SPHERION CORPORATION DIRECTOR DEFERRED RESTRICTED STOCK UNIT AGREEMENT
EXHIBIT 99.1
This Director Deferred Restricted Stock Unit Agreement (the “Agreement”) is entered
into as of the 1st day of July, ___, by and between SPHERION CORPORATION (the
“Company”) and
_______________ (“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
(the “Committee”); and
WHEREAS, the Board has granted to Recipient an award of deferred 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
_________ shares of the Common Stock $.01 par
value, of the Company. Such shares are hereinafter referred to as the “Deferred Restricted Stock
Units.”
(b) Background. The Deferred Restricted Stock Units were awarded to Recipient on July
1, _________ (the “Grant Date”).
| 2. | Vesting Restrictions. |
The Deferred Restricted Stock Units shall vest in accordance with the schedule set forth
below, provided that the Recipient remains as a Director of the Company or its subsidiaries on such
dates:
| Date | Percent of Shares Vested | |||
_____________ |
— | % | ||
_____________ |
— | % | ||
_____________ |
— | % | ||
_____________ |
— | % | ||
| 3. | Forfeiture Upon Termination of Service. |
If Recipient’s service as a Director with the Company terminates for any reason, any Deferred
Restricted Stock Units that are not then vested under Section 2 shall be immediately forfeited, and
Recipient shall have no rights in such Deferred Restricted Stock Units.
| 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 such vested Deferred Restricted Stock
Units in the name of Recipient (or issue shares in book form) within a reasonable time after any of
the Deferred Restricted Stock Units become vested.
(b) Deferred Delivery. Recipient may elect to defer the receipt of the Deferred
Restricted Stock Units beyond the 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
addition, such election must be made in accordance with procedures established by the Committee.
The Recipient acknowledges that neither the Company nor the Committee makes any assurances as to
the tax consequences of such election nor that such election will not result in adverse tax
consequences under Section 409A of the Internal Revenue Code.
| 5. | Agreement of Recipient. |
Recipient acknowledges that certain restrictions under state or federal securities laws may
apply with respect to the Deferred Restricted Stock Units granted to Recipient pursuant to the
Award. Specifically, Recipient acknowledges that, to the extent Recipient is an “affiliate” of the
Company (as that term is defined by the Securities Act of 1933), the Deferred Restricted Stock
Units granted to Recipient as a result of the Award are subject to certain trading restrictions
under applicable securities laws (including particularly the Securities and Exchange Commission’s
Rule 144). Recipient hereby agrees to execute such documents and take such actions as the Company
may reasonably require with respect to state and federal securities laws and any restrictions on
the resale of such shares which may pertain under such laws.
| 6. | Withholding. |
Recipient shall pay an amount equal to the amount of all applicable federal, state and local
or foreign taxes which the Company is required to withhold at any time. Such payment may be made
in cash, by withholding from Recipient’s normal pay, or by delivery of shares of the Company’s
common stock (including shares issuable under this Agreement).
| 7. | Plan Provisions. |
In addition to the terms and conditions set forth herein, the Award is subject to and governed
by the terms and conditions set forth in the Plan, which is hereby incorporated by reference. Any
terms used herein with an initial capital letter shall have the same meaning as provided in the
Plan, unless otherwise specified herein. In the event of any conflict between the provisions of
the Agreement and the Plan, the Plan shall control.
| 8. | Miscellaneous. |
(a) Limitation of Rights. The granting of the Award and the execution of the
Agreement shall not give Recipient any rights to similar grants in future years or any right to be
retained in the service of the Company or any of its subsidiaries or to interfere in any way with
the right of the Company or any such Subsidiary to terminate Recipient’s services at any time as
permitted by law or the right of Recipient to terminate Recipient’s service at any time.
(b) Shareholder Rights. Recipient shall have none of the rights of a shareholder with
respect to the Deferred Restricted Stock Units until such shares have been delivered and issued to
Recipient pursuant to Section 4.
(c) Severability. If any term, provision, covenant or restriction contained in the
Agreement is held by a court or a federal regulatory agency of competent jurisdiction to be
invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions contained in the Agreement shall
remain in full force and effect, and shall in no way be affected, impaired or invalidated.
(d) Controlling Law. The Agreement is being made in Florida and shall be construed
and enforced in accordance with the laws of that state.
(e) Construction. The Agreement contains the entire understanding between the parties
and supersedes any prior understanding and agreements between them representing the subject matter
hereof. There are no representations, agreements, arrangements or understandings, oral or written,
between and among the parties hereto relating to the subject matter hereof which are not fully
expressed herein.
(f) Headings. Section and other headings contained in the Agreement are for reference
purposes only and are in no way intended to describe, interpret, define or limit the scope, extent
or intent of the Agreement or any provision hereof.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of day and year first
set forth above.
| SPHERION CORPORATION |
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| By: | ||||
| Print Name: | ||||
| Title: | ||||
| RECIPIENT |
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| By: | ||||
| Print Name: | ||||
