**Exhibit 10.57**

** **

**RESTATEDEMPLOYMENT AGREEMENT***

**(as amendedthrough March 9, 2005)**

** **

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

 

RECITALS

 

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

 

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

 

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

 

D.                                    TheCompany desires to continue to employ the Executive and to enter into this newagreement embodying the terms of such employment which supercedes the PriorEmployment Agreement.

 

E.                                      TheExecutive desires to continue the Executive’s employment and to enter into anew agreement embodying the terms of such employment.

 

AGREEMENTS

 

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

 

1.                                       Employment.

 

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

 

2.                                       Term.

 

The Term of Employmentunder this Agreement shall commence as of the date of this Agreement and shallcontinue at the will of the Company and the Executive (the “Term of

 

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

 

3.                                       BaseSalary.

 

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

 

4.                                       IncentiveAwards.

 

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

 

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

 

5.                                       Benefits,Fringes and Perquisites.

 

The Executive shall beentitled to participate in all employee pension and welfare benefit, fringebenefit and perquisite plans and programs made available to the Company’ssenior-level executives as in effect from time to time.

 

6.                                       Vacation.

 

The Executive shall beentitled to vacation in accordance with the Company’s vacation policyapplicable to its senior-level executives. Vacations shall be arranged in order that they not materially interferewith the normal functioning of the Company’s business activities or theperformance of the Executive’s duties hereunder.

 

7.                                       BusinessExpenses.

 

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

 

8.                                       Terminationof Employment.

 

a)                                      Deathor Disability.  The Executive’semployment shall terminate upon the Executive’s Death, and Company mayterminate the Executive’s employment due to Disability

 

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

 

i)                                         Executive’sbase salary through the date of such termination of employment (the “TerminationDate”) at the rate in effect at the time thereof;

 

ii)                                      anamount, payable at the same time that annual incentive awards for the year inwhich the Executive’s employment so terminates are paid to senior-levelexecutives of the Company, equal to the product of the Executive’s annualincentive award target for such year and a fraction, the numerator of which isthe number of days in such year through the date of such termination ofemployment, and the denominator of which is 365; provided, however, that nosuch amount shall be paid to the Executive (or to Executive’s estate or legalrepresentative, as the case may be) if annual incentive awards for such yearare not paid to senior-level executives of the Company generally;

 

iii)                                   reimbursementfor expenses incurred by the Executive in accordance with the Company’s policybut not reimbursed prior to the date of such termination of employment;

 

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

 

v)                                     anyother compensation or benefits that may be owed or provided to the Executive inaccordance with the terms and conditions of any applicable plans and programsof the Company.

 

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

 

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

 

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i)                                         Executive’sbase salary through the date of such termination of employment at the rate ineffect at the time thereof;

 

ii)                                      reimbursementfor expenses incurred by the Executive in accordance with the Company’s policybut not reimbursed prior to the date of such termination of employment;

 

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

 

iv)                                  anyother compensation or benefits that may be owed or provided to the Executive inaccordance with the terms and conditions of any applicable plans and programsof the Company.

 

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

 

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

 

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

 

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

 

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

 

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

 

(V)                                commissionby the Executive of an act which constitutes a misdemeanor (involving an act ofmoral turpitude) or a felony;

 

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(VI)                            thematerial 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 failurewithin such 30-day period);

 

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

 

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

 

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

 

i)                                         (*Amended March 9, 2005*) If the termination of Executive’semployment without Cause occurs prior to January 1, 2006, a cash severancepayment (reduced by any applicable payroll or other taxes required to bewithheld) equal to one and one-half (1.5) times the sum of the Executive’sannual salary for the current year plus [her/his] annual incentive award targetfor the current year.  If the terminationof Executive’s employment without Cause occurs on or after January 1,2006, a cash severance payment (reduced by any applicable payroll or othertaxes required to be withheld) equal to the sum of the Executive’s annualsalary for the current year plus the Prorated Bonus Payment (as definedhereafter).  The Prorated Bonus Paymentshall equal the product of (x) the Executive’s annual incentive award targetfor the current year and (y) a fraction, the numerator of which is the numberof days in such year through the date of such termination of employment, andthe denominator of which is 365.  In either case, the severance payment shallbe payable in a lump sum amount beginning within thirty (30) days of the dateof the Board’s written notice of termination without Cause.  If the notice of termination is givenprior to the determination of the Executive’s salary or annual incentive awardtarget for the year in which the notice of termination is given, then theamounts shall be based on the annual salary for the prior year and the greaterof the annual incentive award target for the prior year or the actual annualincentive award earned by the Executive for the prior year.  The current year shall be (A) forpurposes of determining the Executive’s annual salary, the year then generallyused by the Company for setting salaries for senior-level executives (currentlyApril 1 through the following March 31), and (B) for purposes ofdetermining annual incentive award targets, the fiscal year then generally usedby the Company for setting annual incentive award targets for senior-levelexecutives, in which the Board gives the Executive written notice oftermination, and the prior year shall be the twelve-month period immediatelypreceding the current year;

 

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ii)                                      Reimbursementfor expenses incurred by the Executive in accordance with the Company’s policybut not reimbursed prior to the date of such termination of employment;

 

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

 

iv)                                  Anyother compensation or benefits that may be owed or provided to the Executive inaccordance with the terms and conditions of any applicable plans and programsof the Company; and

 

v)                                     Forgrants made to Executive prior to September 1, 2003, the immediate andfull satisfaction of any vesting or service requirements with respect to anyemployee stock options, restricted stock and deferred stock units (and other stockawards) previously granted to the Executive and then outstanding; **[provided, however, that Executive has not previously agreed in writingto exclude any such grants from the vesting provisions of this Agreement.]–[NOTE: THIS IS NEEDED FOR CERTAIN EXECUTIVES WHO HAVE PERFORMANCE-BASED GRANTSALREADY EXCEPTED OUT OF THE VESTING PROVISIONS]**  Employee stock options, restricted stock anddeferred stock units (and other stock awards) granted to the Executive on orafter September 1, 2003, **[as well as those grantswhich Executive has previously agreed in writing to exclude from the vestingprovisions of this Agreement,]** are governed by the terms of thegrant documents and will terminate in accordance therewith and are onlyexercisable to the extent provided therein.

 

(*Amended March 9, 2005*) The payment of the severance payment(calculated in Section 8.c.i.) as well as all other payments and benefitsprovided by the Company to the Executive under this Agreement shall beconditioned on the following: (i) Executive’s continued compliance withthe non-competition and confidentiality provisions provided herein; (ii) theExecutive’s execution of a full release and settlement of any and all claimsagainst the Company; and (iii) the Executive’s execution of a non-disparagementagreement and continued compliance therewith.

 

d)                                     VoluntaryTermination.  If, during the Term ofEmployment, the Executive terminates [her/his] employment other than due toRetirement, the Executive shall be entitled to receive:

 

i)                                         Executive’sbase salary through the date of such termination of employment at the rate ineffect at the time thereof;

 

ii)                                      reimbursementfor expenses incurred by the Executive in accordance with the Company’s policybut not reimbursed prior to the date of such termination of employment;

 

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

 

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iv)                                  noother compensation or benefits except as and to the extent required by law.

 

e)                                      Ineligibilityfor Severance Plan Payments. Anything in this Agreement to the contrary notwithstanding, Executiveshall not be entitled to any payment under any of the Company’s severanceplans, programs or arrangements.

 

f)                                        Payment of Deferred Compensation.  (*Added March 9, 2005*) Notwithstanding anything containedherein 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, asamended, and notwithstanding any contrary provision which exists in any of theCompany’s deferred compensation plans, any distribution of deferredcompensation to the Executive will be delayed for a period of 6 months afterthe Termination Date as required by Section 409A of the Internal RevenueCode of 1986, as amended.

 

9.                                       CompanyPolicies.

 

The Executive shallstrictly follow and adhere to all written policies of the Company which are notinconsistent with this Agreement or applicable law including, withoutlimitation, securities laws compliance (including, without limitation, use ordisclosure of material nonpublic information, restrictions on purchases andsales of Company stock, and reporting requirements), conflicts of interest(including, without limitation, doing business with the Company or itsaffiliates without the prior approval of the Board), and employee harassment.

 

10.                                 Confidentiality.

 

The Executive will not atany 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 orpurpose of any other person, firm, partnership, joint venture, association,corporation or other business organization, entity or enterprise, any tradesecrets, information, data, or other confidential information relating tocustomers, employees, job applicants, services, development programs, prices,costs, marketing, trading, investment, sales activities, promotion, processes,systems, credit and financial data, financing methods, plans, proprietarycomputer software, request for proposal documents, or the business and affairsof the Company generally, or of any affiliate of the Company; provided,however, that the foregoing shall not apply to information which is generallyknown to the industry or the public other than as a result of the Executive’sbreach of this covenant.  The Executiveagrees that upon termination of [her/his] employment with the Company for anyreason, [she/he] will return to the Company immediately all memoranda, books,papers, plans, information, letters and other data, and all copies thereof ortherefrom (whether in written, printed or electronic form), in any way relatingto the business of the Company and its affiliates.

 

The Executive acknowledges and agrees that the Company’s remedies atlaw for a breach or threatened breach of any of the provisions of this Section wouldbe inadequate and, in recognition of this fact, the Executive agrees that, inthe event of such a breach or threatened breach, in addition to any remedies atlaw, the Company, without posting any bond, shall be entitled to obtainequitable relief in the form of specific performance, a temporary restraining

 

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order, a temporary or permanent injunction or anyother equitable remedy which may then be available.

 

11.                                 CovenantNot to Compete.

 

a)                                      InGeneral.  The Executive agrees thatduring Executive’s employment with the Company and for a period of one (1) yearafter the termination of such employment for whatever reason (the “Non-CompetePeriod”), [she/he] shall not, anywhere in the United States:

 

i)                                         actas an employee, director, consultant, partner, principal, agent,representative, owner or stockholder (other than as a stockholder of less thana one percent (1%) equity interest) for (1) any public company thatderives any revenue from any business line in which the Company derives $25million or more in annualized revenues as of the Termination Date or from theprincipal business line in which the Executive was directly involvedimmediately prior to the Termination Date (collectively, the “Business Lines”)or (2) any private company that derives $25 million or more in annualizedrevenues from any combination of one or more of the Business Lines;

 

ii)                                      solicitbusiness from, or perform services for, or induce others to perform servicesfor, any company or other business entity which at any time during the one (1) yearperiod immediately preceding the Termination Date was a client of the Companyor 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 orits affiliates or for whom the Company or its affiliates performed outplacementservices, in either case at any time during the one (1) year periodimmediately preceding the Termination Date.

 

iv)                                  Forpurposes 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 covenantnot to compete, the sufficiency of which is hereby acknowledged, is the Company’sagreement to employ the Executive and provide compensation and benefitspursuant to this Agreement.

 

c)                                      EquitableRelief and Other Remedies.  TheExecutive acknowledges and agrees that the Company’s remedies at law for abreach or threatened breach of any of the provisions of this Section wouldbe inadequate and, in recognition of this fact, the Executive agrees that, inthe event of such a breach or threatened breach, in addition to any remedies atlaw, the Company, without posting any bond, shall be entitled to obtainequitable relief in the form of specific performance, temporary restrainingorder, a temporary or permanent injunction or any other equitable remedy whichmay then be available.

 

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d)                                     Reformation.  If the foregoing covenant not to competewould otherwise be determined invalid or unenforceable by a court of competentjurisdiction, such court shall exercise its discretion in reforming theprovisions of this Section to the end that the Executive be subject to acovenant not to compete, reasonable under the circumstances, enforceable by theCompany.

 

12.                                 CompanyPolicies, Plans and Programs.

 

Whenever any rights underthis Agreement depend on the terms of a policy, plan or program established ormaintained by the Company, any determination of these rights shall be made onthe basis of the policy, plan or program in effect at the time as of which thedetermination is made.  No reference inthis Agreement to any policy, plan or program established or maintained by theCompany shall preclude the Company from prospectively or retroactively changingor amending or terminating that policy, plan or program or adopting a newpolicy, plan or program in lieu of the then-existing policy, plan or program.

 

13.                                 BindingAgreement; Successors.

 

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

 

b)                                     ThisAgreement shall be binding up and shall inure to the benefit of the Executiveand the Executive’s personal or legal representatives, executors,administrators, successors, heirs, distributees, beneficiaries, devises andlegatees.  If the Executive should diewhile any amounts are payable to [him/her] hereunder, all such amounts, unlessotherwise provided herein, shall be paid in accordance with the terms of thisAgreement to the Executive’s devisee, legatee, beneficiary or other designeeor, if there be no such designee, to the Executive’s estate.

 

14.                                 ChangeIn Control Agreements.

 

Simultaneously with theexecution and delivery of this Agreement, the Company and the Executive haveexecuted and delivered a Change In Control Agreement (“C-I-C Agreement”),which applies under the circumstances and during the period describedtherein.  If circumstances arise whichcause both the C-I-C Agreement and this Agreement to apply to the Company andthe Executive, then, to the extent of any inconsistency between the provisionsof this Agreement and the C-I-C Agreement, the terms of the C-I-C Agreementalone shall apply.  However, if the C-I-CAgreement does not apply (as, for example, if there is no Change in Control asdescribed therein, or the C-I-C Agreement has expired, or the C-I-C Agreementsimply does not apply), then the provisions of this Agreement shall control andbe unaffected by the C-I-C Agreement.

 

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15.                                 Notices.

 

For the purposesof this Agreement, notices and all other communications provided for hereinshall be in writing and shall be deemed to have been duly given (i) on thedate of delivery if delivered by hand, (ii) on the date of transmission,if delivered by confirmed facsimile, (iii) on the first business dayfollowing the date of deposit if delivered by guaranteed overnight deliveryservice, or (iv) on the third business day following the date delivered ormailed 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 addressas either party may have furnished to the other in writing in accordanceherewith, except that notices of change of address shall be effective only uponreceipt.

 

16.                                 GoverningLaw.

 

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

 

17.                                 EntireAgreement; Amendment.

 

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

 

18.                                 Counterparts.

 

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

 

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19.                                 Non-Assignability.

 

This Agreement ispersonal in nature and neither of the parties hereto shall, without the consentof the other, assign, or transfer this Agreement or any rights or obligationshereunder, except as provided in Section 13.  Without limiting the foregoing, the Executive’sright to receive payments hereunder shall not be assignable or transferable,whether by pledge, creation of a security interest or otherwise, other than atransfer 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 thisparagraph the Company shall have no liability to pay any amount so attempted tobe assigned or transferred.

 

20.                                 Resolutionof Disputes.

 

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

 

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

 

21.                                 NoSetoff.

 

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

 

22.                                 Non-Exclusivityof Rights.

 

Nothing in thisAgreement shall prevent or limit the Executive’s continuing or futureparticipation in any benefit, bonus, incentive or other plan or programprovided by the Company or any of its subsidiaries or successors and for whichthe Executive may qualify, nor shall anything herein limit or reduce suchrights as the Executive may have under any other agreements with the Company orany of its subsidiaries or successors. Amounts which are vested benefits or which the Executive is otherwiseentitled to receive under any plan or program of the Company or any of itssubsidiaries shall be payable in accordance with such plan or program, exceptas explicitly modified by this Agreement.

 

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23.                                 Withholding.

 

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

 

24.                                 Invalidityof Provisions.

 

In the event thatany provision of this Agreement is adjudicated to be invalid or unenforceableunder applicable law in any jurisdiction, the validity or enforceability of theremaining provisions thereof shall be unaffected as to such jurisdiction andsuch adjudication shall not affect the validity or enforceability of suchprovision in any other jurisdiction.  Tothe extent that any provision of this Agreement is adjudicated to be invalid orunenforceable because it is overbroad, that provision shall not be void butrather shall be limited to the extent required by applicable law and enforcedas so limited.  The parties expresslyacknowledge and agree that Sections 11 and 24 are reasonable in view ofthe parties’ respective interests.

 

25.                                 Non-Waiverof Rights.

 

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

 

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

 

**THISAGREEMENT IN SECTION 20****CONTAINS ABINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.**

 

[signatures appear on the following page]

 

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

 
|   | **SPHERION  CORPORATION** |
|--------|---------------------------|
|   |                      |   |
|   |                      |   |
|   | By:                       |   |   |
|   |                      |   |   |
|   | Name:                     |   |   |
|   |                      |   |   |
|   | Title:                    |   |   |
|        |                           |  |  |  |  |

** **

** **
|   | **EXECUTIVE** |
|--------|---------------|
|   |          |   |
|   |          |   |
|   | By:           |   |   |
|   |          |   |   |
|   | Name:         |   |   |
|        |               |  |  |  |

 

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

 

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SCHEDULE A

 

 
| **Executive’s  Name** | ** ** | **Date of  Executive’s  Employment  Agreement**           | ** ** | **Executive’s  Position**                        | ** ** | **Executive  Reports to:**             | ** ** | **Date of  Executive’s Prior  Employment  Agreement** | ** ** |
|----------------------------|------------|----------------------------------------------------------------|------------|-------------------------------------------------------|------------|----------------------------------------|------------|------------------------------------------------------------|------------|
| Lisa  G. Iglesias          |       | November 30,  2003, as amended through March 9, 2005 |       | Senior  Vice President, General Counsel and Secretary |       | President  and Chief Executive Officer |       | May 7,  2001, as amended through May 21, 2002    |       |
| Mark  W. Smith             |       | November 30,  2003, as amended through March 9, 2005 |       | Senior  Vice President and Chief Financial Officer    |       | President  and Chief Executive Officer |       | May 7,  2001, as amended through May 21, 2002    |       |

 

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