-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NlNKp4oi4q7jIkRlMu95WC9UKSxDS7YaAJnO99vGmD7h0riOX0GLEqqxzQZZoH3D HyCiVAy3Syq6t6mb/UQh/Q== 0000890564-09-000013.txt : 20090325 0000890564-09-000013.hdr.sgml : 20090325 20090325170621 ACCESSION NUMBER: 0000890564-09-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090319 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090325 DATE AS OF CHANGE: 20090325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ON ASSIGNMENT INC CENTRAL INDEX KEY: 0000890564 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 954023433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20540 FILM NUMBER: 09704607 BUSINESS ADDRESS: STREET 1: 26651 WEST AGOURA ROAD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8188787900 8-K 1 file_8k032409.htm ASGN 2009 CEO BONUS file_8k032409.htm




 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington D.C. 20549
 
______________
 
FORM 8-K
 
______________
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report: March 19, 2009
 
(Date of Earliest Event Reported)
 
______________
 
On Assignment, Inc.
 
(Exact Name of Registrant as Specified in Its Charter)
 
______________
 
                         
 Delaware      000-20540      95-4023433
                 (State or Other                     
  (Commission    (I.R.S. Employer
 Jurisdiction of Incorporation)     File Number)        Identification No.)
 
 
                                  26651 West Agoura Road, Calabasas, California                          91302
                                    (Address of Principal Executive Offices)                              (Zip Code)
 
(818) 878-7900
  ___________________________________________________________________________________________________________________
Registrant’s Telephone Number, Including Area Code)
 

N/A
  ___________________________________________________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

 
[_]           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[_]           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
 
[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
 


 
 
 

 
Item 5.02             Departure of Directors or Certain Officers; Election of Directors; Appointment of CertainOfficers; Compensatory Arrangements of
          Certain Officers
               
 
(e)           Material Compensatory Plan

On March 19, 2009, with the approval of the Compensation Committee of On Assignment, Inc. (the “Company”), the Company and Mr. Peter Dameris, the Company’s President and Chief Executive Officer, entered into an amendment to Mr. Dameris’ Amended and Restated Senior Executive Agreement, (the “First Amendment”).  A copy of the First Amendment is furnished with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01            Financial Statements and Exhibits.

                   (d)     The following exhibits are furnished pursuant to Item 5.02:

                             99.1       First Amendment to Amended and Restated Senior Executive Agreement between Company and Mr. Dameris.
 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
On Assignment, Inc.
 
Date: March 25, 2009                                           By:  /s/ James Brill
                                Name:     James Brill
                                Title:       Sr. Vice President, Finance and
                                    Chief Financial Officer

 
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Exhibit 99.1

First Amendment to
Amended and Restated
Senior Executive Agreement


RECITALS

On Assignment, Inc. (the “Company”) and Peter Dameris (“Executive”) have entered into an Amended and Restated Senior Executive Agreement dated December 11, 2008 (the “Employment Agreement”).  The Company and Executive desire to amend certain provisions of the Employment Agreement pursuant to this First Amendment to the Amended and Restated Senior Executive Agreement (the “Amendment”), dated March 19, 2009.  For good and valuable consideration, receipt of which is hereby acknowledged by both the Company and Executive, the Company and Executive hereby amend the Employment Agreement as follows:

AMENDMENT

1.    Section 1(b)(i) of the Employment Agreement is deleted and replaced in its entirety by the following:
 
       (b)         Salary, Bonus and Benefits.
 
        (i)           Salary and Bonus. During the Service Term, effective from and after August 1, 2006, the Company will pay Executive a base salary (the “Annual Base Salary”) as the Board may designate from time to time, at the rate of not less than $635,250 per annum; provided, however, that the Annual Base Salary shall be subject to review annually (beginning in the third quarter of each fiscal year of the Company) by the Board for upward increases thereon.  With respect to calendar year 2006 and thereafter during the Service Period, Executive will be eligible to receive an annual bonus in an amount of up to 120% of Executive’s Annual Base Salary for each fiscal year, as determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”) based upon the Company’s achievement of budgetary and other objectives set by the Compensation Committee after review of a financial performance plan that is prepared by Executive and recommended to the Compensation Committee.  With respect to calendar years 2006, 2007 and 2008, such annual bonus opportunity shall be comprised of (A) a 60% bonus opportunity applicable to achievement of plan targets that are a combination of targets for revenue and EBITDA (“Component A”), and (B) an additional 60% bonus opportunity (thereby making the total bonus opportunity 120% of Executive’s Annual Base Salary) for performance exceeding plan targets based upon revenue and EBITDA performance (“Component B”).  With respect to calendar year 2009, such annual bonus opportunity shall be comprised of three separate, stand-alone bonus opportunities: (1) a  bonus opportunity equal to 60% of Executive’s Annual Base Salary applicable to achievement of an EBITDA target (“Bonus A”), (2) a bonus opportunity of up to 42% of Executive’s Annual Base Salary based on the Company’s attainment of an operating margin (defined as a percentage expression of operating income plus interest, taxes, amortization, depreciation and FAS 123(r) expense) within a range constituting ninety percent

 
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90%) to one hundred percent (100%) of an established operating margin target (“Bonus B”), and (3) a bonus opportunity of up to 18% of Executive’s Annual Base Salary (with the exact amount between 0 and 18% to be determined in the discretion of the Committee) based on the Company attaining a specified cash generation target and/or the Company entering into an amendment to the existing credit facility, on terms acceptable to the Board of Directors of the Company (“Bonus C”). Within 90 days of the beginning of each calendar year during the Service Period, the Compensation Committee will determine, after consultation with Executive, the targets applicable to Executive based on the Company’s performance plan.  All performance plan targets will be defined in terms that exclude the effects of any nonrecurring charges, including without limitation, charges related to goodwill write-offs, acquisitions, dispositions or changes in accounting treatment.  The annual bonus, if any, shall be due and payable to Executive, in cash, on or prior to March 15th of the year immediately following that in which such annual bonus is earned (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from the application of Section 409A).


******************

The modifications to the Employment Agreement contained in this Amendment shall, except as expressly provided otherwise herein, take effect from and after the date of this Amendment.  Except as expressly provided herein, all terms and conditions of the Employment Agreement shall remain in full force and effect.


IN WITNESS WHEREOF, Executive and the Company have executed this Amendment as of the date first above written.

 
EXECUTIVE
 
 
/s/ Peter Dameris
Peter Dameris
 
 
 
On assignment, Inc.
 
 
By:       /s/ Jonathan Holman
             Jonathan holman
Its:       CHAIRMAN OF COMPENSATION     
             COMMITTEE
 





 
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