AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT TO EMPLOYMENT
AGREEMENT (the “Agreement”) is entered into as of
December 30 , 2008 between Kforce Inc., a Florida
corporation (the “Employer” or the
“Company”) and Howard Sutter (the
“Executive”).
BACKGROUND
The Executive and the Employer are
parties to that certain Employment Agreement dated effective
July 1, 2003 ( the “ Employment Agreement
“). The Employment Agreement has been continually operated in
compliance with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended, and the rules,
regulations, and transitional guidance promulgated thereunder and
with respect thereto (collectively, “ Section 409A
”). In order to ensure that the Employment Agreement complies
in form with Section 409A, the Executive and the Employer wish
to amend the Employment Agreement in the manner herein
provided.
Accordingly, in consideration of the
foregoing, and of the respective agreements of the parties herein,
the Employer and the Executive agree as follows:
TERMS
1. The following sentence is added
to the Employment Agreement as the last sentence in
Section 5(c):
“Any such reimbursement for
additional tax liabilities shall be paid no later than the end of
the calendar year following the calendar year in which the
Executive or Executive’s Beneficiaries remit the related
taxes.”
2. Section 5(e) of the
Employment Agreement is amended in its entirety to read as
follows:
“(e) Definition of
Disability . As used in this Agreement, the term
“Disability” means the Executive meets one of the
following requirements:
(i) The Executive is unable to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a
continuous period of not less than twelve months; or
(ii) The Executive is, by reason of
any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a
continuous period of not less than twelve months, receiving income
replacement benefits for a period of not less than three months
under an accident and health plan covering employees of the
Employer.
3. Section 5(f) of the
Employment Agreement is deleted.
4. The first sentence of Section 7 is
amended in its entirety to read as follows:
“On the Date of Termination of
the Executive’s employment under this Agreement for any
reason whatsoever, the Executive’s Base Salary will cease
thereafter to accrue except as specifically provided in Sections 5,
6 or 9 and the Executive (or in the event of Executive’s
death, Executive’s designated beneficiaries,
Executive’s personal representative, or the executor or
administrator of Executive’s estate (Executive’s
“Beneficiaries”) will be entitled to such rights and
benefits under the Employer’s compensation and benefit plans,
policies and arrangements in which the Executive is then a
participant as may be provided for under such plans, policies and
arrangements (which shall not be modified adversely to the
Executive or Executive’s Beneficiaries after
Executive’s Date of Termination).”
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