Employment Agreement - Spherion Corp., Eric Archer, Peter T. Bourke, Douglas P. Cormany, Robert W. Grissom, Lisa Iglesias, Greg Mazares, Wayne Mincey, Robert Morgan, Gary Peck, Shannon W. Russo, Mark Smith and Janet Wahby
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of [SEE ATTACHED SCHEDULE A], is by and
between SPHERION CORPORATION, a Delaware corporation (hereinafter referred to as
the "COMPANY"), and [SEE ATTACHED SCHEDULE A] (hereinafter the "EXECUTIVE").
RECITALS
A. The Executive currently serves as the Company's [SEE ATTACHED
SCHEDULE A], and her services and knowledge are valuable to the Company in
connection with the management of its business.
B. The Company and the Executive are parties to that certain
Employment Agreement dated [SEE ATTACHED SCHEDULE A] (the "PRIOR EMPLOYMENT
AGREEMENT").
C. The Company and the Executive desire to terminate the Prior
Employment Agreement (and any predecessor employment agreements) and to enter
into this Agreement upon the terms and subject to the conditions hereinafter set
forth.
D. The Company desires to continue to employ the Executive and to
enter into a new agreement embodying the terms of such employment.
E. The Executive desires to continue the Executive's employment
and to enter into a new agreement embodying the terms of such employment.
AGREEMENTS
NOW, THEREFORE, to induce the Executive to remain in the employ of the
Company and its subsidiaries, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Executive agree as follows:
1. EMPLOYMENT.
During the Term of Employment (as defined in Section 2 hereof), the
Executive shall serve as [SEE ATTACHED SCHEDULE A]. The Executive shall perform
and assume all duties and responsibilities customary to such position and shall
devote all of her business time and energies thereto. In carrying out such
duties and responsibilities, the Executive shall report to, and be subject to
the direction of, the [SEE ATTACHED SCHEDULE A] and the Board of Directors of
the Company (the "BOARD").
2. TERM.
The Term of Employment under this Agreement shall commence as of the
date of this Agreement and shall continue at the will of the Company and the
Executive (the "TERM OF
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EMPLOYMENT"). Either party may terminate the Executive's employment at any time
and for any reason.
3. BASE SALARY.
The Company shall pay the Executive, in accordance with the Company's
regular payroll practices applicable to salaried employees, an annualized base
salary at the rate in effect on the date of this Agreement, as the same may from
time to time be increased or decreased at the sole discretion of the
Compensation Committee of the Board (the "COMPENSATION COMMITTEE").
4. INCENTIVE AWARDS.
a) The Executive shall participate in the Company's annual
incentive plan for senior-level executives as in effect from time to time,
subject to the performance standards set by the Compensation Committee. Payment
of any annual incentive award shall be made at the same time that such awards
are paid to other senior-level executives of the Company. The Executive's annual
incentive award target shall be set by the Compensation Committee.
b) The Executive shall be eligible to receive grants under the
Company's long-term incentive plans as in effect from time to time; provided,
however, that the size, type and other terms and conditions of any such grant to
the Executive shall be determined by the Compensation Committee.
5. BENEFITS, FRINGES AND PERQUISITES.
The Executive shall be entitled to participate in all employee pension
and welfare benefit, fringe benefit and perquisite plans and programs made
available to the Company's senior-level executives as in effect from time to
time.
6. VACATION.
The Executive shall be entitled to vacation in accordance with the
Company's vacation policy applicable to its senior-level executives. Vacations
shall be arranged in order that they not materially interfere with the normal
functioning of the Company's business activities or the performance of the
Executive's duties hereunder.
7. BUSINESS EXPENSES.
The Company shall reimburse the Executive for any ordinary, necessary
and reasonable business expenses that the Executive incurs in connection with
the performance of her duties under this Agreement, in accordance with the
Company's policy regarding the reimbursement of business expenses.
8. TERMINATION OF EMPLOYMENT.
a) DEATH OR DISABILITY. The Executive's employment shall terminate
upon the Executive's Death, and Company may terminate the Executive's employment
due to Disability
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(as defined herein). If, during the Term of Employment, the Executive's
employment is terminated due to Death or Disability, the Executive (or
Executive's estate or legal representative, as the case may be) shall be
entitled to receive:
i) Executive's base salary through the date of such
termination of employment (the "TERMINATION DATE") at the rate in effect at
the time thereof;
ii) an amount, payable at the same time that annual incentive
awards for the year in which the Executive's employment so terminates are
paid to senior-level executives of the Company, equal to the product of the
Executive's annual incentive award target for such year and a fraction, the
numerator of which is the number of days in such year through the date of
such termination of employment, and the denominator of which is 365;
provided, however, that no such amount shall be paid to the Executive (or
to Executive's estate or legal representative, as the case may be) if
annual incentive awards for such year are not paid to senior-level
executives of the Company generally;
iii) reimbursement for expenses incurred by the Executive in
accordance with the Company's policy but not reimbursed prior to the date
of such termination of employment;
iv) any vested deferred base salary and annual incentive
awards (including, without limitation, interest or other credits on such
deferred amounts); and
v) any other compensation or benefits that may be owed or
provided to the Executive in accordance with the terms and conditions of
any applicable plans and programs of the Company.
For purposes of this Agreement, "DISABILITY" shall mean the Executive's
inability, by reason of illness or other physical or mental disability, to
perform the principal duties required by the position held by the Executive at
the inception of such illness or disability, for any consecutive 180-day period.
A determination of Disability shall be subject to the certification of a
qualified medical doctor agreed to by the Company and the Executive or, in the
Executive's incapacity to designate a doctor, the Executive's legal
representative. If the Company and the Executive cannot agree on the designation
of a doctor, then each party shall nominate a qualified medical doctor and the
two doctors shall select a third doctor, and the third doctor shall make the
determination as to Disability.
b) FOR CAUSE. The Company may terminate the Executive's employment
for Cause (as defined herein) if the Board determines that Cause exists and
serves written notice of such termination to the Executive. If, during the Term
of Employment, the Company terminates the Executive's employment for Cause, all
of the Executive's annual incentive awards, long-term incentive awards, stock
options and other stock or long-term incentive grants which are not then vested
or not then exercisable shall be canceled as of the date of the Board's written
notice of termination, and the Executive shall be entitled to receive:
i) Executive's base salary through the date of such
termination of employment at the rate in effect at the time thereof;
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ii) reimbursement for expenses incurred by the Executive in
accordance with the Company's policy but not reimbursed prior to the date
of such termination of employment;
iii) any vested deferred base salary and vested annual
incentive awards (including, without limitation, interest or other credits
on such deferred amounts but not including unvested annual incentive awards
or amounts payable for the year in which the Board's written notice of
termination for Cause is made, or unvested annual incentive awards or
amounts payable after the Board's written notice of termination for Cause
is made); and
iv) any other compensation or benefits that may be owed or
provided to the Executive in accordance with the terms and conditions of
any applicable plans and programs of the Company.
The Executive shall be entitled to receive no other compensation or
benefits, whether pursuant to this Agreement or otherwise, except as and to
the extent required by law.
For purposes of this Agreement, "CAUSE" shall mean one or more of the
following:
(I) the material violation of any of the terms and conditions of
this Agreement or any written agreements the Executive may from time to
time have with the Company (after 30 days following written notice from the
Board specifying such material violation and Executive's failure to cure or
remedy such material violation within such 30-day period);
(II) inattention to or failure to perform Executive's assigned
duties and responsibilities competently for any reason other than due to
Disability (after 30 days following written notice from the Board
specifying such inattention or failure, and Executive's failure to cure or
remedy such inattention or failure within such 30-day period);
(III) engaging in activities or conduct injurious to the reputation
of the Company or its affiliates including, without limitation, engaging in
immoral acts which become public information or repeatedly conveying to one
person, or conveying to an assembled public group, negative information
concerning the Company or its affiliates;
(IV) commission of an act of dishonesty, including, but not limited
to, misappropriation of funds or any property of the Company;
(V) commission by the Executive of an act which constitutes a
misdemeanor (involving an act of moral turpitude) or a felony;
(VI) the material violation of any of the Policies referred to in
Section 9 hereof (after 30 days following written notice from the Board
specifying such failure, and the
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Executive's failure to cure or remedy such inattention or failure within
such 30-day period);
(VII) refusal to perform the Executive's assigned duties and
responsibilities or other insubordination (after 30 days following written
notice from the Board specifying such refusal or insubordination, and the
Executive's failure to cure or remedy such refusal or insubordination
within such 30-day period); or
(VIII) unsatisfactory performance of duties by the Executive as a
result of alcohol or drug use by the Executive.
c) WITHOUT CAUSE. The Company may terminate the Executive's
employment without Cause. If, during the Term of Employment, the Company
terminates the Executive's employment without Cause, other than due to
Disability, then in lieu of any amount otherwise payable under this Agreement,
or as damages for termination of Executive's employment without Cause, the
Executive shall be entitled to receive:
i) A cash severance payment (reduced by any applicable
payroll or other taxes required to be withheld) equal to one and one-half
(1.5) (the "MULTIPLIER") times the sum of the Executive's annual salary for
the current year plus her annual incentive award target for the current
year (the "SEVERANCE PAYMENT"). However, should Executive's employment be
terminated without Cause prior to April 10, 2002, the Multiplier shall be
reduced to one (1.0). The Severance Payment shall be payable in twelve
equal, monthly installments beginning within thirty (30) days of the date
of the Board's written notice of termination without Cause. If the notice
of termination is given prior to the determination of the Executive's
salary or annual incentive award target for the year in which the notice of
termination is given, then the amounts shall be based on the annual salary
for the prior year and the greater of the annual incentive award target for
the prior year or the actual annual incentive award earned by the Executive
for the prior year. The current year shall be (A) for purposes of
determining the Executive's annual salary, the year then generally used by
the Company for setting salaries for senior-level executives (currently
April 1 through the following March 31), and (B) for purposes of
determining annual incentive award targets, the fiscal year then generally
used by the Company for setting annual incentive award targets for
senior-level executives, in which the Board gives the Executive written
notice of termination, and the prior year shall be the twelve-month period
immediately preceding the current year;
ii) Reimbursement for expenses incurred by the Executive in
accordance with the Company's policy but not reimbursed prior to the date
of such termination of employment;
iii) Any vested deferred base salary and annual incentive
awards (including, without limitation, interest or other credits on such
deferred amounts);
iv) Any other compensation or benefits that may be owed or
provided to the Executive in accordance with the terms and conditions of
any applicable plans and programs of the Company;
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v) This Section 8(c)(v) is intentionally omitted;
vi) This Section 8(c)(vi) is intentionally omitted; and
vii) The immediate and full satisfaction of any vesting or
service requirements with respect to any employee stock options, restricted
stock or deferred stock units (or other stock awards) previously granted to
the Executive and then outstanding.
The initial and continued payment of the Severance Payment as well as all
other payments and benefits provided by the Company to the Executive under this
Agreement shall be conditioned on the following: (i) Executive's continued
compliance with the non-competition and confidentiality provisions provided
herein; (ii) the Executive's execution of a full release and settlement of any
and all claims against the Company; and (iii) the Executive's execution of a
non-disparagement agreement and continued compliance therewith.
d) VOLUNTARY TERMINATION. If, during the Term of Employment, the
Executive terminates her employment other than due to Retirement, the Executive
shall be entitled to receive:
i) Executive's base salary through the date of such
termination of employment at the rate in effect at the time thereof;
ii) reimbursement for expenses incurred by the Executive in
accordance with the Company's policy but not reimbursed prior to the date
of such termination of employment;
iii) any vested deferred base salary and annual incentive
awards (including, without limitation, interest or other credits on such
deferred amounts); and
iv) no other compensation or benefits except as and to the
extent required by law.
e) INELIGIBILITY FOR SEVERANCE PLAN PAYMENTS. Anything in this
Agreement to the contrary notwithstanding, Executive shall not be entitled to
any payment under any of the Company's severance plans, programs or
arrangements.
9. COMPANY POLICIES.
The Executive shall strictly follow and adhere to all written policies
of the Company which are not inconsistent with this Agreement or applicable law
including, without limitation, securities laws compliance (including, without
limitation, use or disclosure of material nonpublic information, restrictions on
sales of Company stock, and reporting requirements), conflicts of interest
(including, without limitation, doing business with the Company or its
affiliates without the prior approval of the Board), and employee harassment.
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10. CONFIDENTIALITY.
The Executive will not at any time (whether during or after
Executive's employment with the Company) disclose or use for Executive's own
benefit or purposes, or for the benefit or purpose of any other person, firm,
partnership, joint venture, association, corporation or other business
organization, entity or enterprise, any trade secrets, information, data, or
other confidential information relating to customers, employees, job applicants,
services, development programs, prices, costs, marketing, trading, investment,
sales activities, promotion, processes, systems, credit and financial data,
financing methods, plans, proprietary computer software, request for proposal
documents, or the business and affairs of the Company generally, or of any
affiliate of the Company; provided, however, that the foregoing shall not apply
to information which is generally known to the industry or the public other than
as a result of the Executive's breach of this covenant. The Executive agrees
that upon termination of her employment with the Company for any reason, she
will return to the Company immediately all memoranda, books, papers, plans,
information, letters and other data, and all copies thereof or therefrom
(whether in written, printed or electronic form), in any way relating to the
business of the Company and its affiliates.
The Executive acknowledges and agrees that the Company's remedies at law
for a breach or threatened breach of any of the provisions of this Section would
be inadequate and, in recognition of this fact, the Executive agrees that, in
the event of such a breach or threatened breach, in addition to any remedies at
law, the Company, without posting any bond, shall be entitled to obtain
equitable relief in the form of specific performance, a temporary restraining
order, a temporary or permanent injunction or any other equitable remedy which
may then be available.
11. COVENANT NOT TO COMPETE.
a) IN GENERAL. The Executive agrees that during Executive's
employment with the Company and for a period of one (1) year after the
termination of such employment for whatever reason (the "NON-COMPETE PERIOD"),
she shall not, anywhere in the United States:
i) act as an employee, director, consultant, partner,
principal, agent, representative, owner or stockholder (other than as a
stockholder of less than a one percent (1%) equity interest) for (1) any
public company that derives any revenue from any business line in which the
Company derives $25 million or more in annualized revenues as of the
Termination Date or from the principal business line in which the Executive
was directly involved immediately prior to the Termination Date
(collectively, the "BUSINESS LINES") or (2) any private company that
derives $25 million or more in annualized revenues from any combination of
one or more of the Business Lines;
ii) solicit business from, or perform services for, or induce
others to perform services for, any company or other business entity which
at any time during the one (1) year period immediately preceding the
Termination Date was a client of the Company or its affiliates; or
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iii) offer, or cause to be offered, employment with any
business, whether in corporate, proprietorship, or partnership form or
otherwise, either on a full-time, part-time or consulting basis, to any person
who was employed by the Company or its affiliates or for whom the Company or its
affiliates performed outplacement services, in either case at any time during
the one (1) year period immediately preceding the Termination Date.
iv) For purposes of this Agreement, affiliates of the Company
include subsidiaries 50% or more owned by the Company and the Company's
franchisees and licensees.
b) CONSIDERATION. The consideration for the foregoing covenant not
to compete, the sufficiency of which is hereby acknowledged, is the Company's
agreement to employ the Executive and provide compensation and benefits pursuant
to this Agreement.
c) EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges
and agrees that the Company's remedies at law for a breach or threatened breach
of any of the provisions of this Section would be inadequate and, in recognition
of this fact, the Executive agrees that, in the event of such a breach or
threatened breach, in addition to any remedies at law, the Company, without
posting any bond, shall be entitled to obtain equitable relief in the form of
specific performance, temporary restraining order, a temporary or permanent
injunction or any other equitable remedy which may then be available.
d) REFORMATION. If the foregoing covenant not to compete would
otherwise be determined invalid or unenforceable by a court of competent
jurisdiction, such court shall exercise its discretion in reforming the
provisions of this Section to the end that the Executive be subject to a
covenant not to compete, reasonable under the circumstances, enforceable by the
Company.
12. COMPANY POLICIES, PLANS AND PROGRAMS.
Whenever any rights under this Agreement depend on the terms of a
policy, plan or program established or maintained by the Company, any
determination of these rights shall be made on the basis of the policy, plan or
program in effect at the time as of which the determination is made. No
reference in this Agreement to any policy, plan or program established or
maintained by the Company shall preclude the Company from prospectively or
retroactively changing or amending or terminating that policy, plan or program
or adopting a new policy, plan or program in lieu of the then-existing policy,
plan or program.
13. BINDING AGREEMENT; SUCCESSORS.
a) This Agreement shall be binding upon and shall inure to the
benefit of the Company and its successors and assigns. The Company shall require
any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement to assume expressly and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. For purposes of this
Agreement,
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"Company" shall mean the Company as hereinbefore defined and any successor to
its business and/or assets as aforesaid.
b) This Agreement shall be binding up and shall inure to the
benefit of the Executive and the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, beneficiaries,
devises and legatees. If the Executive should die while any amounts are payable
to him hereunder, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the Executive's devisee,
legatee, beneficiary or other designee or, if there be no such designee, to the
Executive's estate.
14. CHANGE IN CONTROL AGREEMENTS.
Simultaneously with the execution and delivery of this Agreement, the
Company and the Executive have executed and delivered a Change In Control
Agreement ("C-I-C AGREEMENT"), which applies under the circumstances and during
the period described therein. If circumstances arise which cause both the C-I-C
Agreement and this Agreement to apply to the Company and the Executive, then, to
the extent of any inconsistency between the provisions of this Agreement and the
C-I-C Agreement, the terms of the C-I-C Agreement alone shall apply. However, if
the C-I-C Agreement does not apply (as, for example, if there is no Change in
Control as described therein, or the C-I-C Agreement has expired, or the C-I-C
Agreement simply does not apply), then the provisions of this Agreement shall
control and be unaffected by the C-I-C Agreement.
15. NOTICES.
For the purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given (i) on the date of delivery if delivered by hand, (ii) on
the date of transmission, if delivered by confirmed facsimile, (iii) on the
first business day following the date of deposit if delivered by guaranteed
overnight delivery service, or (iv) on the third business day following the date
delivered or mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
If to the Executive:
--------------------
--------------------
--------------------
If to the Company:
Spherion Corporation
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309
Attention: Chief Executive Officer
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or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
16. GOVERNING LAW.
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Florida, without regard
to principles of conflicts of laws.
17. ENTIRE AGREEMENT; AMENDMENT.
This Agreement and the C-I-C Agreement contain the entire agreement
between the parties concerning the subject matter hereof and supersede all prior
agreements, understandings, discussions, negotiations and undertakings, whether
written or oral, between the parties with respect to the subject matter hereof.
No provisions of this Agreement may be amended, modified, waived or discharged
unless such amendment, waiver, modification or discharge is agreed to in writing
signed by the Executive and the Company. No agreements or representations, oral
or otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this Agreement.
18. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which will constitute one and
the same instrument.
19. NON-ASSIGNABILITY.
This Agreement is personal in nature and neither of the parties hereto
shall, without the consent of the other, assign, or transfer this Agreement or
any rights or obligations hereunder, except as provided in Section 13. Without
limiting the foregoing, the Executive's right to receive payments hereunder
shall not be assignable or transferable, whether by pledge, creation of a
security interest or otherwise, other than a transfer by her will or trust or by
the laws of descent or distribution, and in the event of any attempted
assignment or transfer contrary to this paragraph the Company shall have no
liability to pay any amount so attempted to be assigned or transferred.
20. RESOLUTION OF DISPUTES.
a) The parties shall submit any claim, demand, dispute, charge or
cause of action (in any such case, a "CLAIM") arising out of, in connection
with, or relating to this Agreement to binding arbitration in conformance with
the J*A*M*S/ENDISPUTE Streamlined Arbitration Rules and Procedures or the
J*A*M*S/ENDISPUTE Comprehensive Arbitration Rules and Procedures, as applicable,
but expressly excluding Rule 28 of the J*A*M*S/ ENDISPUTE Streamlined Rules and
Rule 32 of the J*A*M*S/ENDISPUTE Comprehensive Rules, as the case may be. All
arbitration procedures shall be held in Fort Lauderdale, Florida and shall be
subject to the choice of law provisions set forth in Section 16 of this
Agreement.
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b) In the event of any dispute arising out of or relating to this
Agreement for which any party is seeking injunctive relief, specific performance
or other equitable relief, such matter may be resolved by litigation.
Accordingly, the parties shall submit such matter to the exclusive jurisdiction
of the United States District Court for the Southern District 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.
21. NO SETOFF.
The Company shall have no right of setoff or counterclaim in respect
of any claim, debt or obligation against any payment provided for in this
Agreement.
22. NON-EXCLUSIVITY OF RIGHTS.
Nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any benefit, bonus, incentive or other
plan or program provided by the Company or any of its subsidiaries or successors
and for which the Executive may qualify, nor shall anything herein limit or
reduce such rights as the Executive may have under any other agreements with the
Company or any of its subsidiaries or successors. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan
or program of the Company or any of its subsidiaries shall be payable in
accordance with such plan or program, except as explicitly modified by this
Agreement.
23. WITHHOLDING.
The Company may withhold from any amounts payable under this Agreement
such federal, state and local taxes as are required to be withheld (with respect
to amounts payable hereunder or under any benefit plan or arrangement maintained
by the Company) pursuant to any applicable law or regulation.
24. INVALIDITY OF PROVISIONS.
In the event that any provision of this Agreement is adjudicated to be
invalid or unenforceable under applicable law in any jurisdiction, the validity
or enforceability of the remaining provisions thereof shall be unaffected as to
such jurisdiction and such adjudication shall not affect the validity or
enforceability of such provision in any other jurisdiction. To the extent that
any provision of this Agreement is adjudicated to be invalid or unenforceable
because it is overbroad, that provision shall not be void but rather shall be
limited to the extent required by applicable law and enforced as so limited. The
parties expressly acknowledge and agree that Sections 11 and 24 are reasonable
in view of the parties' respective interests.
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25. NON-WAIVER OF RIGHTS.
The failure by the Company or the Executive to enforce at any time any
of the provisions of this Agreement or to require at any time performance by the
other party of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this Agreement, or
any part hereof, or the right of the Company or the Executive thereafter to
enforce each and every provision in accordance with the terms of this Agreement.
PLEASE NOTE: BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING
THAT THE EXECUTIVE (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND
STUDY BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING
IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY
QUESTIONS THE EXECUTIVE HAS ABOUT THE AGREEMENT AND HAS RECEIVED SATISFACTORY
ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS THE EXECUTIVE'S RIGHTS AND
OBLIGATIONS UNDER THE AGREEMENT.
THIS AGREEMENT IN SECTION 20 CONTAINS A BINDING ARBITRATION PROVISION
WHICH MAY BE ENFORCED BY THE PARTIES.
[signatures appear on the following page]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the day and year first above set forth.
SPHERION CORPORATION
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
EXECUTIVE
By:
----------------------------------
Name:
--------------------------------
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SCHEDULE A
<Table>
<Caption>
DATE OF
EXECUTIVE'S
EXECUTIVE'S EMPLOYMENT EXECUTIVE'S EXECUTIVE
NAME AGREEMENT POSITION REPORTS TO:
---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Archer, Eric May 7, 2001 President, Chief Operating
Professional Officer
Recruiting Group
Bourke, Peter T. May 7, 2001 President, Outsourcing Chief Operating
Group Officer
Cormany, Douglas P. May 10, 2001 Vice President and Chief Financial
Chief Information Officer
Officer
Grissom, Robert W July 3, 2001 Senior Vice President, Chief Operating
Sales & Marketing, Officer
Staffing Group
Iglesias, Lisa May 7, 2001 General Counsel, Vice Chief Executive
President and Secretary Officer
Mazares, Greg May 7, 2001 President, Deposition President,
Services Professional
Recruiting Group
Mincey, Wayne July 3, 2001 President, Technology Chief Operating
Group Officer
Morgan, Robert May 7, 2001 President, Human Chief Operating
Capital Consulting Officer
Group
Peck, Gary May 7, 2001 President, Staffing Chief Operating
Group Officer
Russo, Shannon W. May 7, 2001 Vice President, President,
Strategic Alliances, Outsourcing Group
Outsourcing Group
Smith, Mark May 7, 2001 Vice President, Chief Financial
Business Services Officer
Wahby, Janet August 1, 2001 Vice President, Global Chief Operating
Marketing Officer
</Table>
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