Exhibit 10.1


 


ON ASSIGNMENT, INC.

EXECUTIVE INCENTIVE COMPENSATION PLAN


 


ARTICLE I

GENERAL PROVISIONS


 


Section 1.1                                   Purpose.
 The purpose of the Executive
Incentive Compensation Plan (the “Plan”) is
to assist On Assignment, Inc. (the “Company”)
in promoting and rewarding covered executives to achieve goals and objectives
that promote the interests of the Company and its stockholders.


 


Section 1.2                                   Administration
of the Plan.  The Plan shall be
administered by the Compensation Committee of the Board of Directors of the
Company (the “Committee”).  The Committee shall have the authority to
interpret and construe the Plan and to adopt all necessary rules and
regulations for administering the Plan. 
All decisions and determinations of the Committee with respect to the
Plan shall be final and binding on all parties.


 


ARTICLE II

PARTICIPATION


 


Section 2.1                                   Eligibility
and Participation.  Employees,
including without limitation executive officers, of the Company shall be
eligible to participate in the Plan.  The
Committee shall have the sole and absolute authority to designate actual
participants in the Plan (“Participant”)
from among those eligible persons set forth in the first sentence of this Section 2.1.


 


ARTICLE III

PLAN AWARDS


 


Section 3.1                                   Establishment
of Performance Goals, Amount of Bonus Pool and Target Bonus.  Following the beginning of each fiscal year
of the Company (“Plan Year”), the Committee
shall, in its sole and absolute discretion, determine the individual and
corporate performance goals (the “Performance Goals”)
for each Participant for such Plan Year. 
The Performance Goals may relate to the Company, to individual
Participants or such other criteria as the Committee shall, in its sole and
absolute discretion, deem appropriate, including without limitation the
criteria attached hereto as Exhibit A. 
The Committee shall establish target amounts (the “Target
Bonus”) and maximum amounts (the “Maximum
Bonus”) to which each Participant may be eligible by multiplying
each Participant’s base rate of salary by a percentage value assigned by the
Committee to each Participant.  


 


Section 3.2                                   Evaluation
of Performance Goals for Prior Plan Year.  Within ninety (90) days following the end of
each Plan Year, the Committee shall, in its sole and absolute discretion, determine
the extent to which the Performance Goals for the previous Plan Year have been
attained.  If the Committee determines
that some or all of the individual Performance Goals for the previous Plan Year
have been attained by a Participant, the Committee shall assign a percentage of
the Target Bonus and Maximum Bonus payable to such Participant by determining
the value of each individual Performance Goal to the Company and the extent to
which the individual Performance Goals have been attained by such Participant (“Allocation”).  The


 


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Committee, in its sole and absolute
discretion, may determine that a Participant’s Allocation for the Plan Year
shall be more than the amount earned by such Participant under the Plan.  Only Participants who are performing services
for the Company as of the last day of any Plan Year shall be eligible to
receive an Allocation for such Plan Year. 
Whether an individual is performing services for the Company shall be
determined by the Committee.


 


Section 3.3                                   Payment
of Benefits.  The Company shall
pay the Allocation due to a Participant in cash compensation, less applicable
payroll and other withholdings, within thirty (30) days following the Committee’s
determination as set forth in Section 3.2.  All payments made by check under the Plan
shall be delivered in person or mailed to the last address of a Participant or
deposited to the Participant’s direct deposit account on file with the payroll
department of the Company.  Each Participant
shall be responsible for furnishing the Company with the Participant’s correct
current address.


 


ARTICLE IV

MISCELLANEOUS MATTERS


 


Section 4.1                                   No
Enlargement of Employee Rights. 
Nothing in the Plan shall be construed to create or imply any contract of
employment between any Participant and the Company, to confer upon any
Participant any right to continue in the employ of the Company or to confer
upon the Company any right to require any Participant’s continued employment.


 


Section 4.2                                   Rights
Not Alienable.  Any rights
provided to a Participant under the Plan may not be assigned, transferred or
alienated, except by will or pursuant to the laws of descent and distribution,
and shall be earned only by the Participant.


 


Section 4.3                                   Other
Compensation Plans.  The adoption
of the Plan shall not affect any other compensation plans in effect for the
Company, nor shall the Plan preclude the Company from establishing any other
forms of compensation for employees, officers or directors of the Company.


 


Section 4.4                                   Amendment
and Termination of Plan.  The
Company may amend, modify or terminate the Plan at any time, but any such
amendment, modification or termination shall not adversely affect any rights of
the Participants with respect to the Plan, which had been awarded prior to such
amendment, modification or termination.


 


Section 4.5                                   Governing
Law.  To the extent not preempted
by federal law, the Plan shall be determined in accordance with the laws of the
State of California.


 


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Exhibit A


 


General Performance Goals


 


Performance
Goals may include financial and other criteria including, but not limited to,
the following:  Company revenue,
profitability, market share, EBITDA, net loss or profit, debt and equity
financings, product development and launches, expense budgets, capital
expenditure budgets, product cost improvements, strategic alliances, regulatory
and other approvals, customer satisfaction, and employee satisfaction.


 


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