Employment Agreement - Spherion Corp., Lisa G. Iglesias, Wayne L'Heureux, Mark Smith, Shannon W. Russo, Liza F. Palermo, Janet Wahby and Douglas P. Cormany
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) The forgiveness of all loans and advances (as well
as accrued but unpaid interest thereon) made by the Company to the
Executive under the terms and conditions of the Company's Stock
Purchase Assistance Plan (the "SPAP");
vi) The satisfaction, by the Company, of all loans
(as well as accrued but unpaid interest thereon) with third parties
incurred by the Executive to purchase the Company's stock under the
terms and conditions of the SPAP provided that the Executive forfeit
to the Company all shares of the Company's stock purchased with or
related to the advance of such funds; 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
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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.
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;
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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
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.
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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, "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:
--------------------
--------------------
--------------------
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If to the Company:
Spherion Corporation
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309
Attention: Chief Executive Officer
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
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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.
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
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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.
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>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Executive's Name Date of Executive's Date of Executive's Executive's Position Executive Reports To:
Employment Agreement Prior Employment
Agreement
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Lisa G. Iglesias May 7, 2001 February 29, 2000 General Counsel, Chief Executive
Vice President and Officer
Secretary
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Wayne L'Heureux May 7, 2001 February 29, 2000 Vice President, Chief Executive
Human Resources Officer
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Mark Smith May 7, 2001 November 18, 1998 Vice President, Chief Financial
Finance and Officer
Administration
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Shannon W. Russo May 7, 2001 November 18, 1998 Vice President, Chief Financial
Business Services Officer
and Treasurer
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Liza F. Palermo May 7, 2001 February 29, 2000 Vice President, Chief Executive
Corporate Officer
Communications and
Marketing
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Janet Wahby August 1, 2001 N/A Vice President, Chief Operating
Global Marketing Officer
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Douglas P. Cormany May 10, 2001 N/A Vice President and Chief Financial
Chief Information Officer
Officer
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</Table>