Exhibit
10.2
AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS
AMENDMENT, dated as of the 31st day of December, 2008, is by and
between SPHERION CORPORATION, a Delaware corporation (hereinafter
referred to as the " Company "), and Mark W. Smith
(hereinafter the " Executive ").
RECITALS
A.
The Executive currently serves as the Company's Executive Vice
President and Chief Financial Officer, and his 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 November 30, 2003, as amended March 9,
2005, (the " Employment Agreement" ).
C.
The Company and the Executive desire to amend the Employment
Agreement to conform with the requirements of the final regulations
under Code Section 409A upon the terms and subject to the
conditions hereinafter set forth.
TERMS AND
CONDITIONS
1. The
final paragraph of Section 8(c) is amended to read as
follows:
The
payment of the severance payment provided under Section 8(c)(i) as
well as any and all 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 contained herein:
(ii) the Executive's timely execution and delivery of a full
release and settlement of any and all claims against the Company;
and (iii) the Executive's timely execution and delivery of a
non-dispar
