Exhibit 10.51
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March 9, 2004
PERSONAL AND CONFIDENTIAL
Ms. Cinda A. Hallman
400 Southeast Fifth Avenue
Unit N-804
Boca Raton, Florida 33432
Dear Cinda:
The purpose of this letter agreement and general release (the "Agreement") is to
acknowledge, and set forth the terms of, our agreement with regard to your
termination of employment with Spherion Corporation, its subsidiaries,
affiliates, successors and assigns (the "Company").
1.
TERMINATION DATE.
A)
YOU HEREBY
CONFIRM YOUR RESIGNATION AS A DIRECTOR OF THE COMPANY AND FROM EMPLOYMENT WITH
THE COMPANY EFFECTIVE AS OF APRIL 10, 2004 (THE "TERMINATION DATE").
ON AND
AFTER THE DATE HEREOF (THE "EFFECTIVE DATE"), YOU WILL NOT BE ELIGIBLE FOR ANY
BENEFITS OR COMPENSATION, OTHER THAN AS SPECIFICALLY PROVIDED HEREIN.
IN
ADDITION, EFFECTIVE AS OF THE TERMINATION DATE, YOU HEREBY CONFIRM YOUR
RESIGNATION FROM ALL OFFICES, DIRECTORSHIPS, TRUSTEESHIPS, COMMITTEE MEMBERSHIPS
AND FIDUCIARY CAPACITIES HELD WITH, OR ON BEHALF OF, THE COMPANY OR ANY BENEFIT
PLANS OF THE COMPANY.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT, AFTER THE
TERMINATION DATE, YOU WILL NOT REPRESENT YOURSELF AS BEING AN EMPLOYEE,
DIRECTOR, OFFICER, TRUSTEE, AGENT OR REPRESENTATIVE OF THE COMPANY, FOR ANY
PURPOSE AND WILL NOT MAKE ANY PUBLIC STATEMENTS RELATING TO THE COMPANY WITHOUT
THE COMPANY'S PRIOR WRITTEN CONSENT, OTHER THAN GENERAL STATEMENTS RELATING TO
YOUR POSITION, TITLE OR EXPERIENCE WITH THE COMPANY, SUBJECT TO THE
CONFIDENTIALITY PROVISION UNDER SECTION 5 OF THIS AGREEMENT AND THE
NON-DISPARAGEMENT PROVISION UNDER SECTION 7 OF THIS AGREEMENT AND IN NO EVENT
SHALL YOU MAKE ANY STATEMENTS AS AN AGENT OR REPRESENTATIVE OF THE COMPANY.
B)
NO RIGHT TO REINSTATEMENT.
YOU ACKNOWLEDGE AND
AGREE THAT THE COMPANY WILL NOT HAVE AN OBLIGATION TO REHIRE YOU OR TO CONSIDER
YOU FOR REEMPLOYMENT AFTER THE TERMINATION DATE.
2.
SEVERANCE PAYMENTS AND BENEFITS; OTHER
DELIVERIES.
A)
SEVERANCE.
SUBJECT TO THE REMAINDER OF THIS
SECTION 2 AND SECTIONS 3, 5, 6, 7, 8, 9, 10, 12 AND 13 AND YOUR MATERIAL
COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, YOU WILL BE ENTITLED TO RECEIVE:
Ms. Cinda Hallman
March 9, 2004
Page 2
I)
CASH SEVERANCE TOTALING $4,650,000,
PAYABLE IN TWO INSTALLMENTS: THE FIRST INSTALLMENT OF $1,550,000 SHALL BE PAID
ON OCTOBER 10, 2004 AND THE SECOND INSTALLMENT OF $3,100,000 SHALL BE PAID ON
OCTOBER 10, 2005; PROVIDED, HOWEVER, THAT THE COMPANY SHALL HAVE THE RIGHT IN
ITS SOLE DISCRETION TO PAY $2,800,000 ON OR PRIOR TO DECEMBER 31, 2004 IN LIEU
OF THE SECOND INSTALLMENT.
II)
ANY VESTING OR SERVICE REQUIREMENTS
WITH RESPECT TO ANY EMPLOYEE STOCK OPTIONS AND DEFERRED STOCK UNITS GRANTED TO
YOU WHILE YOU WERE AN EMPLOYEE OF THE COMPANY THAT ARE OUTSTANDING ON THE
TERMINATION DATE AND HAVE NOT BEEN EXERCISED OR RECEIVED BY YOU PRIOR TO THE
TERMINATION DATE SHALL BE DEEMED SATISFIED ON THE TERMINATION DATE.
THE
EMPLOYEE STOCK OPTIONS WILL TERMINATE AND EXPIRE ON JULY 10, 2004 AND WILL ONLY
BE EXERCISABLE PRIOR TO SUCH DATE; PROVIDED, HOWEVER, THAT THE NONQUALIFIED
STOCK OPTION GRANTED ON APRIL 9, 2001 TO PURCHASE 357,628 SHARES OF