EX-10.1






Exhibit 10.1









 




 




Spherion Corporation




Corporate Executives

Management Variable Pay Plan




2009 Variable Pay Plan




For Plan Year: Fiscal 2009




					
	 	 	 	 	 
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Introduction




The following Variable Pay Plan (the “Plan”) is designed to reward Plan Eligible Associates for
achievement of specific goals as well as to provide an incentive to retain talent and encourage
future performance with Spherion. This Plan has been established to align your individual success
with that of Spherion.



Your dedication and commitment to the Company is greatly appreciated. Thank you for your continued
support now and in the future.



Effective Date/Plan Year




This Plan is in effect beginning December 29, 2008 through December 27, 2009 (the “Plan Year”).
This Plan supersedes any prior plans as of the date it becomes effective. This Plan may be
extended beyond the Plan Year at the sole discretion of Spherion.



Eligibility



Eligibility to participate in this Plan is within Spherion’s sole discretion, but in general is
based on an Associate’s position. For purposes of this Plan, the term Plan Eligible Associate
means an Associate who Spherion determines is eligible to participate in this Plan.



Eligibility begins on the first day of the accounting quarter after an Associate begins employment
as a Plan Eligible Associate and terminates immediately when an Associate’s employment as a Plan
Eligible Associate ends.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Start/Transfer Date	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Must be on	 	 	 	 
	 	 	 	 	First Day of	 	 	Last Day of	 	 	or Before to be	 	 	Bonus Payment	 
	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Eligible	 	 	Date	 
	 	Q1, 2009

	 	 	12/29/08
	 	 	03/29/09
	 	 	12/28/08	 	 	 	 
	 	Q2, 2009

	 	 	03/30/09
	 	 	06/28/09
	 	 	03/29/09	 	 	 	 
	 	Q3, 2009

	 	 	06/29/09
	 	 	09/27/09
	 	 	06/28/09	 	 	 	 
	 	Q4, 2009

	 	 	09/28/09
	 	 	12/27/09
	 	 	09/27/09
	 	 	02/26/10	 
	 





A plan acknowledgement stating that a Plan Eligible Associate has received his/her plan document
and agrees to the terms and conditions contained within the plan document is a requirement to be
eligible to participate in this Plan.



Change of Positions/Leave of Absence/ Other types of Pro-rated Compensation




In order to be eligible for or earn any compensation under this Plan, a Plan Eligible Associate
must remain employed by Spherion in some capacity through the last date of the Variable Pay Period.
If the Plan Eligible Associate does not meet this condition, he/she will not earn any compensation
under this Plan (see the Variable Pay Period/Payment section below). If a Plan Eligible Associate
meets this condition, but was actively employed as a Plan Eligible Associate for only a part of the
Variable Pay Period, his/her compensation under this Plan will be pro-rated based on the number of
full weeks he/she was actively employed as a Plan Eligible Associate. Some examples include:




	1.	 	Leave of Absence — LOA
	 
	2.	 	Change in Work Classification Status (full-time vs. part-time)
	 
	3.	 	Position Changes resulting in Incentive Plan &/or Salary Changes
	 
	4.	 	P&L Roll Up Structure Changes (with no position change)





					
	 	 	 	 	 
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For a detailed explanation of the administrative policies on how these and other types of Personnel
Changes affect the Plan Eligible Associate’s compensation, please refer to the Pro-Ration
Guidelines.


Components




A Plan Eligible Associate has a Variable Pay Opportunity which is determined as a percentage (%) of
his/her base salary.



The Variable Pay Opportunity is made up of two components: (1) Company Adjusted Earnings per Share
(EPS) and (2) Individual & Operational Goal Measurement. The specifics of these components are
described in more detail below.



To the extent permitted by the law, Spherion shall have the right to withhold, deduct, and/or set
off any and all amounts for bad debts (including write-offs), re-bills, credits, or other
adjustments from the payment calculations.




	1.	 	Company Adjusted Earnings per Share (EPS). 80% of the Variable Pay Opportunity is based on
the Company attaining the adjusted EPS from continuing operations Target for fiscal year 2009.
In order for a Plan Eligible Associate to earn any compensation under this adjusted EPS
component, the Company must attain a minimum Threshold adjusted EPS amount from continuing
operations as represented in the scale below. The adjusted EPS component will not be earned
if 2009 adjusted EPS from continuing operations is less than the Threshold. If the adjusted
EPS Threshold is reached, the component payout will be precisely interpolated between Goal
Levels as reflected in the chart below:





	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Spherion Adjusted Earnings Per Share	 
	 	(80% of Variable Pay Opportunity)	 
	 	 	 	 	Adj. EPS from continuing	 	 	 	 
	 	Goal Level	 	 	operations	 	 	% of EPS Component Awarded	 
	 	Success

	 	 	*
	 	 	 	200	%	 
	 	Achievement

	 	 	*
	 	 	 	150	%	 
	 	Target

	 	 	*
	 	 	 	100	%	 
	 	Below Target

	 	 	*
	 	 	 	50	%	 
	 	Threshold

	 	 	*
	 	 	 	10	%	 
	 	Below Threshold

	 	 	*
	 	 	 	0	%	 
	 






	 	 	The adjusted EPS goal levels are set at the beginning of the year, but are subject to change at
the sole discretion of the Company. Any change to the adjusted EPS goal levels will be
communicated to the Plan Eligible Associates.
	 
	 	 	Payout of this component will be capped at 200% of the adjusted EPS Component Awarded; provided
however, in the event that Company adjusted EPS exceeds a 200% payout, the Compensation
Committee, in its sole discretion, upon recommendation by the CEO may create and distribute a
pool of additional payout dollars as it deems appropriate.
	 
	*	 	Confidential terms omitted and provided separately to the Securities and Exchange Commission.





					
	 	 	 	 	 
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	2.	 	Individual & Operational Goal Measurement. 20% of the Variable Pay Opportunity is based on
the attainment of one or more categories of the Individual and Operational Goals.
	 
	 	 	The three main categories of Individual and Operational goals are as follows:






	 	•	 	*
	 
	 	•	 	*
	 
	 	•	 	*






	 	 	Individual goals and performance measures are assigned to each operational goal. If the
assigned category goal is reached, the component payout will be precisely interpolated between
Goal Levels as reflected in the chart below:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Operational Goal Measurement	 	 	 	 
	 		 	 	 	 	 	 	 	 	 	 	 	Percentage of 	 
	 	Goal Level	 	 	*	 	 	*	 	 	*	 	 	Component	 
	 	Achievement

	 	 	*
	 	 	*
	 	 	*
	 	 	 	200	%	 
	 	Target

	 	 	*
	 	 	*
	 	 	*
	 	 	 	100	%	 
	 	Threshold

	 	 	*
	 	 	*
	 	 	*
	 	 	 	50	%	 
	 	Below Threshold

	 	 	*
	 	 	*
	 	 	*
	 	 	 	0	%	 
	 





Variable Pay Period/ Payment




The “Variable Pay Period” is the Plan Year. Compensation under this Plan is based on annual
results and is therefore earned on an annual basis. A Plan Eligible Associate must be employed by
Spherion through the last date of the Variable Pay Period to be eligible for or earn any
compensation under this Plan (see Termination of Employment section below). Any compensation
earned under this Plan will be paid within 45 business days after the close of the accounting year.



Termination of Employment




Eligibility to participate in or receive any compensation under this Plan ceases immediately upon
termination of employment with Spherion regardless of whether such termination of employment is due
to resignation, termination without cause, termination for cause, or otherwise.



A Plan Eligible Associate, whose employment with Spherion terminates prior to the end of the
Variable Pay Period, will not be eligible for or be considered to have earned compensation under
this Plan in whole or in part.



In addition, any Plan Eligible Associate who resigns his/her employment or who is terminated for
cause after the end of the Variable Pay Period but before Spherion pays the actual compensation
awarded under this Plan will not be considered to have met the eligibility requirements of the
Plan. The final eligibility requirement of the Plan is for the otherwise eligible associate to
remain employed with the Spherion between the end of the Variable Pay Period and the payout date
unless the otherwise Plan Eligible Associate is terminated by



* Confidential terms omitted and provided separately to the Securities and Exchange Commission.



					
	 	 	 	 	 
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Spherion
without cause. If the otherwise Plan Eligible Associate is terminated by Spherion without cause after the Variable Pay Period but before Spherion pays the compensation, the Plan
Eligible Associate will be considered to have met the necessary requirements for compensation under
this Plan.




The eligibility requirements described in this Plan are void to the extent that they conflict with
state or local law.



Bonus Cap




A Plan Eligible Associate may not earn more than 200% of the Plan Eligible Associate’s opportunity
for the Plan Year under this Plan.



Disputes




If there is a dispute related to this Plan, including, but not limited to, a dispute over
eligibility or award, it will be resolved by the Compensation Committee or its designee, whose
decision shall be final.



At-Will Employment




The only matter this Plan is intended to address is variable pay compensation. Nothing in this
Plan shall alter or be construed as to alter the at-will employment status of any Plan Eligible
Associate. The Plan Eligible Associate’s employment is at-will and may be terminated by either
party at any time, with or without cause.



Amendments, Exceptions or Termination of the Plan




The Compensation Committee or its designee will administer this Plan and have the power to
implement, operate, and interpret this Plan and to take such action as it deems equitable and
consistent with the purpose of this Plan in particular circumstances. No exception or modification
to this Plan will be valid unless it has been approved in writing by the Compensation Committee or
its designee.



The Company reserves the right to change, modify, alter, amend, or cancel this Plan at any time,
with or without notice and with or without consideration.



					
	 	 	 	 	 
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Acknowledgement




We hereby acknowledge receipt and agree with the foregoing variable pay plan for FY 2009 (the
“Plan”), which is in effect from December 29, 2008, through December 27, 2009. Except as otherwise
stated in the Plan, the Plan supersedes and replaces all other variable pay plans that previously
applied to your current position with Spherion.



We also understand that any exception or modification to the Plan must be approved in writing by
the Chief Human Resources Officer and/or his or her designee and the President of the Business
Group of Spherion Corporation.



					
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
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	 	©Copyright 2009, Spherion Corporation