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2009 CEO ANNUAL INCENTIVE
AWARD TARGETS
The following
sets forth On Assignment, Inc.’s (the “Company”)
annual incentive awards (the “Bonus Program”) for Mr.
Peter Dameris, the Company’s President and Chief Executive
Officer with respect to 2009 performance. All awards
pursuant to this Bonus Program are granted under the On Assignment,
Inc. Restated 1987 Stock Option Plan (as Amended and Restated April
7, 2006) (the “Plan”) and any awards made pursuant to
Bonus Plan A and/or Bonus Plan B are intended by
the Company’s Compensation Committee (the
“Committee”) to constitute “Performance or Annual
Incentive Awards” under the Plan and “qualified
performance-based compensation” (“QPBC”) for
purposes of Internal Revenue Code Section 162(m) (“Section
162(m)”). The Committee is comprised solely of two
or more “outside directors” within the meaning of
Section 162(m). The Committee is establishing the
performance goals contained herein within the first ninety days of
the 2008 performance period applicable to the awards under this
Bonus Program.
Each
determination provided for in the Plan and/or the Bonus Program
shall be made by 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, consistent with the
requirements applicable to QPBC under Section
162(m). 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. No payments shall be made
under this Bonus Program unless and until the Committee shall have
certified in writing the attai
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