Exhibit 10.1
SPHERION
CORPORATION
RESTRICTED STOCK UNIT
AGREEMENT
This Restricted
Stock Unit Agreement (the “ Agreement ”) is
entered into as of the 27 th day of August, by
and between SPHERION CORPORATION (the “ Company
”) and Roy G. Krause (“ Recipient
”).
W
I T N E S S E T H :
WHEREAS , the Company has adopted the
Spherion Corporation 2006 Stock Incentive Plan (the “
Plan ”), which is administered by a Committee
appointed by the Company’s Board of Directors; and
WHEREAS , the Board has granted to Recipient
an award of restricted stock units under the terms of the Plan to
encourage Recipient’s continued loyalty and diligence (the
“ Award ”); and
WHEREAS , to comply with the terms of the
Plan and to further the interests of the Company and Recipient, the
parties hereto have set forth the terms of such award in writing in
the Agreement;
NOW, THEREFORE
, for and in consideration
of the mutual promises herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1.
Stock Award
.
(a)
General . Subject to
the restrictions and other conditions set forth herein, the Company
hereby grants to Recipient an award of 200,000 shares of the Common
Stock $.01 par value, of the Company (the “Common
Stock”), which shares may be issued upon satisfaction of the
terms and conditions, including the vesting conditions, set forth
herein. Such shares are hereinafter referred to as the
“Restricted Stock Units.”
(b)
Background . the
Restricted Stock Units were awarded to Recipient on August 27,
2007, (the “ Grant Date ”).
2.
Vesting
Restrictions .
The Restricted
Stock Units shall vest in accordance with the schedule set forth
below, provided that (a) the Recipient remains employed by the
Company or its subsidiaries on such dates:
|
|
Date
|
|
Percent of Shares
Vested
|
|
|
|
August 27,
2010
|
|
100%
|
|
3.
Forfeiture Upon Termination of
Employment .
If Recipient is no
longer employed by the Company or any of its subsidiaries for any
reason, any Restricted Stock Units that are not then vested under
Section 2 shall be immediately forfeited, and Recipient shall have
no rights in such Restricted Stock Units.
1
4.
Delivery of Deferred
Restricted Stock Units .
(a)
General . Except as provided in subsection (b) below,
the Company shall instruct its transfer agent to issue a stock
certificate representing that number of vested shares of Common
Stock issuable upon vesting of the Restricted Stock Units, in the
name of Recipient, within ninety (90) days after the vesting of
such Restricted Stock Units.
(b)
Deferred Delivery . Recipient may elect to defer the
receipt of the shares issuable upon vesting of Restricted Stock
Units beyond such vesting date. Such election must
be completed no later than the date of this Award by
completing an election form which has been approved by the
Committee. In a
