**Exhibit10.9**

**SPHERION CORPORATION****DEFERRED RESTRICTED STOCK UNIT AGREEMENT**

This DeferredRestricted Stock Unit Agreement (the “Agreement”) is entered into as ofthe            day of         , 200   ,by and between SPHERION CORPORATION (the “Company”) and                                                                              (“Recipient”).

**W I T N ES S E T H:**

**WHEREAS**,the Company has adopted the Spherion Corporation 2006 Stock Incentive Plan (the“Plan”) which is administered by a Committee appointed by the Company’sBoard of Directors; and

**WHEREAS**,the Board has granted to Recipient an award of deferred restricted stock unitsunder the terms of the Plan to encourage Recipient’s continued loyalty anddiligence (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 promisesherein contained, and for other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, the parties agree as follows:

1.             **StockAward**.

(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 are hereinafter referred to asthe “Deferred Restricted Stock Units.”

(b)           **Background.**  The Deferred Restricted Stock Units were awardedto Recipient on                           , 200  (the “Grant Date”).

2.             **VestingRestrictions**.

The DeferredRestricted Stock Units shall vest in accordance with the schedule set forthbelow, provided that (a) the Recipient remains employed by the Company or itssubsidiaries on such dates, and (b) the Company successfully and timelyachieves the objectives set forth on Exhibit “A” attached hereto, as determinedin the sole discretion of the Company’s Compensation Committee of its Board ofDirectors (the “Committee”).:

| Date                           | ** ** | **Percent of Shares Vested** | ** ** |
|--------------------------------|------------|---------------------------------------------|------------|
| ** **                     |       |                                        |       |
| **[grant  date plus 1 year]**  |       | 33  1/3%                                    |       |
| **[grant  date plus 2 years]** |       | 33  1/3%                                    |       |
| **[grant date plus 3 years]**  |       | 33 1/3%                                     |       |

 

3.             **ForfeitureUpon Termination of Employment or Failure to Meet Objectives**.

If Recipient is nolonger employed by the Company or any of its subsidiaries for any reason, anyDeferred Restricted Stock Units that are not then vested under Section 2 shallbe immediately forfeited, and Recipient shall have no rights in such DeferredRestricted Stock Units.  Any DeferredRestricted Stock Units that do not vest and are no longer subject to vestingdue to the objectives set forth on Exhibit “A” not being 100% met, shall expireand be

1

----

**Exhibit 10.9**

immediately forfeited on **[grant date plus 1 year]**, and Recipient shall have no rightsin such Deferred Restricted Stock Units.

4.             **Deliveryof Deferred Restricted Stock Units**.

(a)           General.  Except as provided in subsection (b) below,the Company shall instruct its transfer agent to issue a stock certificaterepresenting such vested Deferred Restricted Stock Units in the name ofRecipient (or issue shares in book form) within a reasonable time after any ofthe Deferred Restricted Stock Units become vested.

(b)           Deferred Delivery.  Recipient may elect to defer the receipt ofthe Deferred Restricted Stock Units beyond the vesting date.  Such election must be completed no laterthan the date of this Award by completing an election form whichhas been approved by the Committee.  In addition, such election must bemade in accordance with procedures established by the Committee.  The Recipient acknowledges that neitherthe Company nor the Committee makes any assurances as to the taxconsequences of such election nor that such election will not result in adversetax consequences under Section 409A of the Internal Revenue Code.

5.             **Agreementof Recipient**.

Recipient acknowledges that certain restrictions understate or federal securities laws may apply with respect to the DeferredRestricted Stock Units granted to Recipient pursuant to the Award.  Specifically, Recipient acknowledges that, tothe extent Recipient is an “affiliate” of the Company (as that term is definedby the Securities Act of 1933), the Deferred Restricted Stock Units granted toRecipient as a result of the Award are subject to certain trading restrictionsunder applicable securities laws (including particularly the Securities andExchange Commission’s Rule 144). Recipient hereby agrees to execute suchdocuments and take such actions as the Company may reasonably require withrespect to state and federal securities laws and any restrictions on the resaleof such shares which may pertain under such laws.

6.             **Withholding**.

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

7.             **PlanProvisions**.

In addition to theterms and conditions set forth herein, the Award is subject to and governed bythe terms and conditions set forth in the Plan, which is hereby incorporated byreference.  Any terms used herein with aninitial capital letter shall have the same meaning as provided in the Plan,unless otherwise specified herein.  Inthe event of any conflict between the provisions of the Agreement and the Plan,the Plan shall control.

8.             **Miscellaneous**.

(a)           **Limitationof 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 theemploy or service of the Company or any of its subsidiaries or to interfere inany way with the right of the Company or any such Subsidiary to terminateRecipient’s employment or services at any time as permitted by law or the rightof Recipient to terminate Recipient’s employment at any time.

(b)           **ShareholderRights**.  Recipient shallhave none of the rights of a shareholder with respect to the DeferredRestricted Stock Units until such shares have been delivered and issued toRecipient pursuant to Section 4.

2

----

**Exhibit 10.9**

(c)           **Severability**.  If any term, provision, covenant or restrictioncontained in the Agreement is held by a court or a federal regulatory agency ofcompetent jurisdiction to be invalid, void or unenforceable, the remainder ofthe terms, provisions, covenants and restrictions contained in the Agreementshall remain in full force and effect, and shall in no way be affected,impaired or invalidated.

(d)           **ControllingLaw**.  The Agreement isbeing made in Florida and shall be construed and enforced in accordance withthe laws of that state.

(e)           **Construction**.  The Agreement contains the entireunderstanding between the parties and supersedes any prior understanding andagreements between them representing the subject matter hereof.  There are no representations, agreements,arrangements or understandings, oral or written, between and among the partieshereto relating to the subject matter hereof which are not fully expressedherein.

(f)            **Headings**.  Section and other headings contained in theAgreement are for reference purposes only and are in no way intended todescribe, interpret, define or limit the scope, extent or intent of theAgreement or any provision hereof.

**INWITNESS WHEREOF**, the parties hereto have executed theAgreement as of day and year first set forth above.
|            |   | **SPHERION CORPORATION** |
|------------|--------|--------------------------|
| ** ** |   | ** **               |
| ** ** |   | ** **               |
|       |   | By:                      |   |
|       |   |                     |
|       |   | Print Name:              |   |
|       |   |                     |
|       |   | Title:                   |   |
|       |   |                     |
|       |   |                     |
| ** ** |   | **RECIPIENT**            |
|       |   |                     |
|       |   |                     |
|       |   | By:                      |   |
|       |   |                     |
|       |   | Print Name:              |   |
|            |        |                          |  |  |  |  |  |

 

3

----

**Exhibit10.9**

**Exhibit A**

The Committee reservesthe right, in its sole discretion, to determine if the objectives below havebeen met.  In addition the Committee maymake adjustments 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 other material changes or events.

The Company’s objectivesfor vesting the Deferred Restricted Stock Units pursuant to the terms of theAgreement is the achievement of the following goal at or above the minimumThreshold as described below:

**Company Earnings Per Share (EPS):**Vesting of the Deferred Restricted Stock Units is based on the Companyattaining EPS from continuing operations for fiscal year 2007.  In order for a Recipient to have DeferredRestricted Stock Units vest, the Company must attain a minimum Threshold EPS asset forth below.  No Deferred RestrictedStock Units will vest if 2007 EPS from continuing operations is less than theThreshold.  If the EPS Threshold isexceeded, the component payout will increase and be precisely interpolatedbetween Goal Levels as reflected in the chart below:
| Goal Level | ** ** | **EPS from continuing  operations** | ** ** | **% of Deferred Restricted Stock Units  subject to vesting in accordance with  schedule set forth in grant agreement** | ** ** |
|-----------------|------------|-----------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| Target          |       | *                                             |       | 100                                                                                                                                                                                               | %          |
| Threshold       |       | *                                             |       | 50                                                                                                                                                                                                | %          |
| Below Threshold |       | *                                             |       | 0                                                                                                                                                                                                 | %          |

 

----

* Confidential portions omitted and filed separatelywith the Commission.

4

----