ex10_4.htm


    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 15th 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 determined as a linear pro ration of the extent to
      which the Life Sciences division, the Allied division and/or the Company
      achieve the following goals:  (i) up to (20%) (e.g. $31,620) of
      the McGrath 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 100% of Board Budget); (ii) up to 15% (e.g. $23,715) of the McGrath
      Bonus B will be earned on a sliding scale, based on Life Sciences
      division’s attainment of a gross margin of at least 29.19% up to a maximum
      of 32.43% (i.e. 90% to 100%);  (iii)  up to 5% (e.g.
      $7,905) of the Mr. McGrath Bonus B will be earned on a sliding scale,
      based on the Allied division’s attainment of a gross margin of at least
      27.85 up to a maximum of 30.95% (i.e. 90% to 100%); (iv) up to 20% of the
      McGrath 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%); (v) up to 11.25% (e.g. $17,786) of
      the McGrath Bonus B will be earned on a sliding scale, based on the Life
      Sciences division’s attainment of Branch contribution margin of at least
      16.24% up to a maximum of 18.05% (i.e. 90% to 100%); (vi) up to 3.75%
      (e.g. $5,929) of the McGrath Bonus B will be earned on a sliding scale,
      based on the Allied division’s attainment of Branch contribution margin of
      at least 7.53% up to maximum of 8.37% (i.e. 90% to 100%); (vii) up to 15%
      of the McGrath Bonus B will be earned on a sliding scale, based on the
      Company attaining Adjusted EBITDA margin of at least 7.65% up to a maximum
      of 8.5% (i.e. 90% to 100%).  10% of the McGrath 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
      McGrath Bonus B exceed 50% of his annual base
  salary.

            


    

    


    
      	
              ·  

            	
              Performance-Vesting Restricted
      Stock Unit (“RSU”) Grant:  The Committee previously
      granted to McGrath in 2008 5,225 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 (110% of Board
      Budget).  Additionally, 419 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.  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

    

    


    
           Jim
Brill

    

    


    
      	
              ·  

            	
              Bonus A: Brill will earn
      an annual incentive bonus (the “Brill Bonus A”) equal to 50% of his annual
      base salary (e.g. $146,880 assuming an annual base salary of $293,760)
      contingent the Company achieving consolidated 2009 Adjusted EBITDA of no
      less than $54,000,000.

            


    

    


    
      	
              ·  

            	
              Bonus B: Brill will earn
      an annual incentive bonus (the “Brill Bonus B”) of up to 50% of his annual
      base salary determined as a linear pro ration of the extent to which the
      Company achieves the following goals:  (i) up to (20%) (e.g.
      $29,376) of the Brill 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 Brill 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%); (iii) up to 40% (e.g. $58,752) of the Brill 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%); (iv) 20% of the Brill 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 Brill
      Bonus B exceed 50% of his annual base
salary.

            


    

    


    
      	
              ·  

            	
              Performance-Vesting Restricted
      Stock Unit (“RSU”) Grant:  The Committee previously
      granted to Brill in 2008 9,196 RSUs,
      (representing the second third of the 2008 Performance-Vesting RSUs, and,
      in 2009 10,347 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 (110% of Board
      Budget).  Additionally, 736 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.  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

    

    


    
          Mark
Brouse

    

    


    
      	
              ·  

            	
              Bonus A: Brouse will
      earn an annual incentive bonus (the “Brouse Bonus A”) equal to up to 37.5%
      of his annual base salary (e.g. $101,790 assuming an annual base salary of
      $271,440) contingent upon VISTA and/or the Company achieving the following
      goals:  (i) 40% (e.g. $40,716) based upon attaining consolidated
      2009 Adjusted EBITDA of no less than $54,000,000 and (ii) 60% (e.g. $61,074)
      based upon attaining VISTA 2009 Adjusted EBITDA of no less than
      $9,470,000.

            


    

    


    
      	
              ·  

            	
              Bonus B: Brouse will
      earn an annual incentive bonus (the “Brouse Bonus B”) of up to 37.5% of
      his annual base salary determined as a linear pro ration of the extent to
      which VISTA and/or the Company achieve the following goals:  (i)
      up to (20%) (e.g. $20,358) of the Brouse 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 Brouse Bonus B will be earned on a sliding scale, based on
      VISTA’s attainment of a gross margin of at least 27.64% up to a maximum of
      30.71% (i.e. 90% to 100%); (iii) up to 20% of the Mr. Brouse 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. $15,269) of the Brouse Bonus B
      will be earned on a sliding scale, based on VISTA’s attainment of an
      Adjusted EBITDA margin of at least 8.59% up to a maximum of 9.54% (i.e.
      90% to 100%); (v) up to 15% of the Mr. Brouse 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. $10,179) of the Brouse 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 Brouse
      Bonus B exceed 37.5% of his annual base
salary.

            


    

    


    
      	
              ·  

            	
              Performance-Vesting Restricted
      Stock Unit (“RSU”) Grant:  The Committee previously
      granted to Brouse in 2008 4,065 RSUs,
      (representing the second third of the 2008 Performance-Vesting RSUs, and,
      in 2009 4,574 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, 325 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

    

    


    
          Thomas
McKenna

    

    


    
      	
              ·  

            	
              Bonus A: McKenna will
      earn an annual incentive bonus (the “McKenna Bonus A”) equal to up to 30%
      of his annual base salary (e.g. $59,670 assuming an annual base salary of
      $198,900) contingent upon Nurse Travel and/or the Company achieving the
      following goals:  (i) 40% (e.g. $23,868) based upon attaining
      consolidated 2009 Adjusted EBITDA of no less than $54,000,000 and
      (ii) 60%
      (e.g. $35,802) based upon attaining Nurse Travel 2009 Branch contribution
      of no less than $19,207,000.

            


    

    


    
      	
              ·  

            	
              Bonus B: McKenna will
      earn an annual incentive bonus (the “McKenna Bonus B”) of up to 30% of his
      annual base salary determined as a linear pro ration of the extent to
      which Nurse Travel and/or the Company achieve the following
      goals:  (i) up to (20%) (e.g. $11,934) of the McKenna 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 McKenna Bonus B will be earned on a sliding
      scale, based on Nurse Travel’s attainment of a gross margin of at least
      19.61% up to a maximum of 21.79% (i.e. 90% to 100%); (iii) up to 20% of
      the Mr. McKenna 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. $8,951) of
      the McKenna Bonus B will be earned on a sliding scale, based on Nurse
      Travel’s attainment of a Branch contribution margin of at least 14.24% up
      to a maximum of 15.83% (i.e. 90% to 100%); (v) up to 15% of the Mr.
      McKenna 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. $5,967) of the
      McKenna 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 McKenna Bonus B exceed 30% of his annual
      base salary.