ex10_3.htm


    


    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 attainment of
the applicable performance goals.

    


    For
purposes of this Bonus Program:

    


    “Adjusted
EBITDA” shall mean earnings before interest, taxes, depreciation and
amortization, but excluding gains, losses or expenses associated with all
Unusual Items (defined below).

    


    “Cash
Generation” shall mean operating cash flow, less capital expenditure, but
excluding gains, losses or expenses associated with all Unusual
Items.

    


    “Operating
Margin” shall mean a percentage expression of operating income, (excluding
gains, losses or expenses associated with Unusual Items), plus interest, taxes,
depreciation and amortization.

    


    “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
CEO Incentive Compensation

    

    
       
Bonus
Plan A

    

    


    Mr.
Dameris will earn an annual incentive bonus (“Bonus Plan A”) equal to 60% of his
annual base salary (e.g. $381,150 assuming an annual base salary of $635,250)
upon attainment of consolidated 2009 Adjusted EBITDA of no less than
$54,000,000.

    


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2009
CEO Incentive Compensation

    

    
       
Bonus
Plan B

    

    


    


    Mr.
Dameris will earn an annual incentive bonus (“Bonus Plan B”) equal to of up to
42% of his annual base salary (i.e. $266,805 assuming an annual base salary of
$635,250) on a sliding scale, based on the Company’s attainment of an Operating
Margin of at least 7.65% (i.e. 90% of Board budget) up to a maximum of 8.5%
(i.e. 100% of Board budget).

    


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2009
CEO Incentive Compensation

    

    
       
Bonus
Plan C

    

    


    


    Mr.
Dameris will earn an annual incentive bonus (the “Bonus Plan C”) equal to of up
to 18% of his annual base salary (i.e. $114,345 assuming an annual base salary
of $635,250), with the actual award amount between 0% and 18% to be determined
at the Committee’s discretion based on the Company attaining 2009 Cash
Generation in excess of $28 million and/or the Company amending or replacing its
existing credit facility on terms acceptable to the Board of
Directors.