



 
ON ASSIGNMENT, INC.
 
 
 AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE PLAN
 
 
 AND
 
 
 SUMMARY PLAN DESCRIPTION
 


Plan Effective Date:  February 12, 2004
 As Amended and Restated:  December 11, 2008
 
The On Assignment, Inc. Change in Control Severance Plan (the “Plan”) is
primarily designed to provide eligible employees of On Assignment, Inc. (the
“Company”) whose employment is terminated on or after February 12, 2004 with
separation pay in the event of an involuntary termination.
 
This Plan is designed to be an “employee welfare benefit plan,” as defined in
Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”).  This Plan is governed by ERISA and, to the extent applicable, the
laws of the State of California.  This document constitutes both the official
plan document and the required summary plan description under ERISA.
 


I.           ELIGIBILITY
 
You will be an Eligible Employee for purposes of receiving severance benefits
under the Plan if:
 
 
•      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has elapsed without you having rescinded said General Release; and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.

 
 

Excluded Categories of Employees


You are not eligible for severance benefits under this Plan if:
 
 
•     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;


 
 

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•     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.



II.           HOW THE PLAN WORKS


If you are eligible for severance benefits under the Plan, the amount of your
severance pay will be determined in accordance with the guidelines set forth
below, subject to the Golden Parachute Tax limitation set forth below.  Subject
to the Potential Six Month Delay set forth below, you will receive your
severance pay in a lump-sum payment (with appropriate taxes deducted or
withheld) which will be made as soon as administratively practicable after you
experience a separation from service within the meaning of Section
409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended, and Treasury
Regulation Section 1.409A-1(h) (a “Separation from Service”) as a result of your
Involuntary Termination within 18 months after a Change in Control, but in no
event later than 30 days following the date of your Separation from Service,
subject in all cases to the Company’s receipt of your executed General Release
and the expiration of any rescission period applicable to your executed General
Release.
 
 

Severance Guidelines
 
If your employment is Involuntarily Terminated within eighteen (18) months after
a Change in Control and you are an Eligible Employee, you will be paid all
Accrued Compensation and the following severance pay:
 
 
•
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.






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1 A separate election form and notice outlining continuation coverage under
COBRA will be provided to the Eligible Employee (and, if applicable, his or her
eligible dependents) and must be timely returned to effect enrollment.

 
 

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•     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.






 
 

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•     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.

 
 

Accrued Compensation shall mean an amount which shall consist of all amounts
earned or accrued through the termination date but not paid as of the
termination date including (i) Annual Base Pay, (ii) reimbursement for
reasonable and necessary expenses incurred by you on behalf of the Company
during the period ending on the termination date, (iii) vacation and sick leave
pay (to the extent provided by Company policy or applicable law), and (iv)
incentive compensation (if any) earned in respect of any period ended prior to
the termination date.  It is expressly understood that incentive compensation
shall have been “earned” as of the time that the conditions to such incentive
compensation have been met, even if not calculated or payable at such time.
 
Annual Base Pay generally means your annualized base salary at the rate in
effect during the last regularly scheduled payroll period immediately preceding
the occurrence of the Change in Control and does not include, for example,
bonuses, overtime compensation, incentive pay, fringe benefits, sales
commissions or expense allowances.
 







 
 

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Cause means your willful breach of duty unless waived by the Company (which
willful breach is limited to your deliberate and consistent refusal to perform
your duties or the deliberate and consistent refusal to conform to or follow any
reasonable policy adopted by the Company provided you have had prior written
notice of such refusal and an opportunity of at least thirty (30) days to cure
such refusal), your unauthorized use or disclosure of confidential information
or trade secrets of the Company, your breach of non-competition or
non-solicitation agreements, your conviction of a felony under the laws of the
United States or any state thereof, or your gross negligence.
 
Change in Control shall be deemed to occur upon the consummation of any of the
following transactions:
 
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)..



Incentive Compensation shall mean 100% of the commission, bonus or other
incentive-type pay paid to you (excluding stock options) for the fiscal year
immediately preceding the Change in Control.


Involuntary Termination shall mean the termination of your employment with the
Company (or, if applicable, successor entity) other than by reason of death or
disability:
 
(A)           involuntarily upon your discharge or dismissal other than for
Cause, or

 
 

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(B)
upon your resignation following (I) a reduction in your level of Annual Base Pay
or any Target Bonus, (II) a material reduction in your benefits or (III) a
relocation of your place of employment which is more than 35 miles from your
place of employment prior to the Change in Control, such that it constitutes a
material change in the geographic location at which you must perform services
(within the meaning of Section 409A), provided and only if such change or
reduction is effected without your written concurrence, or



(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.



Pro Rata Bonus means an amount equal to 100% of the target bonus that you would
have been eligible to receive for the Company’s fiscal year in which your
employment terminates following a Change of Control, multiplied by a fraction,
the numerator of which is the number of days in such fiscal year through the
Termination Date and the denominator of which is 365.
 
Target Bonus shall mean the bonus which would have been paid to you for full
achievement of specific performance objectives pertaining to the business of the
Company or any of its specific business units or divisions, or to individual
performance criteria applicable to you, which objectives have been established
by the Board of Directors (or the Compensation Committee thereof) for the year
in question.  “Target Bonus” shall not mean the “maximum bonus” which you might
have been paid for overachievement of such performance objectives or criteria or
any purely discretionary bonus.
 
Golden Parachute Tax Gross-Up
 
In the event that any payment or benefit made or provided to or for your benefit
in connection with this Plan and/or your employment with the Company or the
termination thereof (a “Payment” ) is determined to be subject to any excise tax
(“Excise Tax” ) imposed by Section 4999 of the Code (or any successor to such
Section), the Company shall pay to you, prior to the time any Excise Tax is
payable with respect to such Payment (through withholding or otherwise), an
additional amount (a “Gross-Up Payment” ) which, after the imposition of all
income, employment, excise and other taxes, penalties and interest thereon, is
equal to the sum of (i) the Excise Tax on such Payment plus (ii) any penalty and
interest assessments associated with such Excise Tax.  The determination of
whether any Payment is subject to an Excise Tax and, if so, the amount and time
of any Gross-Up Payment pursuant to this Plan shall be made by an independent
auditor (the “Auditor”) selected and paid by the Company.  The parties shall
cooperate with each other in connection with any proceeding or claim relating to
the existence or amount of any liability for Excise Tax.


Potential Six Month Delay


Notwithstanding anything to the contrary in this Plan, no compensation or
Benefits, shall be paid to you during the 6-month period following your
“separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the
Internal Revenue Code of 1986, as amended (the “Code”)) to the extent the Plan
Administrator determines Executive is a “specified employee” at the time of such
Separation from Service (within the meaning of Section 409A) and that that
paying such amounts at the time or times indicated in this Plan would be a
prohibited distribution under Section 409A(a)(2)(b)(i) of the Code and/or cause
you to incur additional taxes under Section 409A of the Code.  If the payment of
any such amounts is delayed as a result of the previous sentence, then on the
first business day following the end of such 6-month period, (or such earlier
date upon which such amount can be paid under Section 409A without being subject
to such additional taxes, including as a result of your death), the Company
shall pay you a lump-sum amount equal to the cumulative amount that would have
otherwise been payable to you during such 6-month period, without interest
thereon.



 
 

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III.           OTHER IMPORTANT INFORMATION


 Plan Administration.  As the Plan Administrator, the Company has full
discretionary authority to administer and interpret the Plan, including
discretionary authority to determine eligibility for benefits under the Plan and
the amount of benefits (if any) payable per participant. Any determination by
the Plan Administrator will be final and conclusive upon all persons.  When
benefits are due, they will be paid from the general assets of the Company.  The
Company is not required to establish a trust to fund the Plan.  The benefits
provided under this Plan are not assignable and may be conditioned upon your
compliance with any confidentiality agreement you have entered into with the
Company or upon your compliance with any Company policy or program communicated
to you in writing.
 
Claims Procedure.  If you believe you are incorrectly denied a benefit or are
entitled to a greater benefit than the benefit you receive under the Plan, you
may submit a signed, written application to the Plan Administrator within ninety
(90) days of your termination.  You will be notified of the approval or denial
of this claim within ninety (90) days of the date that the Plan Administrator
receives the claim, unless special circumstances require an extension of time
for processing the claim.  If your claim is denied, the notification will state
specific reasons for the denial and you will have sixty (60) days from receipt
of the written notification of the denial of your claim to file a signed,
written request for a review of the denial with the Plan Administrator.  This
request should include the reasons you are requesting a review, facts supporting
your request and any other relevant comments.  Pursuant to its discretionary
authority to administer and interpret the Plan and to determine eligibility for
benefits under the Plan, the Plan Administrator will generally make a final,
written determination of your eligibility for benefits within sixty (60) days of
receipt of your request for review.
 
Plan Terms.  Except as otherwise set forth herein, this Plan supersedes any and
all prior separation, severance and salary continuation arrangements, programs
and plans which were previously offered by the Company for the purpose of paying
benefits to any Eligible Employee upon a termination following a Change in
Control, including pursuant to an employment agreement or offer letter.  Nothing
in this Plan shall affect an Eligible Employee’s right to severance benefits
under circumstances not involving a termination following a Change in Control. 
In no event, however, shall any individual receive severance benefits under both
this Plan and any other separation, severance pay or salary continuation
program, plan or other arrangement with the Company.


Plan Amendment or Termination.  The Company reserves the right to terminate or
amend the Plan at any time upon the vote of a two-thirds majority of the Board
of Directors; provided, however, that no amendment which materially impairs the
rights of an Eligible Employee under the Plan may be made after the occurrence
of a Change in Control or after discussions have commenced with another entity
which results in the occurrence of a Change in Control within 270 days of when
such discussions commenced.  Any termination or amendment of the Plan may be
made effective immediately with respect to any benefits not yet paid, whether or
not prior notice of such amendment or termination has been given to affected
employees.
 
Taxes.  The Company will withhold all applicable taxes and other payroll
deductions from any payment made pursuant to this Plan.
 
No Right To Employment.  This Plan does not provide you with any right to
continue employment with the Company or affect the Company’s right, which right
is hereby expressly reserved, to terminate the employment of any individual at
any time for any reason with or without Cause.
 


IV.           STATEMENT OF ERISA RIGHTS


As a participant in the Plan, you are entitled to certain rights and protections
under the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”).  ERISA provides that all Plan participants shall be entitled to: 

 
 

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1.
Examine, without charge, at the Plan Administrator’s office, all Plan documents,
including all documents filed by the Plan with the U.S. Department of Labor.



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.



3.             Receive a summary of the Plan’s annual financial report.


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.



In addition to creating rights for certain employees of the Company under the
Plan, ERISA imposes obligations upon the people who are responsible for the
operation of the Plan.  The people who operate the Plan (called “fiduciaries”)
have a duty to do so prudently and in the interest of the Company’s employees
who are covered by the Plan.
 
No one, including your employer or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining a benefit to
which you are entitled under the Plan or from exercising your rights under
ERISA.
 
If your claim for a severance benefit is denied or ignored, in whole or in part,
you have a right to file suit in a federal or a state court.  If Plan
fiduciaries are misusing the Plan’s assets (if any) or if you are discriminated
against for asserting your rights, you may seek assistance from the U.S.
Department of Labor or file suit in a federal court.  The court will decide who
should pay court costs and legal fees.  If you are successful in your lawsuit,
the court may, if it so decides, order the party you have sued to pay your legal
costs, including attorney fees.  However, if you lose, the court may order you
to pay these costs and fees, for example, if it finds that your claim or suit is
frivolous.
 
If you have any questions about the Plan, this statement or your rights under
ERISA, you should contact the Plan Administrator or the nearest Area Office of
the  Employee Benefits Security Administration, listed in your telephone
directory, or the Division of Technical Assistance and Inquiries, Employee
Benefits Security Administration, U.S. Department of Labor, 200 Constitution
Avenue, N.W., Washington, D.C. 20210
 


V.  
SECTION 409A





The payments and benefits provided hereunder are intended to be exempt from or
compliant with the requirements of Section 409A.  Notwithstanding any provision
of this Plan to the contrary, in the event that following the effective date
hereof, the Company reasonably determines that any payments or benefits
hereunder are not either exempt from or compliant with the requirements of
Section 409A, the Company reserves the right (without any obligation to do so or
to indemnify you for failure to do so), in its discretion, to amend this Plan,
or adopt such other policies and procedures (including amendments to policies
and procedures with retroactive effect), or take any other actions, that the
Company reasonably determines to be necessary or appropriate (i) to preserve the
intended tax treatment of the payments and benefits provided hereunder, to
preserve the economic benefits with respect to such payments and benefits,
and/or to avoid less favorable accounting or tax consequences and/or (ii) to
exempt such payments and benefits from Section 409A or to comply with the
requirements of Section 409A and thereby avoid the application of penalty taxes
thereunder.


To the extent that any reimbursements hereunder constitute taxable compensation
to you, such reimbursements shall be made to you promptly, but in no event after
December 31st of the year following the year in which the expense was incurred,
the amount of any such amounts reimbursed in one year shall not affect the
amount eligible for reimbursement in any subsequent year, and your right to
reimbursement of any such expenses shall not be subject to liquidation or
exchange for any other benefit.


 
 

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ADDITIONAL PLAN INFORMATION
 
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:
 
95-4023433
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
9372463515
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.

 


 

 
 

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Exhibit A
 


 
•                  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

5.  
Thomas McKenna

 
 

 
•                  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.  
Tarini Ramaprakash

6.  
James Jandl

7.  
Dean Burdett





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



1.  
Dave Garaway

2.  
Michael Leroy

3.  
Eric Radke






 
 

--------------------------------------------------------------------------------

 

{'dataset': 'atticus_contracts'}