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SPHERION CORPORATION
NOTICE OF GRANT OF STOCK OPTIONS ID: 36-3536544
AND OPTION AGREEMENT (formerly Interim Services Inc.)
2050 Spectrum Boulevard
Fort Lauderdale, FL 33309
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(NAME OF OPTIONEE) OPTION NUMBER: (0000####)
(ADDRESS LINE 1) PLAN: (09)
(ADDRESS LINE 2) ID: (#########)
(CITY, STATE, ZIP CODE)
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Effective August 9, 2002, you have been granted a(n) (INCENTIVE STOCK OPTION OR
NON-QUALIFIED STOCK OPTION) to buy (NUMBER) shares of Spherion Corporation (the
Company) stock at $(OPTION PRICE) per share.
The total option price of the shares granted is $(TOTAL OPTION PRICE = # OF
SHARES X PRICE)
Shares in each period will become fully vested on the date shown.
<Table>
<Caption>
Shares Vest Type Full Vest Expiration
------ --------- --------- ----------
(50% OF TOTAL) On Vest Date 08/09/2003 08/09/2012
(50% OF TOTAL) On Vest Date 08/09/2004 08/09/2012
</Table>
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By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's 2000 Stock Incentive Plan and the Stock Option Agreement, all of
which are attached and made a part of this document.
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Spherion Corporation Date
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(NAME OF OPTIONEE) Date
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SPHERION CORPORATION
2000 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
1. GRANT OF STOCK OPTION. Spherion Corporation (the "Company") hereby grants
to the Recipient named on the Cover Page, as hereinafter defined, the right
and option to purchase, subject to the conditions herein and in the Plan,
all or any part of the number of shares of Common Stock of the Company
("Stock Option") at the price and on the other terms, all as described in
the Notice of Grant of Stock Options and Option Agreement attached hereto
and made a part hereof (the "Cover Page(s)"). That portion, if any, of the
Stock Option which is granted with the intent that it be an Incentive Stock
Option, is indicated as such on the Cover Page. The Date of Grant is the
effective date shown on the Cover Page.
2. TERM OF OPTION. The Stock Option shall expire as to all of its unexercised
shares 10 years after the Date of Grant (the "Expiration Date") and, except
as provided in Section 3(b), shall terminate when the Recipient ceases for
whatever reason to be an employee of the Company or a Subsidiary of the
Company, as the case may be. A divestiture by the Company of 100% of its
interest in the Recipient's employer shall result in a termination of the
Stock Option effective on the date on which such divestiture is completed.
3. EXERCISE OF STOCK OPTION. The Stock Option granted hereunder shall be
exercisable from time to time by the Recipient by the giving of written
notice of exercise to the Company specifying the number of whole shares to
be purchased, and accompanied by full payment of the purchase price
therefor, subject, however, to the following restrictions:
(a) This Stock Option may not be exercised until at least one year after
the Date of Grant, and then may be exercised only in one-half (50%)
annual increments (that is, only at the end of each one-year period)
until the expiration of two years after the Date of Grant, at which
time the Stock Option shall become fully exercisable; provided,
however, that the right to purchase shall be cumulative, so that if
the full number of shares of Common Stock purchasable in any year
shall not be purchased in such year, they may be purchased at any time
or from time to time thereafter (but prior to the Expiration Date).
Notwithstanding the above, this Stock Option shall become fully
exercisable at any time after the Recipient reaches "Retirement Age",
retires with the approval of the Company and more than one year has
elapsed since the Date of Grant. For this purpose, "Retirement Age"
shall mean the attainment of age 65.
(b) This Stock Option may not be exercised in whole or in part if the
Recipient is not, at the time of the exercise of such Stock Option, in
the employ of the Company or a Subsidiary of the Company, and further
has not been continuously so employed from the Date of Grant to and
including the date of such exercise of such Stock Option, except that
if, prior to the Expiration Date, the Recipient shall cease to be
employed by the Company or a Subsidiary of the Company because of
death, retirement, "disability" (as defined below), or termination of
Recipient's employment by the Company or by such Subsidiary without
"cause" (as defined below), this Stock
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Option shall continue and shall terminate: (i) twelve months after the
date of death, but only if such death occurred while the Recipient was
in the employ of the Company or a Subsidiary of the Company; or, (ii)
twelve months after the Recipient's employment ceases due to
retirement; or, (iii) twelve months after the date Recipient's
employment ceased due to disability; or, (iv) three months after the
date of termination of Recipient's employment by the Company or a
Subsidiary of the Company without cause. This Stock Option may be
exercised through the Expiration Date only to the extent that the
Recipient was entitled to exercise the Stock Option at the date of his
or her retirement, death, disability or termination of employment
without cause, as the case may be. This Stock Option shall, in no
event, be exercisable after the Expiration Date. In the event of the
death of the Recipient while in the employ of the Company or a
Subsidiary of the Company (or within twelve months after retirement or
disability or within three months after termination of employment
without cause), this Stock Option shall be exercisable only by the
Recipient's Personal Representative or the person or persons to whom
the Recipient's rights under this Stock Option shall pass by the
Recipient's will, living trust agreement or by laws of descent and
distribution. For purposes hereof, the terms "disabled" or
"disability" shall be as defined in the employment practices or
policies of the Company or the applicable Subsidiary of the Company in
effect from time to time during the term hereof or, absent such
definition, then as defined in the applicable profit sharing plan of
the Company or applicable Subsidiary of the Company. Also, for
purposes hereof, the term "cause", in connection with termination by
the Company or a Subsidiary of the Company of Recipient's employment,
shall be as defined in any effective contract of employment between
the Recipient and the Company or the applicable Subsidiary, or in the
absence thereof, then as defined in current employment practices or
policies of the Company or the applicable Subsidiary in effect at the
time of such termination.
(c) This Stock Option may not be exercised at any time when its exercise
or the delivery of shares of Common Stock or other securities
thereunder would in the opinion of counsel for the Company, be in
violation of any state or federal securities laws or any regulation or
ruling of the Securities and Exchange Commission. If at any time
counsel for the Company shall determine that qualification or
registration of the Common Stock under any state or federal securities
law, or the consent or approval of any governmental regulatory
authority, is necessary or desirable as a condition of the exercise of
the Stock Option, then it may not be exercised, in whole or in part,
unless and until such qualification, registration, consent or approval
shall have been effected or obtained free of any conditions such
counsel deems unacceptable. Further, the Recipient agrees that upon
exercise of this Stock Option he or she will take the shares of Common
Stock issuable upon such exercise for investment and not with a view
toward the distribution thereof, provided that this representation
shall of no force and effect at any time when an effective
registration statement under the Securities Act of 1933, as amended,
shall be in effect with respect to the Common Stock optioned
hereunder.
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4. PAYMENT FOR SHARES. Full payment of the aggregate option price (defined
below) for shares purchased shall be made at the time of exercising the
Stock Option in whole or in part. Full payment shall be made (A) in cash,
or (B) by delivery of Common Stock of the Company having a market value
equal to the aggregate option price, (C) by a combination of payment of
cash and delivery of Common Stock of the Company in amounts such that the
amount of cash plus the market value of the Common Stock equals the
aggregate option price, or (D) by a cashless exercise upon such terms and
conditions as the Committee, in its sole and absolute discretion, shall
determine. No shares of Common Stock may be tendered in payment for the
exercise of the Stock Option if such shares were acquired through the
exercise of an Incentive Stock Option unless (a) such shares have been held
by the Recipient for at least one (1) year and (b) at least two (2) years
have elapsed since such Incentive Stock Option was granted.
5. PURCHASE PRICE FOR SHARES.
(a) The aggregate option price shall be the product of (A) the option
price per share and (B) the number of shares purchased.
(b) The option price per share of Common Stock under each Stock Option
shall be equal to the closing price for the Common Stock on the New
York Stock Exchange ("NYSE") (or on the principal securities exchange
or other market on which the Common Stock is then being traded) on the
date this Stock Option is granted (or if such closing price is not
reported on the date of grant, the last reported closing price). No
fractional shares of Common Stock of the Company may be delivered upon
the exercise of any Stock Option.
(c) Upon the exercise of a Stock Option which is subject to income tax
withholding, the Company may withhold sufficient shares of Common
Stock otherwise issuable pursuant to the option exercise required to
satisfy the Recipient's income tax liability at the highest federal,
state or local marginal tax rates, or alternatively, the Recipient may
tender sufficient shares of Common Stock to satisfy such liability.
Any such shares tendered or withheld shall be valued at the closing
market price on the date of exercise.
6. CHANGE IN CONTROL. Notwithstanding anything in this Agreement of the
contrary, in the event of a Change in Control of the Company (but not in
the event of a change in control of the Recipient's employer if said
employer is not the Company), the Recipient may, within three months of the
effective date of said Change in Control, purchase one hundred percent
(100%) of the total number of shares then unexercised to which this
Agreement relates. As used in this Section 6, Change in Control means and
shall be determined as follows:
(a) The definition of a "Change in Control" of the Company for purposes of
this Agreement shall be as determined, prospectively, from time to
time, by the Board of Directors (the "Board") pursuant to the
affirmative vote of at least two-thirds of those members of the Board
(i) who have served on the Board for at least two years prior to such
determination, and (ii) whose election, or nomination for election,
during such two-year period was approved by a vote of at least
two-thirds of the directors then in office who were directors
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at the beginning of such two-year period. Written notice of any such
determination, or modification of a previous determination, shall be
provided promptly to the Recipient.
(b) In the event that at any time during the term of this Agreement the
Board has not established a definition of "Change of Control" pursuant
to Section 6(a), for purposes of this Agreement, a "Change in Control"
of the Company shall be deemed to have occurred upon: (i) the
acquisition at any time by a "person" or "group" (as that term is used
in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (excluding, for this purpose, the
Company or any of its subsidiaries, any employee benefit plan of the
Company or any of its subsidiaries, an underwriter temporarily holding
securities pursuant to such securities, or a corporation owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the
Company) of beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act) directly or indirectly, of securities representing 25%
or more of the combined voting power in the election of directors of
the then-outstanding securities of the Company or any successor of the
Company; (ii) the termination of service as directors, for any reason
other than death, disability or retirement from the Board, during any
period of two consecutive years or less, of individuals who at the
beginning of such period constituted a majority of the Board, unless
the election of or nomination for election of each new director during
such period was approved by a vote of at least two-thirds of the
directors still in office who were directors at the beginning of the
period; (iii) approval by the stockholders of the Company of
liquidation of the Company; (iv) approval by the stockholders of the
Company and consummation of any sale or disposition, or series of
related sales or dispositions, of 50% or more of the assets or earning
power of the Company; or (v) approval by the stockholders of the
Company and consummation of any merger or consolidation or statutory
share exchange to which the Company is a party as a result of which
the persons who were stockholders of the Company immediately prior to
the effective date of the merger or consolidation or statutory share
exchange shall have beneficial ownership of less than 50% of the
combined voting power in the election of directors of the surviving
corporation following the effective date of such merger or
consolidation or statutory share exchange.
(c) Notwithstanding anything herein to the contrary, no acquisition of
beneficial ownership of securities of the Company, merger, sale of
assets or other transaction shall be deemed to constitute a Change in
Control for purposes of this Agreement if such transaction constitutes
a "Management Approved Transaction." For purposes of this Agreement, a
"Management Approved Transaction" shall be any transaction, which
would otherwise result in a Change in Control for purposes of this
Agreement in which the acquiring "person", "group" or other entity is
either beneficially owned by, or comprised of, in whole or in part,
three or more members of the Company's executive management, as such
was constituted twelve months prior to such transaction, or is
majority owned by, or comprised of, any employee benefit plan of the
Company.
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(d) Notwithstanding anything herein to the contrary, no acquisition of
beneficial ownership of securities of the Company, merger, sale of
assets or other transaction shall be deemed to constitute a Change in
Control for purposes of this Agreement if such transaction is approved
by the affirmative vote of at least two-thirds of those member of the
Board of Directors (i) who have served on the Board of Directors for
at least two years prior to such approval, and (ii) whose election, or
nomination for election, during such two-year period was approved by a
vote of at least two-thirds of the directors then in office who were
directors at the beginning of such two-year period.
7. NO STOCKHOLDER PRIVILEGES. Neither the Recipient nor any person claiming
under or through him or her shall be or have any of the rights or
privileges of a stockholder of the Company in respect of any of the Common
Stock issuable upon the exercise of this Stock Option, unless and until
certificates evidencing such shares of Common Stock shall have been duly
issued and delivered.
8. NON-TRANSFERABILITY OF OPTION. The Stock Option granted hereunder shall not
be transferable otherwise than by will, a living trust agreement under
which the Recipient is the sole beneficiary during his or her life, or the
laws of descent and distribution and shall be exercisable during the
lifetime of the Recipient only by him or her or by the trustee of such a
living trust. Except as otherwise herein provided, the Stock Option hereby
granted and the rights and privileges conferred hereby shall not be
transferred, assigned, pledged, hypothecated in any way (whether by
operation of law or otherwise) and shall not be subject to sale under
execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate, or otherwise dispose of this Stock Option, or
of any right or privilege conferred hereby, contrary to the provisions
hereof, or upon any attempted sale under any execution, attachment, or
similar process upon the rights and privileges hereby granted, then and in
any such event this Stock Option and the rights and privileges hereby
granted shall immediately become null and void.
9. ADJUSTMENT OF SHARES. If there shall be a change in the capital structure
of the Company, including but not limited to a change in the number or kind
of the outstanding shares of the Common Stock of the Company resulting from
a stock dividend or split-up, or combination or reclassification of such
shares (or of any stock or other securities into which shares shall have
been changed, or for which they shall have been exchanged), then the Board
of Directors of the Company shall make such equitable adjustments with
respect to the Stock Option, or any other provisions of the Plan, as it
deems necessary or appropriate to prevent dilution or enlargement of the
Stock Option rights hereunder or of the shares subject to this Stock
Option.
10. MERGER, CONSOLIDATION, REORGANIZATION, LIQUIDATION, ETC. If the Company
shall become a party to any corporate merger, consolidation, major
acquisition of property for stock, reorganization, or liquidation, the
Board of Directors may, acting in its absolute and sole discretion, make
such arrangements, which shall be binding upon the Recipient of unexpired
Stock Option rights, including but not limited to: (a) the substitution of
new stock options or other contractual rights of any nature for any
unexpired Stock Option then outstanding
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hereunder, (b) the assumption of any such unexpired Stock Option, (c)
termination of or payment for such Stock Option or (d) the acceleration or
immediate vesting of any such unexpired Stock Option. Notwithstanding
anything to the contrary in this or any other Section of this Agreement, no
amendment to this Agreement and no action taken by the Compensation
Committee of the Board of Directors or the Board of Directors shall be
valid or effective if, based on the advice of counsel to the Company, the
effect of such Amendment or action would be to foreclose the availability
of pooling accounting in any acquisition, merger or other reorganization to
which the Company is a party,
11. NON-COMPETITION - FORFEITURE OF GAINS. The Recipient agrees that, if he or
she "competes with the Company" within six (6) months of any date on which
a Stock Option is exercised, (regardless whether such exercise date occurs
before or after the Recipient's termination of employment), all unexercised
Stock Option rights to which the Recipient is entitled pursuant to this
Agreement shall immediately terminate and all of the "gain" resulting from
the exercise of any such Stock Option shall immediately, upon receipt of
written notice from the Company, be paid to the Company in cash. As used in
this Section 11, the terms
(a) "gain" shall mean the difference between the exercise price of any
such Stock Option and either (i) the closing price of the Common Stock
on the NYSE on the date of the Company's notice referred to above, and
(ii) if any shares of Common Stock have been sold as a result of any
such exercise, the gross proceeds resulting from such sale;
(b) "competes with the Company" shall mean
(i) employment or service as an officer, director, partner,
stockholder, proprietor, joint venturer, consultant, agent,
investor or lender or in any other capacity (other than as the
holder of not more than five percent of the total outstanding
stock of any company whose securities are traded on a regular
basis on any recognized securities exchange or national
over-the-counter market) with or to any business which then
competes with the business of the Company or any of its
subsidiaries, franchisees or licensees ("Affiliates");
(ii) solicitation, diversion or attempt to engage or hire or provide
services to any customer, client, employee or job applicant of
the Company or its Affiliates.
12. INTERPRETATION AND REGULATIONS. The Board of Directors of the Company, or
the Compensation Committee of the Board of Directors (the "Committee")
shall have the power to adopt and change rules and guidelines for
administration of the Plan. The Plan shall be administered by the Committee
which shall have the sole power to determine and interpret any provision of
the Plan or this Agreement necessary or advisable for the grant and
administration of the Stock Option granted hereby and the exercise of the
rights granted herein, and the Committee may waive or amend any provisions
hereof or take any action required or permitted hereby which is not
expressly reserved to the Board of Directors in any manner not adversely
affecting the rights granted to the recipient by the express terms hereof.
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13. NO CONTRACT OF EMPLOYMENT. Nothing contained in this Agreement shall be
construed or have the effect of creating or modifying a contract of
employment or of continuing the Recipient's employment for any period of
time.
14. SEVERABILITY. Any word, phrase, clause, sentence or other provision of this
Agreement which violates, is prohibited by or is deemed unenforceable by or
as a result of any law, court order or decision or public policy shall be
modified as necessary to avoid the violation, prohibition or defect
resulting in unenforceability and so as to make this Agreement valid and
enforceable according to its tenor as fully as possible under applicable
law and without affecting the other provisions hereof.
15. NOTICES. Any notice to be given to the Company under the terms of this
Agreement shall be addressed the Company (Attention: Treasury Department)
at 2050 Spectrum Boulevard, Fort Lauderdale, Florida 33309, or at such
other address as the Company may hereafter designate in writing to the
Recipient. Any notice to be given to the Recipient shall be addressed to
the Recipient at the address set forth on the Cover Page to this Stock
Option Agreement or at such other address as the Recipient may hereafter
designate in writing to the Company. Any such notice shall be deemed to
have been duly given when deposited in the United States mails via regular
or certified mail, addressed as aforesaid, postage prepaid.
16. EXECUTION OF THIS AGREEMENT. The Stock Option granted by this Agreement
shall not become effective until, the Cover Page(s) or a counterpart
thereof, has been executed by the Recipient. The Notice of Grant of Stock
Options and Option Agreement, together with this Agreement, shall be
construed as a single agreement.
17. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
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