exhibit10_4.htm


    


     

    ON ASSIGNMENT, INC.

     

     

     AMENDED
AND RESTATED CHANGE IN CONTROL SEVERANCE PLAN

     

     

     AND

     

     

     SUMMARY
PLAN DESCRIPTION

     

    


    Plan
Effective Date:  February 12, 2004

     As
Amended and Restated:  December 11, 2008

     

    The On
Assignment, Inc. Change in Control Severance Plan (the “Plan”) is primarily
designed to provide eligible employees of On Assignment, Inc. (the “Company”)
whose employment is terminated on or after February 12, 2004 with
separation pay in the event of an involuntary termination.

     

    This Plan
is designed to be an “employee welfare benefit plan,” as defined in
Section 3(1) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”).  This Plan is governed by ERISA and, to the extent
applicable, the laws of the State of California.  This document constitutes
both the official plan document and the required summary plan description under
ERISA.

     

    


    I.           ELIGIBILITY

     

    You will
be an Eligible Employee for purposes of receiving severance benefits under the
Plan if:

     

    
      	
               
      

            	
              •      you
      are a regular, full-time employee of the Company and are identified on
      Exhibit A (to be supplied
separately);

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •      your
      active employment with the Company is Involuntarily Terminated (within the
      meaning set forth below) within the eighteen (18) month period following a
      Change in Control;

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •      you
      execute the General Release of All Claims (a “General Release”), within
      five (5) business days after your termination date or, if you are age
      forty (40) or over, you execute the General Release, within forty-five
      (45) business days after your termination and any rescission period
      specified therein has elapsed without you having rescinded said General
      Release; and

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •      you
      are not in one of
      the excluded categories listed
below.

            


    

    
      	
               
      

            	
               

            


    

    Excluded Categories of Employees

    


    You
are not
eligible for severance benefits under this Plan if:

     

    
      	
               
      

            	
              •     you
      are a temporary employee, part-time employee working fewer than 30 hours
      per week (no minimum number of hours shall apply to salaried employees),
      probationary employee or student employee hired to be placed on assignment
      with clients of the Company;

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •     you
      have a separate change in control, severance or similar agreement or
      arrangement with the Company that specifically provides that you are not
      eligible to participate in the
Plan;

            


    

     

    
      	
               
      

            	
              •     you
      voluntarily terminate your employment, unless your termination constitutes
      an “Involuntary Termination” as defined
below;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              •     you
      are employed with a successor employer which directly or indirectly
      acquires (i) all or any portion of the assets or operations of the Company
      or any subsidiary, (ii) all or any portion of the outstanding capital
      stock of the Company, or (iii) fifty percent (50%) or more of the capital
      stock of any subsidiary of the Company. However, you would be eligible for
      severance benefits pursuant to the terms of the Plan upon a subsequent
      termination by the successor employer within 18 months following a Change
      in Control; or

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •     you
      are dismissed for Cause, whether or not you prior to your dismissal you
      received notice of a termination which would otherwise qualify you for
      severance benefits.

            


    

    


    II.           HOW
THE PLAN WORKS

    


    If you
are eligible for severance benefits under the Plan, the amount of your severance
pay will be determined in accordance with the guidelines set forth below,
subject to the Golden Parachute Tax limitation set forth below.  Subject to
the Potential Six Month Delay set forth below, you will receive your severance
pay in a lump-sum payment (with appropriate taxes deducted or withheld) which
will be made as soon as administratively practicable after you experience a
separation from service within the meaning of Section 409A(a)(2)(A)(i) of the
Internal Revenue Code of 1986, as amended, and Treasury Regulation Section
1.409A-1(h) (a “Separation from Service”) as a result of your Involuntary
Termination within 18 months after a Change in Control, but in no event later
than 30 days following the date of your Separation from Service, subject in all
cases to the Company’s receipt of your executed General Release
and the expiration of any rescission period applicable to your executed
General Release.

    
      	
               
      

            	
               

            


    

    Severance
Guidelines

     

    If your
employment is Involuntarily Terminated within eighteen (18) months after a
Change in Control and you are an Eligible Employee, you will be paid all Accrued
Compensation and the following severance pay:

     

    
      	
               
      

            	
              •

            	
              A
      Pro-Rata Bonus;

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •     If
      the Eligible Employee was the Chief Executive Officer of the Company
      immediately before the Change in Control:  (1) the Eligible
      Employee will receive 300% of the Eligible Employee’s Annual Base Pay and
      Target Bonus; (2)  for eighteen months following the
      Eligible Employee’s Separation from Service, the Eligible Employee may
      elect to continue the group health, vision and dental coverage he or she
      had in effect as of the Separation from Service (or generally comparable
      coverage) for the Eligible Employee, and if applicable, spouse and
      dependents, under the Consolidated Omnibus Budget Reconciliation Act of
      1985 (“COBRA”)1, and (3) to assist the
      Eligible Employee in offsetting the cost of such continuing benefits, the
      Eligible Employee shall receive a lump sum payment in an after-tax amount,
      calculated based upon the COBRA premium rates as may be charged from time
      to time for employees of the Company (or any successor) generally for the
      medical, dental and/or vision coverage the Eligible Employee had elected
      under the Company’s group health plan at the time of the Eligible
      Employees Separation from Service, for eighteen months (rounded up, if
      applicable, to the next full month). For clarification and avoidance of
      doubt, if the Eligible Employee is not covered under the medical, dental
      and/or vision portions of the Company’s (or any successor’s group health
      plan as of the date of Separation from Service, then the Eligible Employee
      is not eligible for this additional
payment.

            


    

    


    

      

    

     

      1 A separate
election form and notice outlining continuation coverage under COBRA will be
provided to the Eligible Employee (and, if applicable, his or her eligible
dependents) and must be timely returned to effect
enrollment.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •     If
      the Eligible Employee was an executive vice president and Chief Operating
      Officer of the Company immediately before the Change in
      Control:  (1)  275% of the Eligible Employee’s Annual
      Base Pay and Target Bonus; (2) for eighteen months following the Eligible
      Employee’s Separation from Service, the Eligible Employee may elect to
      continue the group health, vision and dental coverage he or she had in
      effect as of the Separation from Service (or generally comparable
      coverage) for the Eligible Employee, and if applicable, spouse and
      dependents, under COBRA1; and
      (3) to assist the Eligible Employee in offsetting the cost of such
      continuing benefits, the Eligible Employee shall receive a lump sum
      payment in an after-tax amount, calculated based upon the COBRA premium
      rates as may be charged from time to time for employees of the Company (or
      any successor) generally for the medical, dental and/or vision coverage
      the Eligible Employee had elected under the Company’s group health plan at
      the time of the Eligible Employees Separation from Service, for eighteen
      months (rounded up, if applicable, to the next full month). For
      clarification and avoidance of doubt, if the Eligible Employee is not
      covered under the medical, dental and/or vision portions of the Company’s
      (or any successor’s group health plan as of the date of Separation from
      Service, then the Eligible Employee is not eligible for this additional
      payment.

            


    

     

    
      	
               
      

            	
              •     If
      the Eligible Employee was an executive vice president and Chief Financial
      Officer of the Company immediately before the Change in
      Control:  (1) 250% of the Eligible Employee’s Annual Base Pay
      and Target Bonus;  (2) for eighteen months following the Eligible
      Employee’s Separation from Service, the Eligible Employee may elect to
      continue the group health, vision and dental coverage he or she had in
      effect as of the Separation from Service (or generally comparable
      coverage) for the Eligible Employee, and if applicable, spouse and
      dependents, under COBRA1; and
      (3) to assist the Eligible Employee in offsetting the cost of such
      continuing benefits, the Eligible Employee shall receive a lump sum
      payment in an after-tax amount, calculated based upon the COBRA premium
      rates as may be charged from time to time for employees of the Company (or
      any successor) generally for the medical, dental and/or vision coverage
      the Eligible Employee had elected under the Company’s group health plan at
      the time of the Eligible Employees Separation from Service, for eighteen
      months (rounded up, if applicable, to the next full month). For
      clarification and avoidance of doubt, if the Eligible Employee is not
      covered under the medical, dental and/or vision portions of the Company’s
      (or any successor’s group health plan as of the date of Separation from
      Service, then the Eligible Employee is not eligible for this additional
      payment.

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •     If
      the Eligible Employee was a senior vice president of the Company and/or
      president of a division of the Company (whether or not an executive
      officer) immediately before the Change in Control:  (1) 200% of
      the Eligible Employee’s Annual Base Pay and Target Bonus; (2) for eighteen
      months following the Eligible Employee’s Separation from Service, the
      Eligible Employee may elect to continue the group health, vision and
      dental coverage he or she had in effect as of the Separation from Service
      (or generally comparable coverage) for the Eligible Employee, and if
      applicable, spouse and dependents, under COBRA1; and
      (3) to assist the Eligible Employee in offsetting the cost of such
      continuing benefits, the Eligible Employee shall receive a lump sum
      payment in an after-tax amount, calculated based upon the COBRA premium
      rates as may be charged from time to time for employees of the Company (or
      any successor) generally for the medical, dental and/or vision coverage
      the Eligible Employee had elected under the Company’s group health plan at
      the time of the Eligible Employees Separation from Service, for eighteen
      months (rounded up, if applicable, to the next full month). For
      clarification and avoidance of doubt, if the Eligible Employee is not
      covered under the medical, dental and/or vision portions of the Company’s
      (or any successor’s group health plan as of the date of Separation from
      Service, then the Eligible Employee is not eligible for this additional
      payment.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •     If
      the Eligible Employee was a vice president or corporate controller
      (whether or not an executive officer), of the Company immediately before
      the Change in Control: (1) 75% of the Eligible Employee’s Annual Base Pay
      and Target Bonus; (2) for eighteen months following the Eligible
      Employee’s Separation from Service, the Eligible Employee may elect to
      continue the group health, vision and dental coverage he or she had in
      effect as of the Separation from Service (or generally comparable
      coverage) for the Eligible Employee, and if applicable, spouse and
      dependents, under COBRA1; and
      (3) to assist the Eligible Employee in offsetting the cost of such
      continuing benefits, the Eligible Employee shall receive a lump sum
      payment in an after-tax amount, calculated based upon the COBRA premium
      rates as may be charged from time to time for employees of the Company (or
      any successor) generally for the medical, dental and/or vision coverage
      the Eligible Employee had elected under the Company’s group health plan at
      the time of the Eligible Employees Separation from Service, for eighteen
      months (rounded up, if applicable, to the next full month). For
      clarification and avoidance of doubt, if the Eligible Employee is not
      covered under the medical, dental and/or vision portions of the Company’s
      (or any successor’s group health plan as of the date of Separation from
      Service, then the Eligible Employee is not eligible for this additional
      payment.;

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •     1
      month of the Eligible Employee’s Annual Base Pay and Incentive
      Compensation for each year or partial year of service to the Company as an
      employee, up to a maximum of 6 months of Annual Base Pay, with a minimum
      of two months of Annual Base Pay, if the Eligible Employee was a
      “director,” “assistant-director,” “manager,” “regional manager,” or
      “Senior Staffing Consultant” immediately before the Change in
      Control;

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •     1
      month of the Eligible Employee’s Annual Base Pay for each year or partial
      year of service to the Company as an employee, up to a maximum of 3 months
      of Annual Base Pay, with a minimum of one month of Annual Base Pay, if the
      Eligible Employee was an exempt employee of the Company (other than those
      employees described above) immediately before the Change in Control;
      or

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •     1
      week of the Eligible Employee’s Annual Base Pay for each year or partial
      year of service to the Company as an employee, up to a maximum of 3 months
      of Annual Base Pay, with a minimum of one week of Annual Base Pay, for all
      other Eligible Employee not included in the above
    categories.

            


    

    
      	
               
      

            	
               

            


    

    Accrued Compensation
shall mean an amount which shall consist of all amounts earned or accrued
through the termination date but not paid as of the termination date including
(i) Annual Base Pay, (ii) reimbursement for reasonable and necessary expenses
incurred by you on behalf of the Company during the period ending on the
termination date, (iii) vacation and sick leave pay (to the extent provided by
Company policy or applicable law), and (iv) incentive compensation (if any)
earned in respect of any period ended prior to the termination date.  It is
expressly understood that incentive compensation shall have been “earned” as of
the time that the conditions to such incentive compensation have been met, even
if not calculated or payable at such time.

     

    Annual Base Pay
generally means your annualized base salary at the rate in effect during the
last regularly scheduled payroll period immediately preceding the occurrence of
the Change in Control and does not include, for
example, bonuses, overtime compensation, incentive pay, fringe benefits, sales
commissions or expense allowances.

     

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    Cause means your
willful breach of duty unless waived by the Company (which willful breach is
limited to your deliberate and consistent refusal to perform your duties or the
deliberate and consistent refusal to conform to or follow any reasonable policy
adopted by the Company provided you have had prior written notice of such
refusal and an opportunity of at least thirty (30) days to cure such refusal),
your unauthorized use or disclosure of confidential information or trade secrets
of the Company, your breach of non-competition or non-solicitation agreements,
your conviction of a felony under the laws of the United States or any state
thereof, or your gross negligence.

     

    Change in Control
shall be deemed to occur upon the consummation of any of the following
transactions:

     

    
      	
              1.

            	
              a
      change in the ownership of Company whereby one person, or more than one
      person acting as a group, acquires ownership of the outstanding voting
      stock of the Company that, together with stock held by such person or
      group, constitutes more than 50% of the total fair market value or total
      voting power of the stock of Company, as determined in accordance with
      Treas. Reg. §1.409A-3(i)(5)(v).  If
      a person or group is considered either to own more than 50% of the total
      fair market value or total voting power of the Company’s stock, or to have
      effective control of the Company within the meaning of part 2 of the
      definition, and such person or group acquires additional stock of the
      Company, the acquisition of the additional stock shall not be considered
      to cause a change in the ownership of the Company;
  or

            


    

    


    
      	
              2.

            	
              a
      change in the effective control of the Company whereby one person, or more
      than one person acting as a group, acquires (or has acquired during the
      12-month period ending on the date of the most recent acquisition by such
      person or group) ownership of Company stock possessing 30% or more of the
      total voting power of the Company stock, as determined in accordance with
      Treas. Reg. §1.409A-3(i)(5)(vi).  However,
      if a person or group is considered to possess 30% or more of the total
      voting power of the stock of the Company, and such person or group
      acquires additional stock of the Company, the acquisition of additional
      stock by such person or group shall not be considered to cause a change in
      the effective control of Company ;
or

            


    

    


    
      	
              3.

            	
              a
      change in the effective control of the Company whereby a majority of the
      members of the Company’s board of directors is replaced during any
      12-month period by directors whose appointment or election is not endorsed
      by a majority of the members of the Company’s board of directors before
      the date of the appointment or election, as determined in accordance with
      Treas. Reg. §1.409A-3(i)(5)(vi).  In
      determining whether the event described in the preceding sentence has
      occurred, the Company to which the event must relate shall only include a
      corporation identified in
      accordance with Treas. Reg. §1.409A-3(i)(5)(ii)
      for which no other corporation is a majority shareholder;
    or

            


    

    


    
      	
               
      

            	
              4.         
      a change in the ownership of a substantial portion of the assets of the
      Company, whereby any one person, or more than one person acting as a
      group, acquires (or has acquired during the 12-month period ending on the
      date of the most recent acquisition by such person or persons) assets from
      the Company that have a total gross fair market value equal to or more
      than 40% of the total gross fair market value of all Company assets
      immediately before such acquisition or acquisitions, as determined in
      accordance with Treas. Reg. §1.409A-3(i)(5)(vii).  A
      transfer of assets shall not be treated as a change in the ownership of a
      substantial portion of the assets when such transfer is made to an entity
      that is controlled by the shareholders of the Company, as determined in
      accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B)..

            


    

    


    Incentive
Compensation shall mean 100% of the commission, bonus or other
incentive-type pay paid to you (excluding stock options) for the fiscal year
immediately preceding the Change in Control.

    


    Involuntary
Termination shall mean the termination of your employment with the
Company (or, if applicable, successor entity) other than by reason of death or
disability:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (A)           involuntarily
upon your discharge or dismissal other than for Cause, or

    


    


    


    
      	
              (B)

            	
              upon
      your resignation following (I) a reduction in your level of Annual
      Base Pay or any Target Bonus, (II) a material reduction in your benefits
      or (III) a relocation of your place of employment which is more than
      35 miles from your place of employment prior to the Change in
      Control, such that it constitutes a material change in the geographic
      location at which you must perform services (within the meaning of Section
      409A), provided and only
      if such change or reduction is effected without your written
      concurrence, or

            


    

    


    
      	
              (C)

            	
              upon
      your resignation in the case of an employee who was an executive officer
      or vice president immediately before the applicable Change in Control
      following a change in the employee’s position with the Company (or, if
      applicable, with the successor entity) that is effected without the
      employee’s consent and materially reduces his or her level of
      responsibility or authority.

            


    

    


    Pro Rata Bonus means
an amount equal to 100% of the target bonus that you would have been eligible to
receive for the Company’s fiscal year in which your employment terminates
following a Change of Control, multiplied by a fraction, the numerator of which
is the number of days in such fiscal year through the Termination Date and the
denominator of which is 365.

     

    Target Bonus shall
mean the bonus which would have been paid to you for full achievement of
specific performance objectives pertaining to the business of the Company or any
of its specific business units or divisions, or to individual performance
criteria applicable to you, which objectives have been established by the Board
of Directors (or the Compensation Committee thereof) for the year in
question.  “Target
Bonus” shall not mean the “maximum bonus” which you might have been paid
for overachievement of such performance objectives or criteria or any purely
discretionary bonus.

     

    Golden Parachute Tax
Gross-Up

     

    In the
event that any payment or benefit made or provided to or for your benefit in
connection with this Plan and/or your employment with the Company or the
termination thereof (a “Payment” ) is
determined to be subject to any excise tax (“Excise Tax” ) imposed
by Section 4999 of the Code (or any successor to such Section), the Company
shall pay to you, prior to the time any Excise Tax is payable with respect to
such Payment (through withholding or otherwise), an additional amount (a “Gross-Up Payment” )
which, after the imposition of all income, employment, excise and other taxes,
penalties and interest thereon, is equal to the sum of (i) the Excise Tax on
such Payment plus (ii) any penalty and interest assessments associated with
such Excise Tax.  The determination of whether any Payment is subject to an
Excise Tax and, if so, the amount and time of any Gross-Up Payment pursuant to
this Plan shall be made by an independent auditor (the “Auditor”) selected
and paid by the Company.  The parties shall cooperate with each other in
connection with any proceeding or claim relating to the existence or amount of
any liability for Excise Tax.

    


    Potential Six Month
Delay

    


    Notwithstanding
anything to the contrary in this Plan, no compensation or Benefits, shall be
paid to you during the 6-month period following your “separation from service”
(within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of
1986, as amended (the “Code”)) to the extent
the Plan Administrator determines Executive is a “specified employee” at the
time of such Separation from Service (within the meaning of Section 409A) and
that that paying such amounts at the time or times indicated in this Plan would
be a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code and/or
cause you to incur additional taxes under Section 409A of the
Code.  If the payment of any such amounts is delayed as a result of
the previous sentence, then on the first business day following the end of such
6-month period, (or such earlier date upon which such amount can be paid under
Section 409A without being subject to such additional taxes, including as a
result of your death), the Company shall pay you a lump-sum amount equal to the
cumulative amount that would have otherwise been payable to you during such
6-month period, without interest thereon.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    


    III.           OTHER
IMPORTANT INFORMATION

    


     Plan
Administration.  As the Plan Administrator, the Company has full
discretionary authority to administer and interpret the Plan, including
discretionary authority to determine eligibility for benefits under the Plan and
the amount of benefits (if any) payable per participant. Any determination by
the Plan Administrator will be final and conclusive upon all persons.  When
benefits are due, they will be paid from the general assets of the
Company.  The Company is not required to establish a trust to fund the
Plan.  The benefits provided under this Plan are not assignable and may be
conditioned upon your compliance with any confidentiality agreement you have
entered into with the Company or upon your compliance with any Company policy or
program communicated to you in writing.

     

    Claims
Procedure.  If you believe you are incorrectly denied a benefit or
are entitled to a greater benefit than the benefit you receive under the Plan,
you may submit a signed, written application to the Plan Administrator within
ninety (90) days of your termination.  You will be notified of the approval
or denial of this claim within ninety (90) days of the date that the Plan
Administrator receives the claim, unless special circumstances require an
extension of time for processing the claim.  If your claim is denied, the
notification will state specific reasons for the denial and you will have sixty
(60) days from receipt of the written notification of the denial of your claim
to file a signed, written request for a review of the denial with the Plan
Administrator.  This request should include the reasons you are requesting
a review, facts supporting your request and any other relevant comments. 
Pursuant to its discretionary authority to administer and interpret the Plan and
to determine eligibility for benefits under the Plan, the Plan Administrator
will generally make a final, written determination of your eligibility for
benefits within sixty (60) days of receipt of your request for
review.

     

    Plan Terms. 
Except as otherwise set forth herein, this Plan supersedes any and all prior
separation, severance and salary continuation arrangements, programs and plans
which were previously offered by the Company for the purpose of paying benefits
to any Eligible Employee upon a termination following a Change in Control,
including pursuant to an employment agreement or offer letter.  Nothing in
this Plan shall affect an Eligible Employee’s right to severance benefits under
circumstances not involving a termination following a Change in Control. 
In no event, however, shall any individual receive severance benefits under both
this Plan and any other separation, severance pay or salary continuation
program, plan or other arrangement with the Company.

    


    Plan Amendment or
Termination.  The Company reserves the right to terminate or amend
the Plan at any time upon the vote of a two-thirds majority of the Board of
Directors; provided, however, that no amendment which materially impairs the
rights of an Eligible Employee under the Plan may be made after the occurrence
of a Change in Control or after discussions have commenced with another entity
which results in the occurrence of a Change in Control within 270 days of when
such discussions commenced.  Any termination or amendment of the Plan may
be made effective immediately with respect to any benefits not yet paid, whether
or not prior notice of such amendment or termination has been given to affected
employees.

     

    Taxes.  The
Company will withhold all applicable taxes and other payroll deductions from any
payment made pursuant to this Plan.

     

    No Right To
Employment.  This Plan does not provide you with any right to
continue employment with the Company or affect the Company’s right, which right
is hereby expressly reserved, to terminate the employment of any individual at
any time for any reason with or without Cause.

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IV.           STATEMENT
OF ERISA RIGHTS


    


    As a
participant in the Plan, you are entitled to certain rights and protections
under the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”).  ERISA provides that all Plan participants shall be entitled
to:

     

    
      	
              1.

            	
              Examine,
      without charge, at the Plan Administrator’s office, all Plan documents,
      including all documents filed by the Plan with the U.S. Department of
      Labor.

            


    

    


    
      	
              2.

            	
              Obtain
      copies of all Plan documents and other Plan information upon written
      request to the Plan Administrator.  The Plan Administrator may make a
      reasonable charge for the copies.

            


    

    


    3.           Receive
a summary of the Plan’s annual financial report.

    


    
      	
              4.

            	
              File
      suit in a federal court, if you, as a participant, request materials and
      do not receive them within thirty (30) days of your request.  In such
      a case, the court may require the Plan Administrator to provide the
      materials and to pay you a fine of up to $110 for each day’s delay until
      the materials are received, unless the materials were not sent because of
      reasons beyond the control of the Plan
  Administrator.

            


    

    


    In
addition to creating rights for certain employees of the Company under the Plan,
ERISA imposes obligations upon the people who are responsible for the operation
of the Plan.  The people who operate the Plan (called “fiduciaries”) have a
duty to do so prudently and in the interest of the Company’s employees who are
covered by the Plan.

     

    No one,
including your employer or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining a benefit to
which you are entitled under the Plan or from exercising your rights under
ERISA.

     

    If your
claim for a severance benefit is denied or ignored, in whole or in part, you
have a right to file suit in a federal or a state court.  If Plan
fiduciaries are misusing the Plan’s assets (if any) or if you are discriminated
against for asserting your rights, you may seek assistance from the U.S.
Department of Labor or file suit in a federal court.  The court will decide
who should pay court costs and legal fees.  If you are successful in your
lawsuit, the court may, if it so decides, order the party you have sued to pay
your legal costs, including attorney fees.  However, if you lose, the court
may order you to pay these costs and fees, for example, if it finds that your
claim or suit is frivolous.

     

    If you have any questions about the Plan, this statement or your
rights under ERISA, you should contact the Plan Administrator or the nearest
Area Office of the  Employee Benefits Security Administration, listed in
your telephone directory, or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue, N.W., Washington, D.C. 20210

     

    


    
      	
              V.  

            	
              SECTION
      409A

            


    

    


    The
payments and benefits provided hereunder are
intended to be exempt from or compliant with the requirements of Section
409A.  Notwithstanding any provision of this Plan to the contrary, in
the event that following the effective date hereof, the Company reasonably
determines that any payments or benefits hereunder are not either exempt from or
compliant with the requirements of Section 409A, the Company reserves the right
(without any obligation to do so or to indemnify you for failure to do so), in
its discretion, to amend this Plan, or adopt such
other policies and procedures (including amendments to policies and procedures
with retroactive effect), or take any other actions, that the Company reasonably
determines to be necessary or appropriate (i) to preserve the intended tax
treatment of the payments and benefits provided hereunder, to preserve the
economic benefits with respect to such payments and benefits, and/or to avoid
less favorable accounting or tax consequences and/or (ii) to exempt
such


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    payments and benefits from Section 409A or to comply
with the requirements of Section 409A and thereby avoid the application of
penalty taxes thereunder.

    


    To the extent that any reimbursements hereunder
constitute taxable compensation to you, such
reimbursements shall be made to you promptly, but in no event after December
31st of the year following the year in which the expense was
incurred, the amount of any such amounts reimbursed in one year shall not affect
the amount eligible for reimbursement in any subsequent year, and your right to
reimbursement of any such expenses shall not be subject to liquidation or
exchange for any other benefit.

    


    ADDITIONAL
PLAN INFORMATION

     

    
      	
              Name
      of Plan:

            	 
      	
              On
      Assignment, Inc. Change in Control Severance Plan

            
	
              Company
      Sponsoring Plan:

            	 
      	
              On
      Assignment, Inc.

              26651
      West Agoura Road

              Calabasas,
      California  91302

            
	
              Employer
      Identification Number:

            	 
      	
              95-4023433

            
	
              Plan
      Number:

            	 
      	
              505

            
	
              Plan
      Year:

            	 
      	
              The
      calendar year; the first plan year is a short plan year starting
      February 12, 1998 and ending December 31,
1998

            
	
              Plan
      Administrator:

            	 
      	
              On
      Assignment, Inc.

              26651
      West Agoura Road

              Calabasas,
      California 91302

              (818)
      878-7900

            
	
              Agent
      for Service of Legal Process:

            	 
      	
              Plan
      Administrator

            
	
              Type
      of Plan:

            	 
      	
              Severance
      Plan/Employee Welfare Benefit Plan

            
	
              Plan
      Costs:

            	 
      	
              The
      cost of the Plan is paid by On Assignment,
Inc.

            


    

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

     

    


    
      	
               
      

            	
              •                  Category
      1.

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •                  Category
      2.

            


    

     

    
      	
               
      

            	
              •                  Category
      3.

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •                  Category
      4.  Eligible Employee who was a senior vice president of
      the Company and/or president of a division of the Company (whether or not
      an executive officer) immediately before the Change in
      Control;

            


    

    


    
      	
              1.  

            	
              Emmett
      McGrath

            


    

    
      	
              2.  

            	
              Michael
      Payne

            


    

    
      	
              3.  

            	
              Mark
      Brouse

            


    

    
      	
              4.  

            	
              Michael
      McGowan

            


    

    
      	
              5.  

            	
              Thomas
      McKenna

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              •                  Category
      5.  Eligible Employee who was a vice president or
      corporate controller (whether or not an executive officer), of the Company
      immediately before the Change in
Control;

            


    

    


    
      	
              1.  

            	
              Christina
      Gibson

            


    

    
      	
              2.  

            	
              Karen
      Keppel

            


    

    
      	
              3.  

            	
              Carol
      McNamara

            


    

    
      	
              4.  

            	
              Angela
      Kolarek

            


    

    


    


    
      	
              ·  

            	
              Category
      6.  Eligible Employee who was a “director” or an
      “assistant-director” immediately before the Change in
    Control.

            


    

    


    
      	
              1.  

            	
              Dave
      Garaway

            


    

    
      	
              2.  

            	
              Michael
      Leroy

            


    

    
      	
              3.  

            	
              Eric
      Radke

            


    

    
      	
              4.  

            	
              Tarini
      Ramaprakash