Amendment No. 1 to Employment Agreement, between Kforce Inc. and S. McMahan



 Exhibit 10.5 
 AMENDMENT TO EMPLOYMENT AGREEMENT 
 THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the
“Agreement”) is entered into as of December 24, 2008 between Kforce Inc., a Florida corporation (the “Employer” or the “Company”), and Steve McMahan (the “Executive”). 
 BACKGROUND 
 The Executive and the
Employer are parties to that certain Employment Agreement dated effective December 31, 2006 (the “Employment Agreement”). The Employment Agreement has been continually operated in compliance with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended, and the rules, regulations, and transitional guidance promulgated thereunder and with respect thereto (collectively, “Section 409A”). In order to ensure that the
Employment Agreement complies in form with Section 409A, the Executive and the Employer wish to amend the Employment Agreement in the manner herein provided. 
 Accordingly, in consideration of the foregoing, and of the respective agreements of the parties herein, the Employer and the Executive agree as follows: 
 TERMS 
 1. The following sentence is added to the Employment Agreement as the
last sentence in Section 5(c): 
 “Any such reimbursement for additional tax liabilities shall be paid no later than
the end of the calendar year following the calendar year in which the Executive or Executive’s Beneficiaries remit the related taxes.” 
 2. Section 5(e) of the Employment Agreement is amended in its entirety to read as follows: 
 “(e)
Definition of Disability. As used in this Agreement, the term “Disability” means the Executive meets one of the following requirements: 
 (i) The Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than twelve months; or 
 (ii) The Executive is, by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an
accident and health plan covering employees of the Employer.” 
 3. Section 5(g) of the Employment Agreement is deleted.








 4. Section 7(a) of the Employment Agreement is amended by the deletion of the clause “or such
later date as the Executive or such Beneficiaries may request in writing.” 
 5. The last sentence in Section 9(a) of the
Employment Agreement is amended in its entirety to read as follows: 
 “The Executive’s termination of employment will not
constitute a termination for Good Reason unless the Executive first provides written notice to the Employer of the existence of the Good Reason within ninety days following the effective date of the occurrence of the Good Reason, and the Good Reason
remains uncorrected by the Employer for more than thirty days following such written notice of the Good Reason from the Executive to the Employer, and the effective date of the Executive’s termination of employment is within one year following
the effective date of the occurrence of the Good Reason.” 
 6. The following sentence is added to the Employment Agreement as the last
sentence in Section 9(c)(ii): 
 “ The severance pay amount shall be paid to the Executive not later than thirty days after
Executive’s Date of Termination.” 
 7. Section 10(d)(ii) of the Employment Agreement is amended by the deletion of the
parenthetical clause “(or such later date as the Executive may elect).” 
 8. A new Section 29 is added to the Employment
Agreement, to read as follows: 
 “ 29. SECTION 409A. 
 With respect to the payments provided by this Agreement upon termination of the Executive’s employment (the “Cash Severance
Amount”), in the event the aggregate portion of the Cash Severance Amount payable during the first six months following the date of termination of the Executive’s employment would exceed an amount (the “Minimum Amount”) equal to
two times the lesser of (i) the Executive’s annualized compensation as in effect for the calendar year immediately preceding the calendar year during which the Executive’s termination of employment occurs, or (ii) the maximum
amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”) for the calendar year during which the Executive’s termination
of employment occurs, then, to the extent necessary to avoid the imposition of additional income taxes or penalties or interest on the Executive under Section 409A of the Code, (x) the Employer shall pay during the first six months
following the date of termination of the Executive’s employment, at the time(s) and in the form(s) provided by the applicable sections of this Agreement, a portion of the Cash Severance Amount equal to the Minimum Amount, and (y) the
Employer shall accumulate the portion of the Cash Severance Amount that exceeds the Minimum Amount and that the Executive would otherwise be entitled to receive during the first six months following the date of termination of the Executive’s
employment and shall pay such accumulated amount to the Executive in a lump sum on the first day of the seventh month following the date of termination of the Executive’s employment, and (z) the Employer shall pay the remainder of the Cash
Severance Amount, if any, on and after the first day of the seventh month following the date of termination of the Executive’s employment at the time(s) and in the form(s) provided by the applicable section(s) of this Agreement.”

 IN WITNESS WHEREOF, the parties have executed this Amendment to Employment Agreement as of the date first written above. This Amendment
may be executed in counterparts, which taken together shall have the same force and effect as a single original fully executed agreement. Signatures transmitted by facsimile, scan, or other electronic means shall have the same validity, force and
effect as original signatures. 
  

			
	KFORCE INC.
		
	By:	 	 /s/ DAVID L. DUNKEL

		 	David L. Dunkel,
		 	Chief Executive Officer
		
		 	 /s/ STEPHEN J. MCMAHAN

		 	 Stephen J. McMahan,
 Senior Vice President and Chief
Sales Officer