OF FLORIDA OR, IF
JURISDICTION IS NOT AVAILABLE THEREIN, ANY OTHER COURT LOCATED IN BROWARD
COUNTY, FLORIDA, AND HEREBY WAIVE ANY AND ALL OBJECTIONS TO SUCH JURISDICTION OR
VENUE THAT THEY MAY HAVE.
EACH PARTY AGREES THAT PROCESS MAY BE SERVED UPON
SUCH PARTY IN ANY MANNER AUTHORIZED UNDER THE LAWS OF THE UNITED STATES OR
FLORIDA, AND WAIVES ANY OBJECTIONS THAT SUCH PARTY MAY OTHERWISE HAVE TO SUCH
PROCESS.
12.
MISCELLANEOUS.
A)
THIS AGREEMENT REPRESENTS THE COMPLETE UNDERSTANDING
BETWEEN YOU AND THE COMPANY AND SUPERSEDES ANY AND ALL OTHER AGREEMENTS BETWEEN
THE PARTIES, INCLUDING WITHOUT LIMITATION, THE EMPLOYMENT AGREEMENT AND THE
CHANGE IN CONTROL AGREEMENT, EACH BETWEEN YOU AND THE COMPANY AND EACH DATED
NOVEMBER 30, 2003, AS ALL SUCH HAVE BEEN AMENDED TO DATE, AS WELL AS ANY
MEMORANDUMS, LETTERS OR OTHER AGREEMENTS REGARDING YOUR EMPLOYMENT OR SEPARATION
FROM THE COMPANY.
NO OTHER PROMISES OR AGREEMENTS WILL BE BINDING UNLESS IN
WRITING AND SIGNED BY YOU AND THE COMPANY.
B)
EXCEPT AS IT MAY BE PREEMPTED BY ERISA, THIS AGREEMENT WILL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA
WITHOUT REGARD TO THAT STATE'S PRINCIPLES OF CONFLICTS OF LAW.
C)
IF, AT ANY TIME AFTER THE EXECUTION OF THIS AGREEMENT, ANY PROVISION OF
THIS AGREEMENT WILL BE HELD TO BE ILLEGAL OR UNENFORCEABLE BY A COURT OF
COMPETENT JURISDICTION, SOLELY SUCH PROVISION WILL BE OF NO FORCE OR EFFECT.
EXCEPT WITH RESPECT TO CLAIMS UNDER THE ADEA, IF YOU SEEK TO CHALLENGE THE
VALIDITY OF OR OTHERWISE VITIATE THIS AGREEMENT, YOU WILL, AS A PRECONDITION, BE
REQUIRED TO REPAY THE COMPANY ALL AMOUNTS PAID TO YOU BY THE COMPANY PURSUANT TO
THIS AGREEMENT AND, IF APPLICABLE, THE COMPANY WILL NOT BE REQUIRED TO MAKE ANY
ADDITIONAL PAYMENTS.
D)
THIS AGREEMENT IS BINDING UPON, AND WILL INURE TO THE BENEFIT OF, YOU
AND THE COMPANY AND YOUR AND ITS RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS,
SUCCESSORS AND ASSIGNS.
IN ADDITION, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE RESTRICTIVE COVENANTS CONTAINED IN SECTIONS 5 AND 6, AS WELL AS
THE PROVISIONS IN SECTIONS 7 AND 8 ARE INTENDED FOR THE BENEFIT OF ANY SUCCESSOR
OF
Byrne K. Mulrooney
February 26, 2007
Page 8 of 10
Spherion, and such Successor shall be entitled to enforce such Sections on the
terms and conditions as the Company.
E)
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, INCLUDING
BY FACSIMILE SIGNATURES, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
13.
ACKNOWLEDGEMENT.
YOU ARE HEREBY ADVISED BY THE COMPANY, AND ACKNOWLEDGE
THAT YOU HAVE BEEN SO ADVISED IN WRITING, TO CONSULT INDEPENDENT LEGAL COUNSEL
OF YOUR CHOICE BEFORE SIGNING THIS AGREEMENT.
YOU FURTHER ACKNOWLEDGE THAT YOU
HAVE HAD THE OPPORTUNITY TO CONSULT INDEPENDENT LEGAL COUNSEL AND TO CONSIDER
THE TERMS OF THIS AGREEMENT FOR A PERIOD OF AT LEAST 21 DAYS.
YOU FURTHER
ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT IN ITS ENTIRETY; THAT