EXHIBIT 10.5
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February 9, 2006
VIA HAND DELIVERY
PERSONAL AND CONFIDENTIAL
Eric Archer
80 Dexterdale Drive
Warwick, Rhode Island 02886
Dear Eric:
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
resignation of employment with Spherion Corporation, its subsidiaries,
affiliates, successors, and assigns (the "Company").
1.
RESIGNATION.
A)
YOU HEREBY CONFIRM YOUR VOLUNTARY RESIGNATION FROM
EMPLOYMENT WITH THE COMPANY EFFECTIVE AS OF FEBRUARY 28, 2006 (THE "RESIGNATION
DATE") AND, EFFECTIVE AS OF THE RESIGNATION DATE, YOU HEREBY CONFIRM YOUR
RESIGNATION FROM YOUR POSITION AS A SENIOR VICE PRESIDENT AND PRESIDENT,
PROFESSIONAL SERVICES GROUP AND THAT YOU WILL NOT BE ELIGIBLE FOR ANY BENEFITS
OR COMPENSATION AFTER THE RESIGNATION DATE, OTHER THAN AS SPECIFICALLY PROVIDED
HEREIN.
IN ADDITION, EFFECTIVE AS OF THE RESIGNATION DATE, YOU ARE HEREBY
TERMINATED FROM ALL OFFICES, TRUSTEESHIPS, COMMITTEE MEMBERSHIPS AND FIDUCIARY
CAPACITIES HELD WITH, OR ON BEHALF OF, THE COMPANY OR ANY BENEFIT PLANS OF THE
COMPANY.
THESE RESIGNATIONS WILL BECOME IRREVOCABLE ON THE EFFECTIVE DATE OF
THIS AGREEMENT, AS DEFINED IN SECTION 15 BELOW.
YOU FURTHER ACKNOWLEDGE AND
AGREE THAT, AFTER THE RESIGNATION DATE, YOU WILL NOT REPRESENT YOURSELF AS BEING
A DIRECTOR, EMPLOYEE, 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)
YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY WILL NOT HAVE AN OBLIGATION TO
REHIRE YOU OR TO CONSIDER YOU FOR REEMPLOYMENT AFTER THE RESIGNATION DATE AND
THAT YOUR EMPLOYMENT WITH THE COMPANY IS PERMANENTLY AND IRREVOCABLY SEVERED.
C)
YOU ACKNOWLEDGE AND AGREE THAT THE EFFECTIVE DATE OF YOUR RESIGNATION
WILL BE ANNOUNCED ON FEBRUARY 9, 2006 ("RESIGNATION ANNOUNCEMENT DATE").
FOLLOWING THE RESIGNATION ANNOUNCEMENT DATE, YOU WILL BE EXPECTED TO MAKE
YOURSELF REASONABLY AVAILABLE TO
Spherion and to transition your projects, accounts, candidates, or other
responsibilities to individuals identified by the Company; introduce key account
contacts to individuals identified by the Company through personal
introductions; answer questions and provide guidance and information as
requested by the Company; use your best efforts to facilitate and effect a
smooth transition of all of your accounts, candidates, and duties to the
Company.
After the Resignation Announcement Date and prior to the Resignation
Date, the extent to which you will still be expected to come into Spherion's
offices will be determined by Roy Krause.
2.
SEVERANCE PAYMENTS AND BENEFITS; OTHER DELIVERIES.
A)
SUBJECT TO THE
REMAINDER OF THIS SECTION 2 AND SECTIONS 3, 5, 6, 7, 8, 9, 10 AND 11 AND YOUR
COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, YOU WILL BE ENTITLED TO RECEIVE: