**Exhibit 10.68**

 

**SPHERION CORPORATION**

**DEFERRED STOCK AGREEMENT**

 

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

 

**WITNESSETH:**

 

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

 

**WHEREAS**, theCommittee has granted to Recipient an award of deferred stock under the termsof 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 theinterests of the Company and Recipient, the parties hereto have set forth theterms of such award in writing in the Agreement;

 

**NOW, THEREFORE**,for and in consideration of the mutual promises herein contained, and for othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:

 

1.             **Stock Award**.

 

(a)                                  **General**. Subject to therestrictions and other conditions set forth herein, the Company hereby grantsto Recipient an award of                shares of the Common Stock $.01 par value, of the Company. Such shares arehereinafter referred to as the “Deferred Shares.”

 

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

 

2.             **Vesting Restrictions**.

 

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

 

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

 

If Recipient is no longer employed by the Company orany of its subsidiaries for any reason, any Deferred Shares that are not thenvested under Section 2 shall be immediately forfeited, and Recipient shall haveno 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 shallhave no rights in such Deferred Shares.

 

4.             **Delivery of DeferredShares**.

 

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

 

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(b)                                 DeferredDelivery. Recipient may elect to defer the receipt of Deferred Sharesbeyond 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 suchprocedures as are established by the Committee, but in no event shall such anelection be made after the beginning of the calendar year in which suchDeferred Shares become vested.

 

5.             **Agreement of Recipient**.

 

Recipient acknowledges that certain restrictions understate or federal securities laws may apply with respect to the Deferred Sharesgranted to Recipient pursuant to the Award. Specifically, Recipientacknowledges that, to the extent Recipient is an “affiliate” of the Company (asthat term is defined by the Securities Act of 1933),the Deferred Shares granted to Recipient as a result of the Award are subjectto certain trading restrictions under applicable securities laws (includingparticularly the Securities and Exchange Commission’s Rule 144). Recipienthereby agrees to execute such documents and take such actions as the Companymay reasonably require with respect to state and federal securities laws andany restrictions on the resale of such shares which may pertain under suchlaws.

 

6.             **Withholding**.

 

Recipient shall pay an amount equal to the amount ofall applicable federal, state and local or foreign taxes which the Company isrequired to withhold at any time. Such payment may be made in cash, bywithholding from Recipients’ normal pay, or by delivery of shares of theCompany’s common stock (including shares issuable under this Agreement).

 

7.             **Plan Provisions**.

 

In addition to the terms and conditions set forthherein, the Award is subject to and governed by the terms and conditions setforth in the Plan, which is hereby incorporated by reference. Any terms usedherein with an initial capital letter shall have the same meaning as providedin the Plan, unless otherwise specified herein. In the event of any conflictbetween the provisions of the Agreement and the Plan, the Plan shall control.

 

8.             **Miscellaneous**.

 

(a)                                  **Limitation of Rights**. The grantingof the Award and the execution of the Agreement shall not give Recipient anyrights to similar grants in future years or any right to be retained in the employor service of the Company or any of its subsidiaries or to interfere in any waywith the right of the Company or any such Subsidiary to terminate Recipient’semployment or services at any time or the right of Recipient to terminateRecipient’s employment at any time.

 

(b)                                 **Shareholder Rights**. Recipient shallhave none of the rights of a shareholder with respect to the Deferred Sharesuntil such shares have been delivered and issued to Recipient pursuant toSection 4.

 

(c)                                  **Severability**. If any term, provision,covenant or restriction contained in the Agreement is held by a court or afederal regulatory agency of competent jurisdiction to be invalid, void orunenforceable, the remainder of the terms, provisions, covenants andrestrictions 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 isbeing made in Florida and shall be construed and enforced in accordance withthe laws of that state.

 

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(e)                                  **Construction**. The Agreementcontains the entire understanding between the parties and supersedes any priorunderstanding and agreements between them representing the subject matterhereof. There are no representations, agreements, arrangements or understandings,oral or written, between and among the parties hereto relating to the subjectmatter hereof which are not fully expressed herein.

 

 (f)                                 **Headings**. Section and otherheadings contained in the Agreement are for reference purposes only and are inno way intended to describe, interpret, define or limit the scope, extent orintent of the Agreement or any provision hereof.

 

**IN WITNESS WHEREOF**,the parties hereto have executed the Agreement as of day and year first setforth above.

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

 

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**Exhibit A**

 

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

 

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

 

•                  COMPONENT 1

 

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

 
| •     *       |   | •     *       |
|----------------------------------------|--------|----------------------------------------|
| •      * |   | •      * |
| •      * |   | •      * |
| •      * |   | •      * |
| •      * |   | •      * |
| •      * |   | •      * |
| •      * |   | •      * |
| •      * |   |                                   |

 

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

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

•                  If Spherion’s performance achievesThird 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 belowThird Quartile relative achievement levels within this peer group, none of theDeferred Shares apportioned to this component will vest.

 

•                  COMPONENT 2

 

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

 

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

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

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

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

 

•                  For this timeperiod, WACC shall equal *. The terms “earnings” and “return on capitalemployed” shall be as defined and calculated in the sole discretion of theCommittee.

 

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*  Confidentialportions omitted and filed separately with the Commission.

 

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