Exhibit 10.1
January 9, 2009
Stephen McMahan
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Re: Separation Terms and
Release
Dear Steve:
This letter confirms the agreement
between you and Kforce Inc., on behalf of itself and all
subsidiary, predecessor and affiliated companies, regarding your
separation from the Company effective February 15, 2009. Your
last day in the office will be January 15, 2009.
In exchange for the release of
claims set forth below, the Company agrees to pay you a severance
payment of $623,750 and retain you on the payroll through
February 15, 2009, on which date you will fully vest in 15,528
shares of restricted Kforce stock, which will be awarded to you at
that time. You agree that, but for this Agreement, you would not
otherwise be entitled to receive the foregoing.
You will also receive an eventual
distribution or rollover of vested Kforce 401k funds, according to
your instructions and as permitted by the Plan and applicable law.
You will not receive any additional retirement benefits. You will
not receive any bonus or incentive compensation.
You will be entitled to continue
your health insurance pursuant to COBRA.
You will have 90 days from your last
day on the payroll to exercise any outstanding and vested stock
options.
In consideration for receiving the
severance payment and extended employment described above, you
waive and release and promise never to assert any and all claims or
causes of action, whether or not now known, against the Company or
its predecessors, successors, or past or present subsidiaries,
officers, directors, agents, employees, assigns and employee
benefit plans, with respect to any matter, including but not
limited to, any matter related to your employment with the Company
or the termination of that employment, including, without
limitation, any and all claims for wages, bonuses, severance,
benefits (including retirement or disability benefits), expenses
beyond those called for in this Agreement, wrongful discharge,
emotional distress, defamation, fraud, breach of contract, breach
of the covenant of good faith and fair dealing, as well as any and
all claims of discrimination or harassment based on sex, age
(including the Age Discrimination in Employment Act, as amended,
and all related or similar federal, state and local laws protecting
older workers from discrimination), race, national origin,
disability or on any other basis, including claims brought under
Title VII of the Civil Rights Act of 1964, as amended, the
Americans with Disabilities Act, or any other state and local laws
and regulations relating to employment or employment
discrimination.
In consideration of this agreement,
Kforce releases you from any and all claims or causes of action,
whether or not now known, except claims or causes of action arising
out of misconduct amounting to fraud, breach of fiduciary duty, or
actions that constitute a felony. Kforce knows of no such claims or
causes of action at this time. Kforce further agrees that its
obligations to indemnify you for your actions as an officer of the
Company shall not be impaired or limited by virtue of this
agreement or your separation from the Company.
This Agreement constitutes a
settlement of disputed matters. Nothing contained in this Agreement
shall c
