Exhibit 10.10
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February 26, 2007
VIA HAND DELIVERY
PERSONAL AND CONFIDENTIAL
Byrne K. Mulrooney
2268 Acorn Palm Rd.
Boca Raton, FL
33432
Dear Byrne:
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 MARCH 2, 2007 (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,
STAFFING 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 14 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 JANUARY 29, 2007 ("RESIGNATION ANNOUNCEMENT DATE").
AFTER
THE RESIGNATION ANNOUNCEMENT DATE AND PRIOR TO THE RESIGNATION 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
Byrne K. Mulrooney
February 26, 2007
Page 2 of 10
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