**Exhibit10.58**

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**RESTATED CHANGE IN CONTROLAGREEMENT***

**(as amended through March 9,2005)**

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

 

RECITALS

 

A.                                   The Board of Directors of the Company (the “Board”)considers it essential to the best interests of the Company and itsstockholders that its key management personnel be encouraged to remain with theCompany and its subsidiaries and to continue to devote full attention to theCompany’s business in the event that any third person expresses its intentionto complete a possible business combination with the Company, or in taking anyother action which could result in a “Change in Control” (as definedherein) of the Company.  In thisconnection, the Board recognizes that the possibility of a Change in Controland the uncertainty and questions which it may raise among management mayresult in the departure or distraction of key management personnel to thedetriment of the Company and its stockholders. The Board has determined that appropriate steps should be taken toreinforce and encourage the continued attention and dedication of key membersof the Company’s management to their assigned duties without distraction in theface of the potentially disturbing circumstances arising from the possibilityof a Change in Control of the Company.

 

B.                                     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.

 

C.                                     TheBoard believes the Executive has made and is expected to continue to makevaluable contributions to the productivity and profitability of the Company andits subsidiaries.  Should the Companyreceive a proposal from a third person concerning a possible businesscombination or any other action which could result in a Change in Control, inaddition to the Executive’s regular duties, the Executive may be called upon toassist in the assessment of such proposal, advise management and the Board asto whether such proposal would be in the best interests of the Company and itsstockholders, and to take such other actions as the Board might determine to benecessary or appropriate.

 

D.                                    Shouldthe Company receive any proposal from a third person concerning a possiblebusiness combination or any other action which could result in a change incontrol of the Company, the Board believes it imperative that the Company andthe Board be able to rely upon the Executive to continue in [her/his] position,and that the Company and the Board be able to receive and rely upon [her/his]advice, if so requested, as to the best interests of the Company and itsstockholders without concern that [she/he] might be distracted by the personaluncertainties and risks created by such a proposal, and to encourage Executive’sfull attention and dedication to the Company.

 

E.                                      TheCompany and the Executive are parties to that certain Change in

 

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Control Agreement dated[SEE ATTACHED SCHEDULE A] (the “Prior CIC Agreement”).

 

F.                                      TheCompany and the Executive desire to terminate the Prior CIC Agreement (and anypredecessor change in control agreements) and to enter into this Agreement,which supercedes the Prior CIC Agreement, upon the terms and subject to theconditions hereinafter set forth.**]**

 

TERMS ANDCONDITIONS

 

NOW, THEREFORE, to assure the Company and itssubsidiaries that it will have the continued, undivided attention, dedicationand services of the Executive and the availability of the Executive’s adviceand counsel notwithstanding the possibility, threat or occurrence of a Changein Control of the Company, and to induce the Executive to remain in the employof the Company and its subsidiaries, and for other good and valuableconsideration, the adequacy and sufficiency of which are hereby acknowledged,the Company and the Executive agree as follows.

 

1.                                       Change in Control.  (*Amended March 9, 2005*) For purposes of this Agreement,a “Change in Control” of the Company shall be deemed to have occurredupon any of the following events as such are defined in Section 409A ofthe Internal Revenue Code of 1986, as amended: (i) a change in theownership of the Company; (ii) a change in effective control of theCompany; or (iii) a change in the ownership of a substantial portion ofthe assets of the Company.”

 

2.                                       Adjustmentof Benefits upon Change in Control

 

(a)                                  TheCompany agrees that the Compensation Committee of the Board, or such othercommittee succeeding to such committee’s responsibilities with respect toexecutive compensation (collectively, the “Compensation Committee”) maymake such equitable adjustments to any performance targets contained in any awardsunder the Company’s current incentive compensation plans, or any additional orsuccessor plan in which the Executive is a participant (collectively, the “IncentivePlans”), as the Compensation Committee determines may be appropriate toeliminate any negative effects from any transactions relating to a Change inControl (such as costs or expenses associated with the transaction or anyrelated transaction, including, without limitation, any reorganizations,divestitures, recapitalizations or borrowings, or changes in targets ormeasures to reflect the disruption of the business, etc.), in order to preservereward opportunities and performance objectives.

 

(b)                                 Inthe case of a Change in Control, all restrictions and conditions applicable toany awards of restricted stock or the vesting of stock options or other awardsgranted to the Executive under the Company’s 2000 Stock Incentive Plan,Deferred Stock Plan, any similar, predecessor or successor plan, or otherwiseshall be deemed to have been satisfied as of the date the Change in Controloccurs, and this Agreement shall be deemed to amend any agreements evidencingsuch awards to reflect this provision.

 

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3.                                       TerminationFollowing Change in Control

 

(a)                                  TheExecutive’s employment may be terminated for any reason by the Companyfollowing a Change in Control of the Company. If the Executive’s employment is terminated by the Company for anyreason other than for the reasons set forth in subparagraphs (i), (ii), (iii), (iv) or(v) below within two years following a Change in Control, then theExecutive shall be entitled to the benefits set forth in this Agreement in lieuof any termination, separation, severance or similar benefits under theExecutive’s Employment Agreement, if any, or under the Company’s termination,separation, severance or similar plans or policies, if any.  If the Executive’s employment is terminatedfor any of the reasons set forth in subparagraphs (i), (ii), (iii), (iv) or(v) below, then the Executive shall not be entitled to any termination,separation, severance or similar benefits under this Agreement, and theExecutive shall be entitled to benefits under the Executive’s EmploymentAgreement, if any, or under the Company’s termination, separation, severance orsimilar plans or policies, if any, only in accordance with the terms of suchEmployment Agreement, or such plans or policies.

 

(i)                                     terminationby reason of the Executive’s death, provided the Executive has notpreviously given a “Notice of Termination” pursuant to Section 4;

 

(ii)                                  terminationby reason of the Executive’s “Disability,” provided the Executivehas not previously given a “Notice of Termination” pursuant to Section 4;

 

(iii)                               terminationby reason of “retirement” at or after age 65, provided theExecutive has not previously given “Notice of Termination” pursuant to Section 4;

 

(iv)                              terminationby the Company for “Cause;” or

 

(v)                                 voluntarytermination by the Executive (other than for “Good Reason” as providedin section 3(b) below).

 

For the purposes of thisAgreement, “Disability” shall be defined as the Executive’s inability byreason of illness or other physical or mental disability to perform theprincipal duties required by the position held by the Executive at theinception of such illness or disability for any consecutive 180-dayperiod.  A determination of disabilityshall be subject to the certification of a qualified medical doctor agreed toby the Company and the Executive or, in the Executive’s incapacity to designatea doctor, the Executive’s legal representative. If the Company and the Executive cannot agree on the designation of adoctor, each party shall nominate a qualified medical doctor and the twodoctors shall select a third doctor and the third doctor shall make thedetermination as to disability.

 

For purposes of thisAgreement, “retirement” shall mean the Company’s termination of theExecutive’s employment at or after the date on which the Executive attains age65.

 

For purposes of thisAgreement, “Cause” shall mean one or more of the following:

 

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(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 days followingwritten notice from the Board specifying such inattention or failure, andExecutive’s failure to cure or remedy such inattention or failure within such 30-dayperiod);

 

(III)                            engagingin activities or conduct injurious to the reputation of the Company or itsaffiliates including, without limitation, engaging in immoral acts which becomepublic information or repeatedly conveying to one person, or conveying to anassembled public group, negative information concerning the Company or itsaffiliates;

 

(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;

 

(VI)                            thematerial violation of any of the written Policies of the Company which are notinconsistent with this Agreement or applicable law (after 30 daysfollowing written notice from the Board specifying such failure, and theExecutive’s failure to cure or remedy such inattention or failure within such 30-dayperiod);

 

(VII)                        refusal toperform the Executive’s assigned duties and responsibilities or otherinsubordination (after 30 days following written notice from the Boardspecifying such refusal or insubordination, and the Executive’s failure to cureor remedy such refusal or insubordination within such 30-day period); or

 

(VIII)                    unsatisfactoryperformance of duties by the Executive as a result of alcohol or drug use bythe Executive.

 

(b)                                 TheExecutive may terminate [her/his] employment with the Company following aChange in Control of the Company for “Good Reason” by giving Notice ofTermination at any time within two years after the Change in Control.  Any failure by the Executive to give suchimmediate notice of termination for Good Reason shall not be deemed toconstitute a waiver or otherwise to affect adversely the rights of theExecutive hereunder, provided the Executive gives notice to receive suchbenefits prior to the expiration of such two year period.  If the Executive terminates [her/his]employment as provided in this Section 3(b), then the Executive shall beentitled to the benefits set forth in this Agreement in lieu of anytermination, separation, severance or similar benefits under the Executive’sEmployment Agreement, if any, or under the Company’s termination, separation,severance or similar plans or policies, if any.

 

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For purposes ofthis Agreement, “Good Reason” shall mean the occurrence of any one ormore of the following events:

 

(I)                                    Theassignment to the Executive of any duties inconsistent in any material adverserespect with [her/his] position, authority or responsibilities with the Companyand its subsidiaries immediately prior to the Change in Control, or any othermaterial adverse change in such position, including titles, authority, orresponsibilities, as compared with the Executive’s position immediately priorto the Change in Control;

 

(II)                                Areduction by the Company in the amount of the Executive’s base salary or annualor long term incentive compensation paid or payable as compared to that whichwas paid or made available to Executive immediately prior to the Change inControl; or the failure of the Company to increase Executive’s compensationeach year by an amount which is substantially the same, on a percentage basis,as the average annual percentage increase in the base salaries of otherexecutives of comparable status with the Company;

 

(III)                            Thefailure by the Company to continue to provide the Executive with substantiallysimilar perquisites or benefits the Executive in the aggregate enjoyed underthe Company’s benefit programs, such as any of the Company’s pension, savings,vacation, life insurance, medical, health and accident, or disability plans inwhich [she/he] was participating at the time of the Change in Control (or,alternatively, if such plans are amended, modified or discontinued,substantially similar equivalent benefits thereto, when considered in theaggregate), or the taking of any action by the Company which would directly orindirectly cause such benefits to be no longer substantially equivalent, whenconsidered in the aggregate, to the benefits in effect at the time of theChange in Control;

 

(IV)                            TheCompany’s requiring the Executive to be based at any office or location morethan 50 miles from that location at which [she/he] performed [her/his]services immediately prior to the Change in Control, except for a relocationconsented to in writing by the Executive, or travel reasonably required in theperformance of the Executive’s responsibilities to the extent substantiallyconsistent with the Executive’s business travel obligations prior to the Changein Control;

 

(V)                                Anyfailure of the Company to obtain the assumption of the obligation to performthis Agreement by any successor as contemplated in Section 11 herein; or

 

(VI)                            Anybreach by the Company of any of the material provisions of this Agreement orany failure by the Company to carry out any of its obligations hereunder, ineither case, for a period of thirty business days after receipt of writtennotice from the Executive and the failure by the Company to cure such breach orfailure during such thirty business day period.

 

4.                                       Noticeof Termination

 

Any termination ofthe Executive’s employment following a Change in Control, other than atermination as contemplated by Sections 3(a)(i) or 3(a)(iii) shall becommunicated by written “Notice of Termination” by the party affectingthe termination to

 

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the other partyhereto.  Any “Notice of Termination”shall set forth (a) the effective date of termination, which shall not beless than 15 or more than 30 days after the date the Notice of Terminationis delivered (the “Termination Date”); (b) the specific provisionin this Agreement relied upon; and (c) in reasonable detail the facts andcircumstances claimed to provide a basis for such termination and theentitlement, or lack of entitlement, to the benefits set forth in thisAgreement.  Notwithstanding the foregoing,if within fifteen (15) days after any Notice of Termination is given, theparty receiving such Notice of Termination notifies the other party that a goodfaith dispute exists concerning the termination, the actual Termination Dateshall be the date on which the dispute is finally determined in accordance withthe provisions of Section 18 hereof. In the case of any good faith dispute as to the Executive’s entitlementto benefits under this Agreement resulting from any termination by the Companyfor which the Company does not deliver a Notice of Termination, the actualTermination Date shall be the date on which the dispute is finally determinedin accordance with the provisions of Section 18 hereof.  Notwithstanding the pendency of any suchdispute referred to in the two preceding sentences, the Company shall continueto pay the Executive [her/his] full compensation then in effect and continuethe Executive as a participant in all compensation, benefits and perquisites inwhich [she/he] was then participating, until the dispute is finally resolved, providedthe Executive is willing to continue to provide full time services to theCompany and its subsidiaries in substantially the same position, if sorequested by the Company.  Amounts paidunder this Section 4 shall be in addition to all other amounts due underthis Agreement and shall not be offset against or reduce any other amounts dueunder this Agreement.  If a finaldetermination is made, pursuant to Section 18, that Good Reason did notexist in the case of a Notice of Termination by the Executive, the Executiveshall have the sole right to nullify and void [her/his] Notice of Terminationby delivering written notice of same to the Company within three (3) businessdays of the date of such final determination. If the parties do not dispute the Executive’s entitlement to benefitshereunder, the Termination Date shall be as set forth in the Notice ofTermination.

 

5.                                       TerminationBenefits

 

(a)                                  SeverancePayment.  Subject to the conditionsset forth in this Agreement, on the Termination Date the Company shall pay theExecutive (reduced by any applicable payroll or other taxes required to bewithheld) a lump sum severance payment, in cash, equal to two (2) timesthe sum of Executive’s annual salary for the current year plus [her/his] annualincentive award target for the current year (provided that if the Notice ofTermination is given prior to the determination of the Executive’s salary orannual incentive award target for the year in which the Termination Dateoccurs, the amounts shall be based on the annual salary for the prior year andthe greater of the annual incentive award target for the prior year or theactual incentive award earned by the Executive for the prior year).  The current year shall be (A) for thepurposes of determining annual salary, the year then generally used by theCompany for setting salaries for senior-level executives (currently April 1through the following March 31), and (B) for purposes of determiningannual incentive award target, the fiscal year then generally used by theCompany for setting annual incentive award targets for senior-level executives,in which the Termination Date occurs, and the prior year shall be thetwelve-month period immediately preceding the current year;

 

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(b)                                 Expenses.  Reimbursement for expenses incurred by theExecutive in accordance with the Company’s policy but not reimbursed prior tothe date of such termination of employment;

 

(c)                                  Paymentof Deferred Compensation.  Anycompensation that has been earned by the Executive but is unpaid as of theTermination Date, including any compensation that has been earned but deferredpursuant to the Company’s Deferred Compensation Plan or otherwise, shall bepaid in full to the Executive on the Termination Date.

 

(d)                                 Key Employee Exception.  (*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.

 

6.                                       OtherBenefits

 

Subject to the conditionsset forth in this Agreement hereof, the following benefits (subject to anyapplicable payroll or other taxes required to be withheld) shall be paid orprovided to the Executive:

 

(a)                                  Health/WelfareBenefits

 

(i)                                     Duringthe twenty-four (24) months following the Termination Date (the “ContinuationPeriod”), the Company shall continue to keep in full force and effect allprograms of medical, dental, vision, accident, disability, life insurance,including optional term life insurance, and other similar health or welfareprograms with respect to the Executive and [her/his] dependents with the samelevel of coverage, upon the same terms and otherwise to the same extent as suchprograms shall have been in effect immediately prior to the Termination Date(or, if more favorable to the Executive, immediately prior to the Change inControl), and the Company and the Executive shall share the costs of thecontinuation of such insurance coverage in the same proportion as such costswere shared immediately prior to the Termination Date (or, if more favorable tothe Executive, immediately prior to the Change in Control) or, if the terms ofsuch programs do not permit continued participation by the Executive (or if theCompany otherwise determines it advisable to amend, modify or discontinue suchprograms for employees generally), the Company shall otherwise provide benefitssubstantially similar to and no less favorable to the Executive in terms ofcost or benefits (“Equivalent Benefits”) than [she/he] was entitled toreceive at the end of the period of coverage, for the duration of theContinuation Period.

 

(ii)                                  Allbenefits which the Company is required by this Section 6(a) toprovide, which will not be provided by the Company’s programs described herein,shall be

 

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provided through thepurchase of insurance unless the Executive is uninsurable.  If the Executive is uninsurable, the Companywill provide the benefits out of its general assets.

 

(iii)                               Ifthe Executive obtains other employment during the Continuation Period whichprovides health or welfare benefits of the type described in Section 6(a)(i) hereof(“Other Coverage”), then Executive shall notify the Company promptly ofsuch other employment and Other Coverage and the Company shall thereafter notprovide the Executive and [her/his] dependents the benefits described in Section 6(a)(i) hereofto the extent that such benefits are provided under the Other Coverage.  Under such circumstances, the Executive shallmake all claims first under the Other Coverage and then, only to the extent notpaid or reimbursed by the Other Coverage, under the plans and programsdescribed in Section 6(a)(i) hereof.

 

(b)                                 RetirementBenefits

 

(i)                                     Forpurposes of this Agreement, “Retirement” shall mean the Company’stermination of the Executive’s employment within two years following a Changein Control of the Company and at or after the date on which the Executiveattains age 65; provided, however, that any termination for Cause or dueto Death or Disability shall not constitute Retirement.

 

(ii)                                  Subjectto Section 6(b)(ii), the Executive shall be deemed to be completely vestedunder the Company’s 401(k) Plan, Deferred Compensation Plan or other similar orsuccessor plans which are in effect as of the date of the Change in Control(collectively, the “Plans”), regardless of the Executive’s actualvesting service credit thereunder.

 

(iii)                               Anypart of the foregoing retirement benefits which are otherwise required to bepaid by a tax-qualified Plan but which cannot be paid through such Plan byreason of the laws and regulations applicable to such Plan, shall be paid byone or more supplemental non-qualified Plans or by the Company.

 

(iv)                              Thepayments calculated hereunder which are not actually paid by a Plan shall bepaid thirty (30) days following the Date of Termination in a single lumpsum cash payment (of equivalent actuarial value to the payment calculatedhereunder using the same actuarial assumptions as are used in calculatingbenefits under the Plan but using the discount rate that would be used by theCompany on the Date of Termination to determine the actuarial present value ofprojected benefit obligations).

 

(c)                                  ExecutiveOutplacement Counseling.  During theContinuation Period, unless the Executive shall reach normal retirement ageduring the Continuation Period, the Executive may request in writing and theCompany shall at its expense engage within a reasonable time following suchwritten request an outplacement counseling service to assist the Executive inobtaining employment.

 

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7.                                       Paymentof Certain Costs

 

Exceptas otherwise provided in Section 18, if a dispute arises regarding atermination of the Executive or the interpretation or enforcement of thisAgreement, subsequent to a Change in Control, all of the reasonable legal feesand expenses incurred by the Executive and all Arbitration Costs (as hereafterdefined) in contesting any such termination or obtaining or enforcing all orpart of any right or benefit provided for in this Agreement or in otherwisepursuing all or part of [her/his] claim will be paid by the Company, unlessprohibited by law.  The Company furtheragrees to pay pre-judgment interest on any money judgment obtained by the Executivecalculated at the prime interest rate reported in The Wall Street Journalin effect from time to time from the date that payment to [her/his] should havebeen made under this Agreement.

 

8.                                       Thissection intentionally left blank.

 

9.                                       Mitigation

 

The Executive is notrequired to seek other employment or otherwise mitigate the amount of anypayments to be made by the Company pursuant to this Agreement, and employmentby the Executive will not reduce or otherwise affect any amounts or benefitsdue the Executive pursuant to this Agreement, except as otherwise provided in Section 6(a)(iii).

 

10.                                 ContinuingObligations Regarding Confidential Information

 

(a)                                  Acknowledgmentsby the Executive.  The Executivehereby recognizes and acknowledges the following:

 

(i)                                     Inconnection with the Business, the Company has expended a great deal of time,money and effort to develop and maintain the secrecy and confidentiality ofsubstantial proprietary trade secret information and other confidentialbusiness information which, if misused or disclosed, could be very harmful tothe Company’s business.

 

(ii)                                  TheExecutive desires to become entitled to receive the benefits contemplated bythis Agreement but which the Company would not make available to the Executivebut for the Executive’s signing and agreeing to abide by the terms of this Section 10.

 

(iii)                               TheExecutive’s position with the Company provides the Executive with access tocertain of the Company’s confidential and proprietary trade secret informationand other confidential business information.

 

(iv)                              TheCompany compensates its employees to, among other things, develop and preservebusiness information for the Company’s ownership and use.

 

(v)                                 Ifthe Executive were to leave the Company, the Company in all fairness would needcertain protection in order to ensure that the Executive does not appropriateand misuse any confidential information entrusted to the Executive during thecourse of the Executive’s employment with the Company.

 

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(b)                                 ConfidentialInformation

 

(i)                                     TheExecutive agrees to keep secret and confidential, and not to use or disclose toany third parties, except as directly required for the Executive to perform theExecutive’s employment responsibilities for the Company, or except as requiredby law, any of the Company’s confidential and proprietary trade secretinformation or other confidential business information concerning the Company’sbusiness acquired by the Executive during the course of, or in connection with,the Executive’s employment with the Company (and which was not known by the Executiveprior to the Executive’s being hired by the Company).  Confidential information means informationwhich would constitute material, nonpublic information under the SecuritiesExchange Act of 1934, as amended, and the rules and regulations promulgatedthereunder, regardless of whether the Executive’s use or disclosure of suchinformation is in connection with or related to a securities transaction.

 

(ii)                                  TheExecutive acknowledges that any and all notes, records, reports, writteninformation or documents of any kind, computer files and diskettes and otherdocuments obtained by or provided to the Executive, or otherwise made, producedor compiled during the course of the Executive’s employment with the Company,regardless of the type of medium in which it is preserved, are the sole andexclusive property of the Company and shall be surrendered to the Company uponthe Executive’s termination of employment and on demand at any time by theCompany.

 

(c)                                  AcknowledgmentRegarding Restrictions.  TheExecutive recognizes and agrees that the provisions of this Section 10 arereasonable and enforceable because, among other things, (i) the Executiveis receiving compensation under this Agreement and (ii)  this Section 10therefore does not impose any undue hardship on the Executive.  The Executive further recognizes and agreesthat the provisions of this Section 10 are reasonable and enforceable inview of the Company’s legitimate interests in protecting its confidentialinformation.

 

(d)                                 Breach.  In the event of a breach of Section 10(b),the Company’s sole remedy shall be the discontinuation of the payment,allocation, accrual or provision of any amounts or benefits as provided inSections 5 or 6.  The Executiverecognizes and agrees, however, that it is the intent of the parties thatneither this Agreement nor any of its provisions shall be construed toadversely affect any rights or remedies that Company would have had, including,without limitation, the amount of any damages for which it could have soughtrecovery, had this Agreement not been entered into.  Accordingly, the parties hereby agree thatnothing stated in this Section 10 shall limit or otherwise affect theCompany’s right to seek legal or equitable remedies it may otherwise have, orthe amount of damages for which it may seek recovery, in connection withmatters covered by this Section 10 but which are not based on breach orviolation of this Section 10 (including, without limitation, claims basedon the breach of fiduciary or other duties of the Executive or any obligationsof the Executive arising under any other contracts, agreements orunderstandings).  Without limiting thegenerality of the foregoing, nothing in this Section 10 or any otherprovision of this Agreement shall limit or otherwise affect the Company’s rightto seek legal or equitable remedies it may otherwise have, or the amount ofdamages for which it may seek recovery, resulting from or arising out ofstatutory or common law or any

 

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Company policies relatingto fiduciary duties, confidential information or trade secrets.  Further, the Executive acknowledges andagrees that the fact that Section 10(c) is limited to theContinuation Period, and that the sole remedy of the Company hereunder is thediscontinuation of benefits, shall not reduce or otherwise alter any othercontractual or other legal obligations of the Executive during any period orcircumstance, and shall not be construed as establishing a maximum limit ondamages for which the Company may seek recovery.

 

11.                                 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 upon 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 [her/his] 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.

 

12.                                 Notices

 

For the purposes of thisAgreement, notices and all other communications provided for herein shall be inwriting and shall be deemed to have been duly given (i) on the date ofdelivery if delivered by hand, (ii) on the date of transmission, ifdelivered 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:

 

 

 

 

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If to the Company:

 

Spherion Corporation

2050 Spectrum Boulevard

Fort Lauderdale, Florida33309

Attention:  General Counsel

 

or to such other address as either party may have furnished to the otherin writing in accordance herewith, except that notices of change of addressshall be effective only upon receipt.

 

13.                                 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.

 

14.                                 Miscellaneous

 

No provisions of thisAgreement 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.  Section headingscontained herein are for convenience of reference only and shall not affect theinterpretation of this Agreement.

 

15.                                 Counterparts

 

This Agreement may beexecuted 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.

 

16.                                 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 obligations hereunder,except as provided in Section 11. Without limiting the foregoing, the Executive’s right to receivepayments hereunder shall not be assignable or transferable, whether by pledge,creation of a security interest or otherwise, other than a transfer by his willor trust or by the laws of descent or distribution, and in the event of anyattempted assignment or transfer contrary to this paragraph the Company shallhave no liability to pay any amount so attempted to be assigned or transferred.

 

17.                                 Termof Agreement

 

The term of thisAgreement (the “Term”) shall commence on the date hereof and shallcontinue in effect for a period of three (3) years, unless furtherextended or sooner terminated as hereinafter provided.  At the end of this three year period and onthe first day of each one-year anniversary thereafter, the Term shallautomatically be extended for one additional year unless either party shallhave given notice to the other party, at least six months prior to suchanniversary that it does not wish to extend the Term.  However, if a Change in Control of theCompany shall

 

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have occurred during theoriginal or any extended term of this Agreement, this Agreement shall continuein effect for a period of twenty-four (24) months beyond the month inwhich such Change in Control occurred; and, providedfurther,that if the Company shall become obligated to make any payments or provide anybenefits pursuant to Section 5 or 6 hereof, this Agreement shall continuefor the period necessary to make such payments or provide such benefits.

 

18.                                 Resolutionof Disputes

 

(a)                                  Theparties hereby agree to submit any claim, demand, dispute, charge or cause ofaction (in any such case, a “Claim”) arising out of, in connection with,or relating to this Change in Control Agreement to binding arbitration inconformance with the J*A*M*S/ENDISPUTE Streamlined Arbitration Rules andProcedures or the J*A*M*S/ ENDISPUTE Comprehensive Arbitration Rules andProcedures, as applicable, 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 13 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.

 

19.                                 Releaseand Conditions

 

Any and all payments and benefitsprovided by the Company to the Executive under this Agreement shall beconditioned on the following: (i) Executive’s continued compliance withthe confidentiality provisions contained herein; (ii) the Executive’sexecution of a full release and settlement of any and all claims against theCompany; and (iii) the Executive’s execution of a non-disparagementagreement and continued compliance therewith.

 

20.                                 NoSetoff

 

The Company shall have noright of setoff or counterclaim in respect of any claim, debt or obligationagainst any payment provided for in this Agreement.

 

21.                                 Non-Exclusivityof Rights

 

Nothing in this Agreementshall prevent or limit the Executive’s continuing or future participation inany benefit, bonus, incentive or other plan or program provided by the Companyor any of its subsidiaries or successors and for which the Executive mayqualify, nor shall anything herein limit or reduce such rights as the Executivemay have under any other agreements with the Company or any of its subsidiariesor successors, except to the extent payments are made

 

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pursuant to Section 5,they shall be in lieu of any termination, separation, severance or similarpayments pursuant to the Executive’s Employment Agreement, if any, and theCompany’s then existing termination, separation, severance or similar plans orpolicies, if any.  Amounts which arevested benefits or which the Executive is otherwise entitled to receive under anyplan or program of the Company or any of its subsidiaries shall be payable inaccordance with such plan or program, except as explicitly modified by thisAgreement.

 

22.                                 NoGuaranteed Employment

 

The Executive and theCompany acknowledge that this Agreement shall not confer upon the Executive anyright to continued employment and shall not interfere with the right of theCompany to terminate the employment of the Executive at any time.

 

23.                                 Invalidityof Provisions

 

In the event that anyprovision of this Agreement is adjudicated to be invalid or unenforceable underapplicable 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, including, without limitation,Section 10 hereof, is adjudicated to be invalid or unenforceable becauseit is overbroad, that provision shall not be void but rather shall be limitedto the extent required by applicable law and enforced as so limited.  The parties expressly acknowledge and agreethat this Section 23 is reasonable in view of the parties’ respectiveinterests.

 

24.                                 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.

 

25.                                 EmploymentAgreement.

 

If the Executive has anEmployment Agreement with the Company, and if circumstances arise which causeboth the Employment 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 Employment Agreement, the terms of this Agreementalone shall apply.  However, if thisAgreement does not apply, then the provisions of the Employment Agreement shallcontrol and be unaffected by this Agreement.

 

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26.                                 UnfundedPlan.

 

The Company’s obligationsunder this Agreement shall be entirely unfunded until payments are madehereunder from the general assets of the Company, and no provision shall bemade to segregate assets of the Company for payments to be made under thisAgreement.  The Executive shall have nointerest in any particular assets of the Company but rather shall have only therights of a general unsecured creditor of the Company.

 

**PLEASENOTE: BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS HEREBYCERTIFYING THAT THE EXECUTIVE (A) HAS RECEIVED A COPY OF THIS AGREEMENTFOR REVIEW AND STUDY BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENTCAREFULLY BEFORE SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORESIGNING 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 18****CONTAINS ABINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.**

 

[signatures appearon the following page]

 

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IN WITNESS WHEREOF, the parties have caused thisChange in Control Agreement to be executed and delivered as of the day and yearfirst above set forth.

 

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

 

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*This document is acompilation of the original change in control agreement as well as amendmentsthereto.  It is being presented in thisformat in order to assist the reader.

 

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SCHEDULE A

 

 
| **Executive’s Name** | ** ** | **Date of  Executive’s  Change in  Control  Agreement**   | ** ** | **Executive’s  Position**                           | ** ** | **Date of  Executive’s  Prior Change In  Control** | ** ** |
|---------------------------|------------|----------------------------------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------|------------|
| William J. Grubbs         |       | February 21, 2006                                         |       | Chief Marketing and Corporate Development Officer        |       | Not applicable                                          |       |
| William G. Halnon         |       | March 9, 2005                                             |       | Senior Vice President and Chief Information Officer      |       | Not applicable                                          |       |
| Lisa G. Iglesias          |       | November 30, 2003, as amended through  March 9, 2005 |       | Senior Vice President, General Counsel and Secretary     |       | May 7, 2001, as amended through May 21,  2002 |       |
| Richard A. Lamond         |       | November 30, 2003, as amended through  March 9, 2005 |       | Senior Vice President and Chief Human Resources  Officer |       | Not applicable                                          |       |
| Byrne K. Mulrooney        |       | November 30, 2003, as amended through  March 9, 2005 |       | President, Staffing Services                             |       | Not applicable                                          |       |
| Mark W. Smith             |       | November 30, 2003, as amended through  March 9, 2005 |       | Senior Vice President and Chief Financial Officer        |       | May 7, 2001, as amended through May 21,  2002 |       |

 

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