Exhibit
10.5
AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS
AMENDMENT, dated as of the 9th day of December, 2008, is by and
between SPHERION CORPORATION, a Delaware corporation (hereinafter
referred to as the " Company "), and Loretta A. Penn
(hereinafter the " Executive ").
RECITALS
A. The
Executive currently serves as the Company's Senior Vice President
and Chief Service Excellence Officer, 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 July 14, 2008 (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:
Employee stock options, restricted stock and
deferred stock units (and other stock awards) are governed by the
terms of the grant documents and will terminate in accordance
therewith and are only exercisable to the extent provided therein.
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
