As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on April 3, 2012 and our Quarterly Report on Form 10-Q for the period ending March 31, 2012 filed with the SEC on May 7, 2012, the Board of Directors of Kforce Inc. exercised its discretion to accelerate the vesting of substantially all of the outstanding and unvested restricted stock, performance-acceleration restricted stock and alternative long-term incentive awards effective March 31, 2012. Coincident with the acceleration, the Compensation Committee of the Board of Directors (the "Committee") imposed a six-month holding requirement that extended through September 30, 2012 on all net shares affected by the acceleration. In connection with the holding requirement, each executive was required to execute a stock ownership guidelines agreement (the "Agreement") acknowledging, among other terms, the holding requirement.

As reported in our Current Report on Form 8-K filed with the SEC on June 22, 2012, a majority of our shareholders voted "against" the non-binding advisory vote for the approval of Kforce's executive compensation at the Annual Meeting of Shareholders held on June 19, 2012. On September 28, 2012 and as set forth in Amendment #1 to Stock Ownership guidelines dated September 28, 2012, attached to this Current Report on Form 8-K, the Committee amended the Agreement for David L. Dunkel, William L. Sanders and Joseph J. Liberatore, to extend the holding requirement by twelve months, or through September 30, 2013. This action taken by the Committee is part of a more comprehensive plan being directed by the Committee in response to the concerns regarding executive compensation expressed by our shareholders. The Committee believes the revised holding requirement for Messrs. Dunkel, Sanders and Liberatore more effectively maintains the original retention incentive associated with the previously unvested long-term equity incentives, and addresses some of the concerns of our shareholders.

(d) Exhibits.

The following exhibit is filed herewith:

 Exhibit
 Number    Description
 10.1      Amendment #1 to Stock Ownership Guidelines, dated September 28, 2012.