Exhibit 10.68


 


SPHERION CORPORATION


DEFERRED STOCK AGREEMENT


 


This Deferred Stock Agreement (the “Agreement”) is
entered into as of the        day of             
      , by and between SPHERION CORPORATION (the “Company”)
and                   
(“Recipient”).


 


W  I  T
N  E  S  S  E  T  H:


 


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


 


WHEREAS, the
Committee has granted to Recipient an award of deferred stock 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                
shares of the Common Stock $.01 par value, of the Company. Such shares are
hereinafter referred to as the “Deferred Shares.”


 


(b)                                 Background. The Deferred Shares
were awarded to Recipient on                         
(the “Grant Date”).


 


2.             Vesting Restrictions.


 


The Deferred Shares shall vest in accordance with
Exhibit “A” attached hereto on                         ,
provided that (a) the Recipient remains employed by the Company or its
subsidiaries on such date, and (b) the Company successfully and timely achieves
the objectives set forth on Exhibit “A” attached hereto, as determined in the
sole discretion of the Company’s Compensation Committee of its Board of
Directors (the “Committee”).


 


3.             Forfeiture Upon Termination of Employment or Failure to Meet Objectives.


 


If Recipient is no longer employed by the Company or
any of its subsidiaries for any reason, any Deferred Shares that are not then
vested under Section 2 shall be immediately forfeited, and Recipient shall have
no rights in such Deferred Shares. Any Deferred Shares that do not vest on                         
due to the requirements of Section 2 not being met,
shall expire and be immediately forfeited on such date, and Recipient shall
have no rights in such Deferred Shares.


 


4.             Delivery of Deferred
Shares.


 


(a)                                  General.
Except as provided in subsection (b) below, the Company shall instruct its
transfer agent to issue a stock certificate representing such vested Deferred
Shares in the name of Recipient (or issue shares in book form) within a
reasonable time after any of the Deferred Shares become vested.


 

















 


(b)                                 Deferred
Delivery. Recipient may elect to defer the receipt of Deferred Shares
beyond the vesting date upon such terms as may be established by the Committee.
Any such election must be made at such time and in accordance with such
procedures as are established by the Committee, but in no event shall such an
election be made after the beginning of the calendar year in which such
Deferred Shares become vested.


 


5.             Agreement of Recipient.


 


Recipient acknowledges that certain restrictions under
state or federal securities laws may apply with respect to the Deferred Shares
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 Deferred Shares 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 Recipients’ 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 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 Deferred Shares
until such shares have been delivered and issued to Recipient pursuant to
Section 4.


 


(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.


 


(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:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RECIPIENT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 

















 


Exhibit A


 


The Committee reserves the right, in its sole discretion, to determine
if the objectives below have been met. In addition the Committee may make
adjustments that it deems reasonable, in its sole discretion, to adjust or
amend the objectives below to account for items including, but not limited to,
mergers, acquisitions or divestitures involving the Company or members of the
peer group, other changes within the peer group, etc.


 


The Company’s objectives for vesting the Deferred Shares pursuant to
the terms of the Agreement are the achievement of the following at or above the
minimal thresholds as described below:


 


•                  COMPONENT 1


 


50% of the Deferred Shares will vest based on Spherion’s average annual
revenue growth rate relative to that of a pre-defined peer group of companies
measured over a three year period beginning             
and ending                         .
This peer group includes:


 


	
  •     *

  	
   

  	
  •     *

  
	
  •      *

  	
   

  	
  •      *

  
	
  •      *

  	
   

  	
  •      *

  
	
  •      *

  	
   

  	
  •      *

  
	
  •      *

  	
   

  	
  •      *

  
	
  •      *

  	
   

  	
  •      *

  
	
  •      *

  	
   

  	
  •      *

  
	
  •      *

  	
   

  	
   

  



 


•                  If Spherion’s performance achieves
First Quartile relative achievement levels within this peer group, 100% of the
Deferred Shares apportioned to this component will vest.


•                  If Spherion’s performance achieves
Second Quartile relative achievement levels within this peer group, 662/3%
of the Deferred Shares apportioned to this component will vest.


•                  If Spherion’s performance achieves
Third Quartile relative achievement levels within this peer group, 331/3%
of the Deferred Shares apportioned to this component will vest.


•                  If Spherion’s performance is below
Third Quartile relative achievement levels within this peer group, none of the
Deferred Shares apportioned to this component will vest.


 


•                  COMPONENT 2


 


50% of the Deferred Shares will vest based on Spherion’s
achievement of a pre-defined earnings target for the three year period
beginning             
and ending                         
on a cumulative basis:


 


•                  If Spherion’s earnings provide a
return on capital employed that meets or exceeds the Weighted Average Cost of
Capital (WACC) + *, 100% of the Deferred Shares apportioned to this component
will vest.


•                  If Spherion’s earnings provide a
return on capital employed that meets or exceeds the WACC + * (but is less than
WACC + *, 662/3 % of the Deferred Shares apportioned to
this component will vest.


•                  If Spherion’s earnings provide a
return on capital employed that meets or exceeds the WACC + * (but is less than
WACC + *, 331/3% of the Deferred Shares apportioned to
this component will vest.


•                  If Spherion’s earnings provide a
return on capital employed that is less than the WACC + *, none of the Deferred
Shares apportioned to this component will vest.


 


•                  For this time
period, WACC shall equal *. The terms “earnings” and “return on capital
employed” shall be as defined and calculated in the sole discretion of the
Committee.


 






*  Confidential
portions omitted and filed separately with the Commission.