<Page>
Exhibit 10.39
SPHERION CORPORATION
AMENDED AND RESTATED 2000 EMPLOYEE STOCK PURCHASE PLAN
The purpose of the Spherion Corporation Amended and Restated 2000
Employee Stock Purchase Plan (the "PLAN") is to provide employees a continued
opportunity to purchase stock of Spherion Corporation through annual offerings
to be made during the five-year period commencing July 1, 2000. 1,121,373 shares
of Spherion Corporation stock in the aggregate have been approved for this
purpose. The shares which may be used under the Plan include treasury shares,
authorized but unissued shares, shares purchased on the open market, or any
combination thereof.
1. ADMINISTRATION. The Plan shall be administered by the Committee. The
Committee shall have authority to make rules and regulations for the
administration of the Plan; its interpretations and decisions with regard
thereto shall be final and conclusive. No member of the Committee will be liable
for any action or determination made in good faith. The Committee may delegate
its administrative responsibilities pursuant to this Plan to officers or
employees of Spherion.
2. ELIGIBILITY. Except as provided below, any employee of Spherion
Corporation or its Subsidiaries shall be eligible to participate in the Plan if
he or she has been employed by the Company or its Subsidiaries for the six
months preceding the offering. Notwithstanding, any employee of a company or an
entity which is purchased by or merged into Spherion Corporation or any of its
Subsidiaries shall, with the approval of the Committee, be permitted to
participate in the Plan. Participation shall be in accordance with such rules as
may be prescribed by the Committee from time to time, which rules, however,
shall neither permit nor deny participation in the Plan contrary to the
requirements of Section 423 of the Internal Revenue Code and the regulations
promulgated thereunder. No employee may participate in an offering if such
employee, immediately after the commencement of such offering, owns 5% or more
of the total combined voting power or value of the stock of Spherion Corporation
or any Subsidiary. For purposes of the preceding sentence, the rules of Section
424(d) of the Internal Revenue Code shall apply in determining the stock
ownership of an employee, and stock that the employee may purchase under
outstanding options shall be treated as stock owned by the employee.
3. OFFERINGS. Spherion shall make one or more offerings each year to
participating employees to purchase Spherion Corporation stock under the Plan.
Each offering period shall be 3 months in duration with the first offering
period to commence July 1, 2000. During an offering period the amounts received
as Compensation by a participating employee shall constitute the measure of such
employee's participation in the offering as is based on Compensation. The
<Page>
participation of an eligible employee in one offering does not guarantee
participation in subsequent offerings.
4. PARTICIPATION. The Plan is a discretionary Plan and participation is
voluntary. An employee eligible on the effective date of any offering may
participate in such offering at any time by completing and forwarding a payroll
deduction authorization form, or complying with such other procedures as
determined by the Committee, at least 15 days prior to the beginning of an
offering period. The first payroll deduction or other payment authorized by the
Committee will begin no earlier than 15 days after the date on which the
authorization was received. All participating employees shall have the same
rights and privileges under the Plan except that the amount of stock a
participating employee may purchase shall bear a uniform relationship to
Compensation pursuant to Section 5. Notwithstanding the foregoing, in the event
an active employee who has purchased Spherion Corporation stock under the Plan
sells or transfers one or more shares of such stock within a two-year period of
such purchase, such employee shall not be permitted to participate in either of
the next two successive offerings under the Plan following the date of such sale
or transfer. Any sale or transfer described in the preceding sentence shall not
affect the employee's participation in the Plan for the remainder of the
offering period in which such sale takes place.
5. DEDUCTIONS. Spherion shall maintain payroll deduction accounts for
all participating employees. Such accounts will be solely for bookkeeping
purposes. No separate fund, trust or other segregation of such amounts will be
established or made. Unless otherwise required by law, no interest will accrue
on amounts held in such accounts under the Plan. With respect to any offering
made under the Plan, a participating employee may authorize a payroll deduction
of either: (a) whole percentages of the Compensation such employee receives
during the offering period (or during such portion thereof in which the employee
may elect to participate); or (b) a fixed amount, as the employee shall
determine; up to a maximum of 15% of Compensation. The Committee may require a
minimum payroll deduction for participation in any offering consistent with the
requirements of Section 423 of the Internal Revenue Code.
No employee may be granted an option that permits his or her rights to
purchase stock under the Plan, and all other employee stock purchase plans of
Spherion Corporation and its Subsidiaries described in Section 423 of the
Internal Revenue Code, to accrue at a rate that exceeds $25,000 of the Fair
Market Value of such stock (determined at the effective date of the applicable
offering) for each calendar year in which the option is outstanding at any time.
In the event that a participating employee's payroll deductions would otherwise
result in the purchase of stock in excess of the foregoing limitations, the
stock purchase shall cease when the limitations are reached and the excess cash
shall be refunded to such participating employee.
6. DEDUCTION CHANGES. A participating employee may increase or decrease
such employee's payroll deduction by filing a new payroll deduction
authorization
<Page>
form or complying with such other procedures as the Committee may establish at
least 15 days prior to the beginning of an offering period. The change shall
become effective at the beginning of the next offering period after receipt of
the employee's authorization. Notwithstanding the foregoing, a participating
employee may elect to cease payroll deductions at any time during an offering
period, in which case such change shall be effective as of the next pay period
beginning after receipt of the employee's authorization. If a participating
employee ceases his or her payroll deductions, cash credited under the Plan
shall be applied to the purchase of stock at the end of the offering period in
which such cessation occurs.
7. PURCHASE OF SHARES. Each employee participating in any offering
under the Plan shall be granted an option, upon the effective date of such
offering, for as many full shares of Spherion Corporation stock as the
participating employee may elect to purchase with up to 15% of the Compensation
received during the specified offering period (or during such portion thereof as
the employee may elect to participate).
The purchase price for each share purchased shall be 85% of the lower
of (i) the Fair Market Value of Spherion Corporation stock at the beginning of
the offering period, or (ii) the Fair Market Value of Spherion Corporation stock
at the end of the offering period. As of the last day of an offering, the
account of each participating employee shall be totaled, and the employee shall
be deemed to have exercised an option to purchase one or more full shares at the
then-applicable price; the participating employee's account shall be charged for
the amount of the purchase; and the ownership of such share or shares shall be
appropriately evidenced on the books of Spherion or its agent.
8. EMPLOYEE ACCOUNTS AND CERTIFICATES. Upon purchase of one or more
full shares by a participating employee pursuant to Section 7 hereof, Spherion
or its agent shall establish a book entry account in the name of the employee to
reflect the share(s) purchased at that time. Certificates shall be issued only
on request, on termination of participation in the Plan, or when necessary to
comply with transaction requirements outside the United States. In the event a
participating employee terminates his or her account pursuant to Section 11
hereof, any remaining cash credited to the account will be paid to such
employee.
9. REGISTRATION OF SHARES. Shares may be registered only in the name of
the participating employee, or, if such employee so indicates on the employee's
payroll deduction authorization form, in the participating employee's name
jointly with a member of such employee's family, with right of survivorship. A
participating employee who is a resident of a jurisdiction that does not
recognize such a joint tenancy may have shares registered in such employee's
name as tenant in common or as community property with a member of such
employee's family, without right of survivorship.
10. RIGHTS AS A STOCKHOLDER. None of the rights or privileges of a
stockholder of Spherion Corporation shall exist with respect to shares purchased
under the
<Page>
Plan unless and until such shares shall have been appropriately evidenced on the
books of Spherion or its agent.
11. RIGHTS ON RETIREMENT, DEATH, TERMINATION OF EMPLOYMENT OR
TERMINATION OF PARTICIPATION. In the event of a participating employee's
retirement, death, or termination of employment, such employee shall be
ineligible to continue to participate in the Plan, and the participating
employee's option to purchase Spherion Corporation shares will automatically be
cancelled. No payroll deduction shall be taken from any pay due and owing to the
employee after the pay period during which the employee became ineligible. Upon
any such termination of participation, certificates representing the shares
credited to the terminating employee's account, and any remaining cash credited
to such account, shall be transferred to such employee, or to his or her
beneficiary if the employee has died.
12. RIGHTS NOT TRANSFERABLE. Rights under the Plan may not be assigned,
transferred, pledged or disposed of in any way by a participating employee other
than by will or the laws of descent and distribution, and are exercisable during
the employee's lifetime only by the employee.
13. APPLICATION OF FUNDS AND ADMINISTRATIVE FEES. All funds received or
held by Spherion under the Plan may be used for any corporate purpose. The
Committee may impose reasonable administrative fees on participating employees
to defray the administrative costs of the Plan, which shall in no event exceed
the actual administrative costs of the Plan.
14. ADJUSTMENTS IN CASE OF CHANGES AFFECTING SPHERION CORPORATION
STOCK. In the event of any change in the capital structure of Spherion,
including but not limited to a change resulting from a stock dividend or
split-up, or combination or reclassification of shares, the Board of Directors
shall make such equitable adjustments with respect to shares available for
purchase under the Plan as it deems necessary and appropriate, including, if
necessary, any adjustment in the maximum number of shares approved for the Plan
or the number of shares available for purchase during an offering period. If
Spherion shall become a party to any corporate transaction including but not
limited to a merger, consolidation, major acquisition of property for stock,
reorganization, or liquidation, the Board or Directors may make such adjustments
as it deems advisable with respect to the Plan, including, but not limited to,
an adjustment to the number of shares approved for the Plan, the number of
shares subject to an option, the option price and any other such adjustments as
deemed equitable and appropriate by the Board of Directors.
15. AMENDMENT OF THE PLAN. The Board of Directors may at any time, or from
time to time, amend the Plan in any respect, except that, without the approval
of the holders of a majority of the shares of stock of Spherion Corporation then
issued and outstanding and entitled to vote, no amendment shall be made (i)
increasing the number of shares approved for the Plan (other than as provided in
Section 14 hereof), (ii) decreasing the purchase price per share, or
<Page>
(iii) withdrawing the administration of the Plan from a Committee consisting of
persons not eligible to participate in the Plan.
16. TERMINATION OF THE PLAN. The Plan and all rights of employees under
any offering hereunder shall terminate:
a. on the day that participating employees become entitled to
purchase a number of shares equal to or greater than the
number of shares remaining available for purchase. If the
number of shares so purchasable is greater than the shares
remaining available, the available shares shall be allocated
by the Committee among such participating employees in such
manner as it deems fair, or
b. at any time, at the discretion of the Board of Directors.
No offering hereunder shall be made which shall extend beyond
July 1, 2005.
17. GOVERNMENTAL REGULATIONS. Spherion's obligation to sell and deliver
Spherion Corporation stock under the Plan is subject to the approval of any
federal, state or other governmental authority required in connection with the
authorization, issuance, or sale of such stock. Notwithstanding any other
provision of the Plan or any agreements entered into pursuant to the Plan,
Spherion will not be required to issue any shares under the Plan, and a
participant may not sell, assign, transfer or otherwise dispose of shares issued
pursuant to options granted under the Plan, unless (a) there is in effect with
respect to such shares a registration statement under the Securities Act of
1933, as amended (the "SECURITIES ACT") and any applicable state or foreign
securities laws or an exemption from such registration under the Securities Act
and applicable state or foreign securities laws, and (b) there has been obtained
any other consent, approval or permit from any other regulatory body that the
Committee, in its sole discretion, deems necessary or advisable. Spherion may
condition such issuance, sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the placement of
any legends on certificates representing shares of Spherion Corporation stock,
as may be deemed necessary or advisable by Spherion in order to comply with such
securities law or other restrictions.
18. PLAN SHARES PURCHASES. Purchases of outstanding shares may be made
pursuant to and on behalf of the Plan, upon such terms as Spherion may approve,
for delivery under the Plan.
19. PLAN SUBJECT TO STOCKHOLDER APPROVAL. The Plan is adopted subject
to the approval of the stockholders of Spherion Corporation given within 12
months from the date of adoption. Notwithstanding anything else contained
herein, no shares of Spherion Corporation stock may be purchased under the Plan
prior to such stockholder approval.
<Page>
20. NON-U.S. EMPLOYEES. Notwithstanding anything in the Plan to the
contrary, with respect to any Subsidiary that employs employees who reside
outside of the United States, the Committee may in its sole discretion amend the
terms of the Plan in order to conform such terms with the requirements of local
law or to meet the objectives of the Plan. The Committee may, where appropriate,
establish one or more sub-plans for this purpose.
21. NO RIGHT TO EMPLOYMENT. Nothing in the Plan will interfere with or
limit in any way the right of Spherion Corporation or any Subsidiary to
terminate the employment of any eligible employee at any time, nor confer upon
any eligible employee any right to continue in the employ of Spherion
Corporation or any Subsidiary.
22. TAX WITHHOLDING. Notwithstanding any provision of this Plan to the
contrary, the Committee in its sole discretion may establish such methods or
procedures as it deems appropriate in order to withhold any taxes or other
amounts as may be required under any applicable federal, state, non-U.S. or
local laws.
23. OTHER BENEFIT AND COMPENSATION PROGRAMS. Unless otherwise
specifically determined by the Committee, shares received under the Plan will
not be deemed a part of an eligible employee's regular, recurring Compensation
for purposes of calculating payments or benefits from any company benefit plan
or severance program. Further, Spherion may adopt other Compensation programs,
plans or arrangements as it deems appropriate.
24. SUCCESSORS AND ASSIGNS. The Plan will be binding upon and inure the
benefit of the successors and permitted assigns of Spherion and the eligible
employees.
25. GOVERNING LAW. The validity, construction, interpretation,
administration and effect of the Plan and any rules, regulations and actions
relating to the Plan will be governed by an construed exclusively in accordance
with the laws of the State of Delaware, notwithstanding the conflicts of laws
principles of any jurisdictions.
26. DEFINITIONS.
"Board of Directors" means the Board of Directors of Spherion Corporation.
"Committee" means the Committee administering the Plan, consisting of at least
three members appointed by the Board of Directors either from members of senior
management, from the Board of Directors, or a combination thereof.
"Compensation" means all Compensation, except bonuses.
"Spherion" means Spherion Corporation, formerly known as Interim Services Inc.,
a Delaware corporation.
<Page>
"Spherion Corporation stock" means the common stock, par value $.01 per share,
of Spherion Corporation.
"Internal Revenue Code" means the U.S. Internal Revenue Code of 1986, as
amended.
"Fair Market Value" means the closing price of Spherion Corporation stock on the
New York Stock Exchange on a given day or, if no sales of Spherion Corporation
stock were made on that day, the closing price of Spherion Corporation stock on
the next preceding day on which sales were made on the New York Stock Exchange;
provided, however, that the Committee may, in its discretion, establish such
other measure of Fair Market Value as it deems appropriate.
"Plan" means this Spherion Corporation Amended and Restated 2000 Employee Stock
Purchase Plan.
"Subsidiary" means a Subsidiary of Spherion Corporation within the meaning of
Section 424(f) of the Internal Revenue Code and the regulations promulgated
thereunder.