by the Executive, the Executive
shall have the sole right to nullify and void [her/his] Notice of Termination
by delivering written notice of same to the Company within three (3) business
days of the date of such final determination. 
If the parties do not dispute the Executive’s entitlement to benefits
hereunder, the Termination Date shall be as set forth in the Notice of
Termination.


 


5.                                       Termination
Benefits


 


(a)                                  Severance
Payment.  Subject to the conditions
set forth in this Agreement, on the Termination Date the Company shall pay the
Executive (reduced by any applicable payroll or other taxes required to be
withheld) a lump sum severance payment, in cash, equal to two (2) times
the sum of Executive’s annual salary for the current year plus [her/his] annual
incentive award target for the current year (provided that 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 Termination Date
occurs, 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 incentive award earned by the Executive for the prior year).  The current year shall be (A) for the
purposes of determining 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 target, the fiscal year then generally used by the
Company for setting annual incentive award targets for senior-level executives,
in which the Termination Date occurs, and the prior year shall be the
twelve-month period immediately preceding the current year;


 

















 


(b)                                 Expenses.  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;


 


(c)                                  Payment
of Deferred Compensation.  Any
compensation that has been earned by the Executive but is unpaid as of the
Termination Date, including any compensation that has been earned but deferred
pursuant to the Company’s Deferred Compensation Plan or otherwise, shall be
paid in full to the Executive on the Termination Date.


 


(d)                                 Key Employee Exception.  (Added March 9, 2005) 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.


 


6.                                       Other
Benefits


 


Subject to the conditions
set forth in this Agreement hereof, the following benefits (subject to any
applicable payroll or other taxes required to be withheld) shall be paid or
provided to the Executive:


 


(a)                                  Health/Welfare
Benefits


 


(i)                                     During
the twenty-four (24) months following the Termination Date (the “Continuation
Period”), the Company shall continue to keep in full force and effect all
programs of medical, dental, vision, accident, disability, life insurance,
including optional term life insurance, and other similar health or welfare
programs with respect to the Executive and [her/his] dependents with the same
level of coverage, upon the same terms and otherwise to the same extent as such
programs shall have been in effect immediately prior to the Termination Date
(or, if more favorable to the Executive, immediately prior to the Change in
Control), and the Company and the Executive shall share the costs of the
continuation of such insurance coverage in the same proportion as such costs
were shared immediately prior to the Termination Date (or, if more favorable to
the Executive, immediately prior to the Change in Control) or, if the terms of
such programs do not permit continued participation by the Executive (or if the
Company otherwise determines it advisable to amend, modify or discontinue such
programs for employees generally), the Company shall otherwise provide benefits
substantially similar to and no less favorable to the Executive in terms of
cost or benefits (“Equivalent Benefits”) than [she/he] was entitled to
receive at the end of the period of coverage, for the duration of the
Continuation Period.


 


(ii)                                  All
benefits which the Company is required by this Section 6(a) to
provide, which will not be provided by the Company’s programs described herein,
shall be


 

















 


provided through the
purchase of insurance unless the Executive is uninsurable.  If the Executive is uninsurable, the Company
will provide the benefits out of its general assets.


 


(iii)                               If
the Executive obtains other employment during the Continuation Period which
provides health or welfare benefits of the type described in Section 6(a)(i) hereof
(“Other Coverage”), then Executive shall notify the Company promptly of
such other employment and Other Coverage and the Company shall thereafter not
provide the Executive and [her/his] dependents the benefits described in Section 6(a)(i) hereof
to the extent that such benefits are provided under the Other Coverage.  Under such circumstances, the Executive shall
make all claims first under the Other Coverage and then, only to the extent not
paid or reimbursed by the Other Coverage, under the plans and programs
described in Section 6(a)(i) hereof.


 


(b)                                 Retirement
Benefits


 


(i)                                     For
purposes of this Agreement, “Retirement” shall mean the Company’s
termination of the Executive’s employment within two years following a Change
in Control of the Company and at or after the date on which the Executive
attains age 65; provided, however, that any termination for Cause or due
to Death or Disability shall not constitute Retirement.


 


(ii)                                  Subject
to Section 6(b)(ii), the Executive shall be deemed to be completely vested
under the Company’s 401(k) Plan, Deferred Compensation Plan or other similar or
successor plans which are in effect as of the date of the Change in Control
(collectively, the “Plans”), regardless of the Executive’s actual
vesting service credit thereunder.


 


(iii)                               Any
part of the foregoing retirement benefits which are otherwise required to be
paid by a tax-qualified Plan but which cannot be paid through such Plan by
reason of the laws and regulations applicable to such Plan, shall be paid by
one or more supplemental non-qualified Plans or by the Company.


 


(iv)                              The
payments calculated hereunder which are not actually paid by a Plan shall be
paid thirty (30) days following the Date of Termination in a single lump
sum cash payment (of equivalent actuarial value to the payment calculated
hereunder using the same actuarial assumptions as are used in calculating
benefits under the Plan but using the discount rate that would be used by the
Company on the Date of Termination to determine the actuarial present value of
projected benefit obligations).


 


(c)                                  Executive
Outplacement Counseling.  During the
Continuation Period, unless the Executive shall reach normal retirement age
during the Continuation Period, the Executive may request in writing and the
Company shall at its expense engage within a reasonable time following such
written request an outplacement counseling service to assist the Executive in
obtaining employment.


 

















 


7.                                       Payment
of Certain Costs


 


Except
as otherwise provided in Section 18, if a dispute arises regarding a
termination of the Executive or the interpretation or enforcement of this
Agreement, subsequent to a Change in Control, all of the reasonable legal fees
and expenses incurred by the Executive and all Arbitration Costs (as hereafter
defined) in contesting any such termination or obtaining or enforcing all or
part of any right or benefit provided for in this Agreement or in otherwise
pursuing all or part of [her/his] claim will be paid by the Company, unless
prohibited by law.  The Company further
agrees to pay pre-judgment interest on any money judgment obtained by the Executive
calculated at the prime interest rate reported in The Wall Street Journal
in effect from time to time from the date that payment to [her/his] should have
been made under this Agreement.


 


8.                                       This
section intentionally left blank.


 


9.                                       Mitigation


 


The Executive is not
required to seek other employment or otherwise mitigate the amount of any
payments to be made by the Company pursuant to this Agreement, and employment
by the Executive will not reduce or otherwise affect any amounts or benefits
due the Executive pursuant to this Agreement, except as otherwise provided in Section 6(a)(iii).


 


10.                                 Continuing
Obligations Regarding Confidential Information


 


(a)                                  Acknowledgments
by the Executive.  The Executive
hereby recognizes and acknowledges the following:


 


(i)                                     In
connection with the Business, the Company has expended a great deal of time,
money and effort to develop and maintain the secrecy and confidentiality of
substantial proprietary trade secret information and other confidential
business information which, if misused or disclosed, could be very harmful to
the Company’s business.


 


(ii)                                  The
Executive desires to become entitled to receive the benefits contemplated by
this Agreement but which the Company would not make available to the Executive
but for the Executive’s signing and agreeing to abide by the terms of this Section 10.


 


(iii)                               The
Executive’s position with the Company provides the Executive with access to
certain of the Company’s confidential and proprietary trade secret information
and other confidential business information.


 


(iv)                              The
Company compensates its employees to, among other things, develop and preserve
business information for the Company’s ownership and use.


 


(v)                                 If
the Executive were to leave the Company, the Company in all fairness would need
certain protection in order to ensure that the Executive does not appropriate
and misuse any confidential information entrusted to the Executive during the
course of the Executive’s employment with the Company.


 

















 


(b)                                 Confidential
Information


 


(i)                                     The
Executive agrees to keep secret and confidential, and not to use or disclose to
any third parties, except as directly required for the Executive to perform the
Executive’s employment responsibilities for the Company, or except as required
by law, any of the Company’s confidential and proprietary trade secret
information or other confidential business information concerning the Company’s
business acquired by the Executive during the course of, or in connection with,
the Executive’s employment with the Company (and which was not known by the Executive
prior to the Executive’s being hired by the Company).  Confidential information means information
which would constitute material, nonpublic information under the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, regardless of whether the Executive’s use or disclosure of such
information is in connection with or related to a securities transaction.


 


(ii)                                  The
Executive acknowledges that any and all notes, records, reports, written
information or documents of any kind, computer files and diskettes and other
documents obtained by or provided to the Executive, or otherwise made, produced
or compiled during the course of the Executive’s employment with the Company,
regardless of the type of medium in which it is preserved, are the sole and
exclusive property of the Company and shall be surrendered to the Company upon
the Executive’s termination of employment and on demand at any time by the
Company.


 


(c)                                  Acknowledgment
Regarding Restrictions.  The
Executive recognizes and agrees that the provisions of this Section 10 are
reasonable and enforceable because, among other things, (i) the Executive
is receiving compensation under this Agreement and (ii)  this Section 10
therefore does not impose any undue hardship on the Executive.  The Executive further recognizes and agrees
that the provisions of this Section 10 are reasonable and enforceable in
view of the Company’s legitimate interests in protecting its confidential
information.


 


(d)                                 Breach.  In the event of a breach of Section 10(b),
the Company’s sole remedy shall be the discontinuation of the payment,
allocation, accrual or provision of any amounts or benefits as provided in
Sections 5 or 6.  The Executive
recognizes and agrees, however, that it is the intent of the parties that
neither this Agreement nor any of its provisions shall be construed to
adversely affect any rights or remedies that Company would have had, including,
without limitation, the amount of any damages for which it could have sought
recovery, had this Agreement not been entered into.  Accordingly, the parties hereby agree that
nothing stated in this Section 10 shall limit or otherwise affect the
Company’s right to seek legal or equitable remedies it may otherwise have, or
the amount of damages for which it may seek recovery, in connection with
matters covered by this Section 10 but which are not based on breach or
violation of this Section 10 (including, without limitation, claims based
on the breach of fiduciary or other duties of the Executive or any obligations
of the Executive arising under any other contracts, agreements or
understandings).  Without limiting the
generality of the foregoing, nothing in this Section 10 or any other
provision of this Agreement shall limit or otherwise affect the Company’s right
to seek legal or equitable remedies it may otherwise have, or the amount of
damages for which it may seek recovery, resulting from or arising out of
statutory or common law or any


 

















 


Company policies relating
to fiduciary duties, confidential information or trade secrets.  Further, the Executive acknowledges and
agrees that the fact that Section 10(c) is limited to the
Continuation Period, and that the sole remedy of the Company hereunder is the
discontinuation of benefits, shall not reduce or otherwise alter any other
contractual or other legal obligations of the Executive during any period or
circumstance, and shall not be construed as establishing a maximum limit on
damages for which the Company may seek recovery.


 


11.                                 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 upon 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 [her/his] 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.


 


12.                                 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.


 


13.                                 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.


 


14.                                 Miscellaneous


 


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.  Section headings
contained herein are for convenience of reference only and shall not affect the
interpretation of this Agreement.


 


15.                                 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.


 


16.                                 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 11. 
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 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.


 


17.                                 Term
of Agreement


 


The term of this
Agreement (the “Term”) shall commence on the date hereof and shall
continue in effect for a period of three (3) years, unless further
extended or sooner terminated as hereinafter provided.  At the end of this three year period and on
the first day of each one-year anniversary thereafter, the Term shall
automatically be extended for one additional year unless either party shall
have given notice to the other party, at least six months prior to such
anniversary that it does not wish to extend the Term.  However, if a Change in Control of the
Company shall


 

















 


have occurred during the
original or any extended term of this Agreement, this Agreement shall continue
in effect for a period of twenty-four (24) months beyond the month in
which such Change in Control occurred; and, provided  further,
that if the Company shall become obligated to make any payments or provide any
benefits pursuant to Section 5 or 6 hereof, this Agreement shall continue
for the period necessary to make such payments or provide such benefits.


 


18.                                 Resolution
of Disputes


 


(a)                                  The
parties hereby agree to 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 Change in Control 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 13 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.


 


19.                                 Release
and Conditions


 


Any and all 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 confidentiality provisions contained 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.


 


20.                                 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.


 


21.                                 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, except to the extent payments are made


 

















 


pursuant to Section 5,
they shall be in lieu of any termination, separation, severance or similar
payments pursuant to the Executive’s Employment Agreement, if any, and the
Company’s then existing termination, separation, severance or similar plans or
policies, if any.  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.


 


22.                                 No
Guaranteed Employment


 


The Executive and the
Company acknowledge that this Agreement shall not confer upon the Executive any
right to continued employment and shall not interfere with the right of the
Company to terminate the employment of the Executive at any time.


 


23.                                 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, including, without limitation,
Section 10 hereof, 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 this Section 23 is reasonable in view of the parties’ respective
interests.


 


24.                                 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.


 


25.                                 Employment
Agreement.


 


If the Executive has an
Employment Agreement with the Company, and if circumstances arise which cause
both the Employment 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 Employment Agreement, the terms of this Agreement
alone shall apply.  However, if this
Agreement does not apply, then the provisions of the Employment Agreement shall
control and be unaffected by this Agreement.


 

















 


26.                                 Unfunded
Plan.


 


The Company’s obligations
under this Agreement shall be entirely unfunded until payments are made
hereunder from the general assets of the Company, and no provision shall be
made to segregate assets of the Company for payments to be made under this
Agreement.  The Executive shall have no
interest in any particular assets of the Company but rather shall have only the
rights of a general unsecured creditor of the Company.


 


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 18  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
Change in Control 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 change in control agreement as well as amendments
thereto.  It is being presented in this
format in order to assist the reader.


 

















 


SCHEDULE A


 


 


	
  Executive’s Name

  	
   

  	
  Date of

  Executive’s

  Change in

  Control

  Agreement

  	
   

  	
  Executive’s
  Position

  	
   

  	
  Date of
  Executive’s

  Prior Change In

  Control

  	
   

  
	
  William J. Grubbs

  	
   

  	
  February 21, 2006

  	
   

  	
  Chief Marketing and Corporate Development Officer

  	
   

  	
  Not applicable

  	
   

  
	
  William G. Halnon

  	
   

  	
  March 9, 2005

  	
   

  	
  Senior Vice President and Chief Information Officer

  	
   

  	
  Not applicable

  	
   

  
	
  Lisa G. Iglesias

  	
   

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

  	
   

  	
  Senior Vice President, General Counsel and Secretary

  	
   

  	
  May 7, 2001, as amended through May 21,
  2002

  	
   

  
	
  Richard A. Lamond

  	
   

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

  	
   

  	
  Senior Vice President and Chief Human Resources
  Officer

  	
   

  	
  Not applicable

  	
   

  
	
  Byrne K. Mulrooney

  	
   

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

  	
   

  	
  President, Staffing Services

  	
   

  	
  Not applicable

  	
   

  
	
  Mark W. Smith

  	
   

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

  	
   

  	
  Senior Vice President and Chief Financial Officer

  	
   

  	
  May 7, 2001, as amended through May 21,
  2002