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:
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• you
are a regular, full-time employee of the Company and are identified
on Exhibit A (to be supplied separately);
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• 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;
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• 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elapsed without you having rescinded said General Release;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
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• you
are not in one of the excluded categories listed
below.
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Excluded Categories of
Employees
You are
not eligible for severance benefits under this Plan
if:
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• 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;
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• 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;
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• 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
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• 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.
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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:
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• 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 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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• 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
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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• 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 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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• 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 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 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;
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• 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
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• 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
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