AGREEMENT AND PLAN OF MERGER among RANDSTAD NORTH AMERICA, L.P. a Delaware limited partnership; COSMO DELAWARE ACQUISITION CORP. a Delaware corporation; and; SFN GROUP, INC. a Delaware corporation; dated as of July 20, 2011Agreement and Plan of Merger • July 21st, 2011 • SFN Group Inc. • Services-help supply services • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of July 20, 2011, by and among SFN Group, Inc., a Delaware corporation (the “Company”), Randstad North America, L.P., a Delaware limited partnership (“Parent”), and Cosmo Delaware Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
AMENDMENT NO. 9 TO RIGHTS AGREEMENTRights Agreement • July 21st, 2011 • SFN Group Inc. • Services-help supply services • Delaware
This Amendment No. 9 (this “Amendment No. 9”) is entered into as of the 20th day of July, 2011 by and among SFN Group, Inc., a Delaware corporation (formerly known as Interim Services Inc. and Spherion Corporation) (the “Company”), and The Bank of New York Mellon, a New York banking corporation (“BONY”), and amends that certain Rights Agreement, dated March 17, 1994, as amended (the “Rights Agreement”), entered into by the Company and Boatmen’s Trust Company.
GUARANTEE OF RANDSTAD HOLDING NVSFN Group Inc. • July 21st, 2011 • Services-help supply services • Delaware
GUARANTEE, dated as of July 20, 2011 (this “Guarantee”), by RANDSTAD HOLDING NV (the “Guarantor”), in favor of SFN Group, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • July 21st, 2011 • SFN Group Inc. • Services-help supply services
THIS AMENDMENT (the “Amendment”), dated as of July 20, 2011, is by and between SFN GROUP, INC. (f/k/a SPHERION CORPORATION), a Delaware corporation (hereinafter referred to as the “Company”), and Roy G. Krause (hereinafter the “Executive”).
