Exhibit 10.01
THIRD AMENDMENT TO THE ON
ASSIGNMENT, INC.
RESTATED 1987 STOCK OPTION
PLAN
THIS THIRD AMENDMENT TO THE ON
ASSIGNMENT, INC. RESTATED 1987 STOCK OPTION PLAN, made as of
December 11, 2008 (this “ Third Amendment
”), is made and adopted by On Assignment, Inc., a
Delaware corporation (the “ Company ”).
Capitalized terms used but not otherwise defined herein shall have
the respective meanings ascribed to them in the Plan (as defined
below).
WHEREAS, the Company maintains the
On Assignment, Inc. Restated 1987 Stock Option Plan, as
amended and restated April 7, 2006 and further amended on
January 23, 2007 and April 17, 2007 (the “
Plan ”);
WHEREAS, pursuant to
Section 5.3 of the Plan, the Plan may be amended from time to
time by the Company’s Board of Directors (the “
Board ”); and
WHEREAS, the Board desires to amend
the Plan as set forth herein.
NOW, THEREFORE, BE IT RESOLVED, that
the Plan be amended as follows, effective as of December 11,
2008:
1.
Plan Section 2.3
. Section 2.3 of the Plan
is hereby deleted and replaced in its entirety with the
following:
“2.3
“Award” means a grant of an Option, Stock
Appreciation Right, Restricted Stock, Stock Unit, Dividend
Equivalent Right or cash award under the Plan.”
2.
Plan Section 2.11
. Section 2.11 of the
Plan is hereby deleted and replaced in its entirety with the
following:
“2.11
“Corporate Transaction” means (i) the
dissolution or liquidation of the Company or a merger,
consolidation, or reorganization of the Company with one or more
other entities in which the Company is not the surviving entity,
(ii) a sale of all or substantially all of the assets of the
Company to another person or entity, or (iii) any transaction
(including without limitation a merger, consolidation or
reorganization in which the Company is the surviving entity) which
results in any person or entity (other than persons who are
shareholder or Affiliates immediately prior to the transaction)
owning 50% or more of the combined voting power of all classes of
stock of the Company; provided, however , that
notwithstanding anything herein or in any Award Agreement to the
contrary, if a Corporate Transaction constitutes a payment event
with respect to any Award which provides for a deferral of
compensation that is subject to Section 409A of the Code, the
transaction or event described in subsection (i), (ii) or
(iii) must also constitute a “change in control
event,” as defined in Treasury Regulation
§1.409A-3(i)(5) in order to constitute a Corporate
Transaction for purposes of payment of such
Award.”
3.
Plan Section 2.14
. Section 2.14 of the
Plan is hereby deleted and replaced in its entirety with the
following:
“2.14
“Disability” means the Grantee is unable to
perform each of the essential duties of such Grantee’s
position by reason of a medically determinable physical or mental
impairment which is potentially permanent in character or which can
be expected to last for a continuous period of not less than 12
months; provided, however , that, with respect to
rules regarding expiration of an Incentive Stock Option
following termination of the Grantee’s Service, Disability
shall mean the Grantee is unable to engage in any substantial
gainful activity by reason of a medically determinable physical or
mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of
not less than 12 months; provided, further , that
notwithstanding anything herein or in any Award Agreement to the
contrary, if a Disability constitutes a payment event with respect
to any Award which provides for a deferral of compensation that is
subject to Section 409A of the Code, Grantee shall only
experience a Disability hereunder for purposes of the payment of
such Award if Grantee is “disabled” within the meaning
of Treasury Regulation
Section 1.409A-3(i)(4).”
4.
Plan Section 2.19
. Section 2.19 of the
Plan is hereby deleted and replaced in its entirety with the
following:
“2.19
“Fair Market Value” means, as of any date, the
value of a share of Stock determined as follows:
(i)
If the Stock is listed on any established stock exchange or a
national market system, the Fair Market Value shall be the closing
price of a share of Stock as reported in the Wall Street
Journal (or such other source as the Board may deem reliable
for such purposes) for such date, or if no sale occurred on such
date, the first trading date immediately prior to such date during
which a sale occurred;
(ii)
If the Stock is not traded on an exchange but is quoted on a
quotation system, the Fair Market Value shall be the last sale
price on such date or, if no sales occur on such date, the average
of the last bid and asked prices for the Stock on such date, or if
no prices are reported on such date, the first date immediately
prior to such date on which sales prices or bid and asked prices,
as applicable, are reported by such quotation system; or
(iii)
In the absence of an established market for the Stock, the Fair
Market Value shall be determined in good faith by the
Board.”
5.
Plan Section 2.30
. Section 2.30 f the Plan
is hereby deleted and replaced in its entirety with the
following:
“2.30
“Plan”
means this On Assignment, Inc. Restated 1987 Stock Option
Plan, as amended from time to time.”
2
6.
Plan Section 3.4
. Section 3.4 of the Plan
is hereby deleted
