Exhibit
10.3
AMENDMENT TO RESTATED EMPLOYMENT
AGREEMENT
THIS
AMENDMENT, dated as of the 16th day of December, 2008, is by and
between SPHERION CORPORATION, a Delaware corporation (hereinafter
referred to as the " Company "), and William J. Grubbs
(hereinafter the " Executive ").
RECITALS
A. The Executive
currently serves as the Company's Executive Vice President and
Chief Operating 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 February 21, 2006, as amended February 20, 2007 (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 de
