2009 ANNUAL INCENTIVE AWARD
TARGETS
The following
sets forth On Assignment, Inc.’s (the “Company”)
annual incentive awards (the “Bonus Program”) for the
executive officers named below, (collectively
“Participants” and individually a
“Participant”) with respect to 2009
performance.
Each
determination provided for in the Plan and/or the Bonus Program
shall be made by the Compensation Committee of the Board of
Directors (the “Committee”) under such procedures as
may from time to time be prescribed by the Committee and shall be
made in the sole discretion of the Committee. Any
such determinations shall be final and conclusive and binding on
all interested parties. Attainment of all
performance goals will be determined after taking into
consideration the impact of all bonuses to be paid under this Bonus
Program, meaning that if, after deducting any such bonus awards,
the resulting number is not at or above the target, the target has
not been achieved and the affected bonus will be reduced (if
necessary, to zero) as required to cause the attainment of such
target.
Unless
otherwise noted, the 2009 incentive compensation shall be paid to
Participants, in cash, on or prior to March 15
th of 2010, contingent upon the Participant’s
attainment of goals specified in the Bonus Program, (for the
avoidance of doubt, this deadline is intended to comply with the
“short-term deferral” exemption from the application of
Section 409A).No payments shall be made to a Participant under the
Bonus Program unless and until the Committee shall have certified
in writing the attainment of the applicable performance
goals.
For purposes of
the Plan, the following definitions shall apply:
“Adjusted
EBITDA” means earnings before interest, taxes, depreciation
and amortization, but excluding gains, losses or expenses
associated with all Unusual Items (defined below).
“Cash
generation” is measured as operating cash flow, less capital
expenditure, but excluding gains, losses or expenses associated
with all Unusual Items.
“Branch
contribution” is calculated, divisionally, by branch gross
profit less branch operating expense, but excluding gains, losses
or expenses associated with all Unusual Items.
“Unusual
Items” shall mean: (i) restructurings, discontinued
operations, extraordinary items or events, and other unusual or
non-recurring charges as described in Accounting Principles Board
Opinion No. 30 and/or management’s discussion and
analysis of financial condition and results of operations appearing
or incorporated by reference in the Company’s Form 10-K
for the applicable year; (ii) a force majeure or other event either
not directly related to the operations of the Company or not within
the reasonable control of the Company’s management; (iii)
litigation (including attorneys’ fees and other litigation
expenses), judgments, settlements; (iv) changes in tax laws or
accounting standards required by generally accepted accounting
principles or changes in other such laws or provisions affecting
reported results; (v) expenses resulting from severance
arrangements with terminated employees; (vi) equity-based
compensation expenses; (vii) one-time gains or losses from the
disposal or sale of assets; and (viii) impairments of goodwill or
other intangible assets.
2009 Executive Incentive Compensation
Mike McGowan
|
|
Bonus
A : McGowan will earn an
annual incentive bonus (the “McGowan Bonus A”) equal to
up to 50% of his annual base salary (e.g. $172,500 assuming an
annual base salary of $345,000) contingent upon Oxford and/or the
Company achieving the following goals: (i) 40% (e.g.
$69,000) based upon attaining Oxford 2009 Adjusted EBITDA of no
less than $24,376,000 and (ii) 60% (e.g. $103,500)
based upon attaining consolidated 2009 Adjusted EBITDA of no less
than $54,000,000.
|
|
|
Bonus
B : McGowan will earn an
annual incentive bonus (the “McGowan Bonus B”) of up to
50% of his annual base salary determined as a linear pro ration of
the extent to which Oxford and/or the Company achieve the following
goals: (i) up to (20%) (e.g. $34,500) of the McGowan
Bonus B will be earned on a sliding scale, based on the Company
generating cash levels between $25,200,000 and $30,800,000 (i.e.
90% to 110% of Board Budget); (ii) up to 20% of the McGowan Bonus B
will be earned on a sliding scale, based on Oxford’s
attainment of a gross margin of at least 33.43% up to a maximum of
37.14% (i.e. 90% to 100%); (iii) up to 20% of the Mr. McGowan Bonus
B will be earned on a sliding scale, based on the Company’s
attainment of a consolidated gross margin of at least 27.45% up to
a maximum of 30.5% (i.e. 90% to 100%); (iv) up to 15% (e.g.
$25,875) of the McGowan Bonus B will be earned on a sliding scale,
based on Oxford’s attainment of an Adjusted EBITDA margin of
at least 11.86% up to a maximum of 13.18% (i.e. 90% to 100%); (v)
up to 15% of the Mr. McGowan Bonus B will be earned on a sliding
scale, based on the Company’s attainment of a consolidated
Adjusted EBITDA margin of at least 7.65% up to a maximum of 8.5%
(i.e. 90% to 100%); (vi) 10% (e.g. $17,250) of the McGowan Bonus B
will be earned if the Company successfully negotiates an amendment
to its existing credit facility or a complete replacement thereof.
In no event shall the McGowan Bonus B exceed 50% of his annual base
salary.
|
|
|
Performance-Vesting Restricted Stock Unit
(“RSU”) Grant : The Committee previously granted to
McGowan in 2008 1,600 RSUs, (representing the second third
of the 2008 Performance-Vesting RSUs, and, in 2009 5,879
RSUs, representing the first third of the 2009 Performance-Vesting
RSUs, which shall collectively vest as to (i) 50% of such RSUs if
the Company’s adjusted 2009 EBITDA equals or exceeds
$45,900,000 (85% of Board Budget), and (ii) up to an additional 50%
of such RSUs, determined as a linear pro ration to the extent that
2009 Adjusted EBITDA exceeds $45,900,000, up to a maximum Adjusted
EBITDA of $59,400,000. Additionally, 128 RSUs
from the first third of the 2008 Performance-Vesting RSUs granted
in 2008 that did not vest in 2008 shall roll-forward and shall vest
as a linear pro ration to the extent that 2009 Adjusted EBITDA
exceeds $45,900,000, up to a maximum Adjusted EBITDA of $59,400,000
(i.e. 110% of Board Budget). The Committee shall
determine in its sole discretion whether and how any fractional
vested RSUs will be paid. Vesting shall occur (if at
all) on the date on which the Committee certifies the level of
attainment of Company’s 2009 Adjusted EBITDA, but in no event
more than sixty days after the end of 2009.
|
2009 Executive Incentive Compensation
Emmett McGrath
|
|
Bonus
A : McGrath will earn an
annual incentive bonus (the “McGrath Bonus A”) equal to
up to 50% of his annual base salary (e.g. $158,100 assuming an
annual base salary of $316,200) contingent upon the Life Sciences
division, the Allied division and/or the Company achieving the
following goals: (i) 40% (e.g. $63,240) based upon
attaining consolidated 2009 Adjusted EBITDA of no less than
$54,000,000; (ii) 45% (e.g. $71,145) based upon attaining Life
Sciences Branch contribution of $21,305,00; and (iii) 15% (e.g.
$23,715) based upon attaining Allied Branch contribution of
$4,634,000.
|
|
|
Bonus
B : McGrath will earn an
annual incentive bonus (the “McGrath Bonus B”) of up to
50% of his annual base salary determine
|
|
