Exhibit 10.1
CONFIDENTIAL
SEPARATION AGREEMENT
This Separation Agreement ("Agreement"), dated as of January 14, 2008, (the
"Execution Date"), is made by and among On Assignment, Inc. (the "Company") and
Shawn Mohr ("Mohr").
WHEREAS, the Company and Mohr are parties to that certain Senior Executive
Agreement, dated April 14, 2004, which sets forth the terms of Mohr's employment
with the Company (the "Employment Agreement");
WHEREAS, the Company has granted to Mohr certain restricted stock units ("RSUs")
under RSU agreements dated August 3, 2005, May 22, 2006 and August 1, 2006
(together, the "RSU Agreements") pursuant to the Company's Restated 1987 Stock
Option Plan (as Amended and Restated through April 17, 2007) (the "Plan");
WHEREAS the Company has granted to Mohr certain options to purchase Company
common stock ("Options") under stock option agreements dated April 7, 1997,
January 13, 2004, April 14, 2004 and under two additional stock option
agreements, each dated August 9, 2004 (together, the "Option Agreements")
pursuant to the Plan, as described in further detail on Exhibit C hereto;
WHEREAS, the Company and Mohr wish to convert certain of the Options into
cash-settled stock appreciation rights;
WHEREAS, the Company maintains a 2007 Executive Incentive Plan applicable to
Mohr (as described in Exhibit A to the Company's Compensation Committee Meeting
Minutes, dated March 23, 2007) (the "Bonus Plan");
WHEREAS, Mohr and the Company have mutually determined to provide for the
termination of Mohr's employment with the Company, on the terms and conditions
set forth herein;
NOW, THEREFORE, in consideration of the mutual promises made herein and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Company and Mohr (collectively, the "Parties") hereby
agree as follows:
1
Termination of Employment and Agreements.
(A)
TERMINATION AND RESIGNATION OF POSITIONS.
EFFECTIVE AS OF
5:00 P.M. (PST) ON DECEMBER 31, 2007 (THE "TERMINATION DATE"), MOHR'S EMPLOYMENT
WITH THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES SHALL TERMINATE AND MOHR
SHALL CEASE TO BE AN EMPLOYEE OF ANY AND ALL OF THE FOREGOING.
IN ADDITION,
EFFECTIVE AS OF THE TERMINATION DATE, (I) MOHR HEREBY RESIGNS ANY AND ALL
OFFICES AND DIRECTORSHIPS HE MAY HOLD WITH THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES, (II) THE EMPLOYMENT AGREEMENT IS TERMINATED AND OF
NO FURTHER FORCE OR EFFECT, PROVIDED, THAT SECTIONS 2 - 7 OF THE EMPLOYMENT
AGREEMENT SHALL SURVIVE THE PRECEDING TERMINATIONS, AND (III) THE BONUS PLAN IS
TERMINATED AND OF NO FURTHER FORCE OR EFFECT.
(B)
TERMINATION OF RSUS.
MOHR HEREBY ACKNOWLEDGES AND AGREES THAT, AS
OF THE TERMINATION DATE, (I) MOHR HAS BEEN GRANTED A TOTAL OF 75,061 RSUS UNDER
THE RSU AGREEMENTS; (II) A TOTAL OF 35,349 OF SUCH RSUS HAVE VESTED AND THE
SHARES UNDERLYING SUCH VESTED RSUS HAVE EITHER BEEN DELIVERED TO MOHR OR
WITHHELD TO SATISFY TAXES OR OTHER OBLIGATIONS OWED BY MOHR; (III) THE REMAINING
39,712 UNVESTED RSUS SO GRANTED ARE HEREBY FORFEITED AND TERMINATED; (IV) THE
COMPANY HAS NO FURTHER OBLIGATION UNDER OR IN CONNECTION WITH ANY OF THE RSUS