Spherion Corporation Common Stock Certificate and Rights Agreement Reference

Summary

This document certifies that the named holder owns fully paid shares of Spherion Corporation common stock, which are transferable according to the company's bylaws and Delaware law. The certificate also references certain rights under a separate Rights Agreement with The Bank of New York, which may affect the holder's rights under specific circumstances. The certificate must be properly endorsed and registered to be valid, and the rights may be redeemed, expire, or be separated from the certificate as detailed in the referenced agreement.

EX-4.1 3 a2041046zex-4_1.txt EXHIBIT 4.1 EXHIBIT 4.1 COMMON STOCK COMMON STOCK [PICTURE OF SPHERION CORPORATION STAFF] NUMBER SHARES S INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 848420 10 5 SPHERION CORPORATION THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH, OF THE COMMON STOCK OF SPHERION CORPORATION TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY, ARE ISSUED AND SHALL BE HELD SUBJECT TO ALL THE PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE CORPORATION, AND ALL AMENDMENTS THERETO, TO ALL OF WHICH THE HOLDER BY ACCEPTING THIS CERTIFICATE ASSENTS. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED AND REGISTERED BY THE TRANSFER AGENT AND REGISTRAR. WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS. [SEAL OF SPHERION CORPORATION] American Bank Note Company DATED: COUNTERSIGNED AND REGISTERED: THE BANK OF NEW YORK TRANSFER AGENT AND REGISTRAR, BY /s/ Lisa G. Iglesias GENERAL COUNSEL, VICE PRESIDENT /s/ Raymond Marcy AUTHORIZED SIGNATURE AND SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER [SPHERION LOGO] THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON THE FACE OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY WERE WRITTEN OUT IN FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS: TEN COM -AS TENANTS IN COMMON UNIF GIFT MIN ACT-_______CUSTODIAN_______ TEN ENT -AS TENANTS BY THE ENTIRETIES (CUST) (MINOR) JT TEN -AS JOINT TENANTS WITH RIGHT OF UNDER UNIFORM GIFTS TO MINORS SURVIVORSHIP AND NOT AS TENANTS ACT__________________________ IN COMMON (STATE) TOD -TRANSFER ON DEATH DIRECTION IN EVENT OF OWNER'S DEATH, TO PERSON NAMED ON FACE AND SUBJECT TO TOD RULES REFERENCED ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST. FOR VALUE RECEIVED______________________HEREBY SELL, ASSIGN AND TRANSFER UNTO PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _______________________________________________ _______________________________________________ _______________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE _______________________________________________________________________________ _______________________________________________________________________________ _________________________________________________________________________SHARES OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT ________________________________________________________________________ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES. DATED X___________________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. X___________________________________________ ___________________________________________ THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN SPHERION CORPORATION (THE "COMPANY") AND THE BANK OF NEW YORK (THE "RIGHTS AGENT"), DATED AS OF MARCH 17, 1994, AS AMENDED (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE REDEEMED, MAY EXPIRE, OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, RIGHTS ISSUED TO OR HELD BY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.