8-K

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 (Date of earliest event reported):  March 28, 2005

On Assignment, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-20540	95-4023433
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
26651 West Agoura Road, Calabasas, California		91302
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (818) 878-7900

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Agreement

On March 28, 2005, the Compensation Committee of the Board of Directors of On Assignment approved 2004 bonus payments to its named executive officers in the following amounts:  Mr. Peter T. Dameris, Chief Executive Officer and President, $47,000; Mr. Michael J. Holtzman, Senior Vice President, Finance and Chief Financial Officer, $38,000; Mr. Shawn Mohr, President, Healthcare Staffing and Chief Sales Officer, $42,000; Mr. Emmett McGrath, President, Lab Support U.S., $50,000; Mr. Michael C. Payne, Senior Vice President, Shared Services and Chief Information Officer, $20,000.  All of the bonus awards were discretionary except for Mr. McGrath’s bonus, which was pursuant to the terms of his employment agreement.

On March 31, 2005, the Compensation Committee adopted and approved the On Assignment, Inc. Executive Incentive Compensation Plan (the “EIC Plan”).  Under the EIC Plan, certain of the Company’s employees, including its executive officers, as determined by the Compensation Committee from time to time, shall be entitled to earn cash bonus compensation based upon the achievement of specified objectives relating to the Company and to each individual participant.  Each EIC Plan participant may be eligible to receive a target bonus (the “Target Bonus”) and a maximum bonus (the “Maximum Bonus”) calculated by multiplying the participant’s base salary by a percentage value assigned to such participant.  The Compensation Committee, which administers the EIC Plan, will establish the performance goals and objectives for the EIC Plan at the beginning of each fiscal year.  Following the end of each fiscal year, the Committee will determine the extent to which the performance goals and objectives were attained.  Based upon this assessment, the Committee will award each eligible participant in the EIC Plan a bonus award in an amount equal to a percentage of such participant’s Target Bonus and Maximum Bonus.  The Committee also may award a discretionary bonus in an amount greater than the amount earned by such participant under the EIC Plan.  The foregoing description of the EIC Plan does not purport to be complete and is qualified in its entirety by reference to the EIC Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On March 31, 2005, the Compensation Committee established 2005 target and maximum bonuses and performance goals under the EIC Plan for Messrs. Dameris, Holtzman, Mohr, McGrath, and Payne.  Mr. Dameris is eligible for a Target Bonus of up to 60% of his annual base salary and a Maximum Bonus of up to an additional 60% of his annual salary.  Each of Messrs. Holtzman, Mohr, and McGrath is eligible for a Target Bonus of up to 50% of his annual base salary and a Maximum Bonus of up to an additional 50% of his annual base salary.  Mr. Payne is entitled to a Target Bonus of up to 35% of his annual base salary.

The Target Bonuses for Messrs. Dameris and Holtzman will be based on the Company’s performance related to (i) 2005 consolidated revenue and (ii) 2005 earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the Company.  The Target Bonus for Mr. Mohr will be based on the Company’s performance related to (i) 2005 revenues for the Healthcare Staffing line of business and (ii) 2005 EBITDA for the Company.  The Target Bonus for

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Mr. McGrath will be based on the Company’s performance related to (i) 2005 revenues for the Lab Support U.S. line of business and (ii) 2005 EBITDA for the Company.  Each of Messrs. Dameris, Holtzman, Mohr, and McGrath will be entitled to all or a portion of his Maximum Bonus if the Company achieves EBITDA objectives that are higher than the EBITDA objectives applicable to his Target Bonus.  The Target Bonus for Mr. Payne will be based on the Company’s performance against the Company’s (i) 2005 information technology expense budget and (ii) 2005 capital expenditure budget.  Mr. Payne is not eligible for a Maximum Bonus under the Plan.

Item 9.01  Financial Statements and Exhibits

(c)  Exhibits

Exhibit Number	Description
10.1	On Assignment, Inc. Executive Incentive Compensation Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	On Assignment, Inc.
Date: March 31, 2005	/s/ Peter T. Dameris
	Peter T. Dameris
	Chief Executive Officer and President

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EX-10.1

Exhibit 10.1

ON ASSIGNMENT, INC.
EXECUTIVE INCENTIVE COMPENSATION PLAN

ARTICLE I
GENERAL PROVISIONS

Section 1.1Purpose.  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 1.2Administration 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 2.1Eligibility 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 3.1Establishment 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 3.2Evaluation 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 3.3Payment 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 4.1No 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 4.2Rights 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 4.3Other 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 4.4Amendment 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 4.5Governing 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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