ON ASSIGNMENT, INC. AMENDEDAND RESTATED CHANGE IN CONTROL SEVERANCE PLAN AND SUMMARYPLAN DESCRIPTION PlanEffective Date: February12, 2004 AsAmended and Restated: December 11, 2008

 

•      you are a regular, full-time employee of the Company and are identified on Exhibit A (to be supplied separately);

 

 

 

•      your active employment with the Company is Involuntarily Terminated (within the meaning set forth below) within the eighteen (18) month period following a Change in Control;

 

 

 

•      you execute the General Release of All Claims (a “General Release”), within five (5) business days after your termination date or, if you are age forty (40) or over, you execute the General Release, within forty-five (45) business days after your termination and any rescission period specified therein has elapsed without you having rescinded said General Release; and

 

 

 

•      you are not in one of the excluded categories listed below.

 

 

 

•     you are a temporary employee, part-time employee working fewer than 30 hours per week (no minimum number of hours shall apply to salaried employees), probationary employee or student employee hired to be placed on assignment with clients of the Company;

 

 

 

•     you have a separate change in control, severance or similar agreement or arrangement with the Company that specifically provides that you are not eligible to participate in the Plan;

 

•     you voluntarily terminate your employment, unless your termination constitutes an “Involuntary Termination” as defined below;

 

•     you are employed with a successor employer which directly or indirectly acquires (i) all or any portion of the assets or operations of the Company or any subsidiary, (ii) all or any portion of the outstanding capital stock of the Company, or (iii) fifty percent (50%) or more of the capital stock of any subsidiary of the Company. However, you would be eligible for severance benefits pursuant to the terms of the Plan upon a subsequent termination by the successor employer within 18 months following a Change in Control; or

 

 

 

•     you are dismissed for Cause, whether or not you prior to your dismissal you received notice of a termination which would otherwise qualify you for severance benefits.

 

 

 

•

A Pro-Rata Bonus;

 

 

 

•     If the Eligible Employee was the Chief Executive Officer of the Company immediately before the Change in Control:  (1) the Eligible Employee will receive 300% of the Eligible Employee’s Annual Base Pay and Target Bonus; (2)  for eighteen months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)1, and (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for employees of the Company (or any successor) generally for the medical, dental and/or vision coverage the Eligible Employee had elected under the Company’s group health plan at the time of the Eligible Employees Separation from Service, for eighteen months (rounded up, if applicable, to the next full month). For clarification and avoidance of doubt, if the Eligible Employee is not covered under the medical, dental and/or vision portions of the Company’s (or any successor’s group health plan as of the date of Separation from Service, then the Eligible Employee is not eligible for this additional payment.

 

•     If the Eligible Employee was an executive vice president and Chief Operating Officer of the Company immediately before the Change in Control:  (1)  275% of the Eligible Employee’s Annual Base Pay and Target Bonus; (2) for eighteen months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under COBRA1; and (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for employees of the Company (or any successor) generally for the medical, dental and/or vision coverage the Eligible Employee had elected under the Company’s group health plan at the time of the Eligible Employees Separation from Service, for eighteen months (rounded up, if applicable, to the next full month). For clarification and avoidance of doubt, if the Eligible Employee is not covered under the medical, dental and/or vision portions of the Company’s (or any successor’s group health plan as of the date of Separation from Service, then the Eligible Employee is not eligible for this additional payment.

 

•     If the Eligible Employee was an executive vice president and Chief Financial Officer of the Company immediately before the Change in Control:  (1) 250% of the Eligible Employee’s Annual Base Pay and Target Bonus;  (2) for eighteen months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under COBRA1; and (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for employees of the Company (or any successor) generally for the medical, dental and/or vision coverage the Eligible Employee had elected under the Company’s group health plan at the time of the Eligible Employees Separation from Service, for eighteen months (rounded up, if applicable, to the next full month). For clarification and avoidance of doubt, if the Eligible Employee is not covered under the medical, dental and/or vision portions of the Company’s (or any successor’s group health plan as of the date of Separation from Service, then the Eligible Employee is not eligible for this additional payment.

 

 

 

•     If the Eligible Employee was a senior vice president of the Company and/or president of a division of the Company (whether or not an executive officer) immediately before the Change in Control:  (1) 200% of the Eligible Employee’s Annual Base Pay and Target Bonus; (2) for eighteen months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under COBRA1; and (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for employees of the Company (or any successor) generally for the medical, dental and/or vision coverage the Eligible Employee had elected under the Company’s group health plan at the time of the Eligible Employees Separation from Service, for eighteen months (rounded up, if applicable, to the next full month). For clarification and avoidance of doubt, if the Eligible Employee is not covered under the medical, dental and/or vision portions of the Company’s (or any successor’s group health plan as of the date of Separation from Service, then the Eligible Employee is not eligible for this additional payment.

 

 

 

•     If the Eligible Employee was a vice president or corporate controller (whether or not an executive officer), of the Company immediately before the Change in Control: (1) 75% of the Eligible Employee’s Annual Base Pay and Target Bonus; (2) for eighteen months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under COBRA1; and (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for employees of the Company (or any successor) generally for the medical, dental and/or vision coverage the Eligible Employee had elected under the Company’s group health plan at the time of the Eligible Employees Separation from Service, for eighteen months (rounded up, if applicable, to the next full month). For clarification and avoidance of doubt, if the Eligible Employee is not covered under the medical, dental and/or vision portions of the Company’s (or any successor’s group health plan as of the date of Separation from Service, then the Eligible Employee is not eligible for this additional payment.;

 

 

 

•     1 month of the Eligible Employee’s Annual Base Pay and Incentive Compensation for each year or partial year of service to the Company as an employee, up to a maximum of 6 months of Annual Base Pay, with a minimum of two months of Annual Base Pay, if the Eligible Employee was a “director,” “assistant-director,” “manager,” “regional manager,” or “Senior Staffing Consultant” immediately before the Change in Control;

 

 

 

•     1 month of the Eligible Employee’s Annual Base Pay for each year or partial year of service to the Company as an employee, up to a maximum of 3 months of Annual Base Pay, with a minimum of one month of Annual Base Pay, if the Eligible Employee was an exempt employee of the Company (other than those employees described above) immediately before the Change in Control; or

 

 

 

•     1 week of the Eligible Employee’s Annual Base Pay for each year or partial year of service to the Company as an employee, up to a maximum of 3 months of Annual Base Pay, with a minimum of one week of Annual Base Pay, for all other Eligible Employee not included in the above categories.

 

 

1.

a change in the ownership of Company whereby one person, or more than one person acting as a group, acquires ownership of the outstanding voting stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(v).  If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the Company’s stock, or to have effective control of the Company within the meaning of part 2 of the definition, and such person or group acquires additional stock of the Company, the acquisition of the additional stock shall not be considered to cause a change in the ownership of the Company; or

2.

a change in the effective control of the Company whereby one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) ownership of Company stock possessing 30% or more of the total voting power of the Company stock, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi).  However, if a person or group is considered to possess 30% or more of the total voting power of the stock of the Company, and such person or group acquires additional stock of the Company, the acquisition of additional stock by such person or group shall not be considered to cause a change in the effective control of Company ; or

3.

a change in the effective control of the Company whereby a majority of the members of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or election, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi).  In determining whether the event described in the preceding sentence has occurred, the Company to which the event must relate shall only include a corporation identified in accordance with Treas. Reg. §1.409A-3(i)(5)(ii) for which no other corporation is a majority shareholder; or

 

4.          a change in the ownership of a substantial portion of the assets of the Company, whereby any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all Company assets immediately before such acquisition or acquisitions, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii).  A transfer of assets shall not be treated as a change in the ownership of a substantial portion of the assets when such transfer is made to an entity that is controlled by the shareholders of the Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B)..

(C)

upon your resignation in the case of an employee who was an executive officer or vice president immediately before the applicable Change in Control following a change in the employee’s position with the Company (or, if applicable, with the successor entity) that is effected without the employee’s consent and materially reduces his or her level of responsibility or authority.

2.

Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator.  The Plan Administrator may make a reasonable charge for the copies.

4.

File suit in a federal court, if you, as a participant, request materials and do not receive them within thirty (30) days of your request.  In such a case, the court may require the Plan Administrator to provide the materials and to pay you a fine of up to $110 for each day’s delay until the materials are received, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

Name of Plan:

On Assignment, Inc. Change in Control Severance Plan

Company Sponsoring Plan:

On Assignment, Inc.

26651 West Agoura Road

Calabasas, California  91302

Employer Identification Number:

95 ###-###-####

Plan Number:

505

Plan Year:

The calendar year; the first plan year is a short plan year starting February 12, 1998 and ending December 31, 1998

Plan Administrator:

On Assignment, Inc.

26651 West Agoura Road

Calabasas, California 91302

(818) 878-7900

Agent for Service of Legal Process:

Plan Administrator

Type of Plan:

Severance Plan/Employee Welfare Benefit Plan

Plan Costs:

The cost of the Plan is paid by On Assignment, Inc.

 

•                  Category 1.

 

 

 

•                  Category 2.

 

•                  Category 3.

 

 

 

•                  Category 4.  Eligible Employee who was a senior vice president of the Company and/or president of a division of the Company (whether or not an executive officer) immediately before the Change in Control;

1.  

Emmett McGrath

2.  

Michael Payne

3.  

Mark Brouse

4.  

Michael McGowan

 

 

 

•                  Category 5.  Eligible Employee who was a vice president or corporate controller (whether or not an executive officer), of the Company immediately before the Change in Control;

1.  

Christina Gibson

2.  

Karen Keppel

3.  

Carol McNamara

4.  

Angela Kolarek

5.  

Samanthe Beck

·  

Category 6.  Eligible Employee who was a “director” or an “assistant-director” immediately before the Change in Control.

1.  

Dave Garaway

2.  

Jeffrey Hanestad

3.  

Michael Leroy

4.  

Eric Radke

5.  

Tarini Ramaprakash