def14a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No. ___ )
Filed
by the Registrant x
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Filed
by a Party other than the Registrant o
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Check
the appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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x
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to §240.14a-12
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ON
ASSIGNMENT, INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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26651
West Agoura Road
Calabasas, California
91302
April 27,
2010
Dear
Shareholder:
On behalf
of your Board and management, you are cordially invited to attend the 2010
Annual Meeting of Shareholders of On Assignment, Inc. on Thursday June 3,
2010, at 10:00 a.m. Pacific Daylight Time, at our corporate headquarters
located at 26651 West Agoura Road, Calabasas, California 91302.
The
Notice of Annual Meeting of Shareholders and Proxy Statement accompanying this
letter describe the business to be acted upon.
Your vote
is important no matter how many shares you own. In order to ensure that your
shares will be represented at the Annual Meeting, we have enclosed a proxy card
by which you can direct the voting of your shares. Please sign and promptly
return the enclosed proxy card whether or not you plan to attend the Annual
Meeting. If you attend the Annual Meeting and desire to vote in person, you may
do so even though you have previously submitted your proxy card.
We thank
you for your continued interest in On Assignment, Inc. and look forward to
seeing you at the Annual Meeting.
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Sincerely,
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Peter
T. Dameris
President
and Chief Executive Officer
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26651
West Agoura Road
Calabasas,
California 91302
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To Be
Held on
Thursday,
June 3, 2010
The 2010
Annual Meeting of Shareholders of On Assignment, Inc. will be held on
Thursday, June 3, 2010, at 10:00 a.m. Pacific Daylight Time, at our
corporate headquarters located at 26651 West Agoura Road, Calabasas, California
91302, for the purpose of considering and voting upon:
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1.
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the
election of Senator Brock as a director for a three-year term to expire at
our 2013 Annual Meeting;
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2.
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the
adoption of On Assignment’s 2010 Incentive Award
Plan;
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3.
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the
adoption of On Assignment’s 2010 Employee Stock Purchase
Plan;
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4.
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the
ratification of the appointment of Deloitte & Touche LLP as our
independent registered public accounting firm for the fiscal year ending
December 31, 2010; and
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5.
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such
other business as may properly come before the Annual Meeting or any
adjournments or postponements
thereof.
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The foregoing
items of business are more fully described in the Proxy Statement accompanying
this notice. The expenses of printing proxy material, including expenses
involved in forwarding materials to beneficial owners of stock will be paid by
On Assignment. We have retained Morrow & Co. to assist in
the solicitation of proxies. Only shareholders of record at the close of
business on April 15, 2010 are entitled to notice of and to vote at the
Annual Meeting.
All
shareholders are cordially invited to attend the Annual Meeting in
person. Please call (818) 878-7900 to obtain
directions. However, to ensure your representation at the Annual
Meeting, you are urged to sign and return the enclosed proxy card as promptly as
possible in the envelope enclosed for that purpose. Any shareholder of record
attending the Annual Meeting may vote in person even if he or she has previously
returned a proxy card. If you hold your shares in “street name,” you must obtain
a proxy in your name from your bank, broker or other holder of record in order
to vote by ballot at the Annual Meeting.
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By
Order of the Board,
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Tarini
Ramaprakash
Secretary
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April
27, 2010
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Calabasas,
California
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IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 3, 2010
This Proxy
Statement and our Annual Report on Form 10-K filed with the SEC on March
16, 2010 are available free of charge on our website (http://www.onassignment.com).
2010
PROXY STATEMENT
Section
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Page
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General
Information about the Annual Meeting and Voting
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1 |
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Security
Ownership of Certain Beneficial Owners and Management
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5 |
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Proposal
One—Election of Director
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8 |
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Approval
of Proposal One
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8 |
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Nominee
for Election with Term Ending in 2013
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8 |
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Continuing
Directors
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9 |
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Independent
Directors and Material Proceedings
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11 |
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Board
Committees and Meetings
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12 |
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Communicating
with the Board
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15 |
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Ethics
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15 |
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Proposal
Two—Adoption of On Assignment’s 2010 Incentive Award Plan
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15 |
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Description
of the Incentive Award Plan
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17 |
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Federal
Income Tax Consequences
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20 |
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New
Plan Benefits
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22 |
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Approval
of Proposal Two
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23 |
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Equity
Compensation Plan Information
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23 |
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Proposal
Three—Adoption of On Assignment’s 2010 Employee Stock Purchase
Plan
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24 |
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Description
of the Employee Stock Purchase Plan
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24 |
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Federal
Income Tax Consequences
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26 |
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Approval
of Proposal Three
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26 |
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Compensation
Discussion and Analysis
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27 |
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Compensation
Philosophy
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27 |
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Summary
of Executive Compensation
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33 |
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Summary
of Cash and Other Compensation
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41 |
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Summary
of Grants of Plan Based Awards
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43 |
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Employment
Contracts and Change in Control Arrangements
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45 |
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Summary
of Outstanding Equity Awards
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50 |
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Summary
of Option Exercises and Stock Vested
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52 |
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Payments
Upon Termination or Change of Control
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53 |
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Equity
Compensation Plan Information
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61 |
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Deferred
Compensation
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61 |
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Director
Compensation
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62 |
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Compensation
Committee Report
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63 |
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Proposal
Four—Ratification of Appointment of Independent Accountants
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63 |
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Approval
of Proposal Four
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64 |
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Report
of the Audit Committee
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65 |
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Principal
Accountant Fees and Services
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66 |
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Compensation
Committee Interlocks and Insider Participation
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66 |
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Certain
Relationships and Related Transactions
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66 |
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Section 16(a) Beneficial
Ownership Reporting Compliance
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66 |
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Other
Matters
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68 |
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Annual
Report to Shareholders and Form 10-K
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68 |
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Proposals
by Shareholders
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68 |
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Miscellaneous
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68 |
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Appendix
A – On Assignment, Inc. 2010 Incentive Award Plan
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A-1 |
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Appendix
B – On Assignment, Inc. 2010 Employee Stock Purchase Plan
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B-1 |
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On
Assignment, Inc.
26651
West Agoura Road
Calabasas,
California 91302
For
the Annual Meeting of Shareholders to be Held
Thursday,
June 3, 2010
On
Assignment, Inc. (the “Company,” “On Assignment,” “we,” “our,” “us”) is
providing these proxy materials in connection with the solicitation by the Board
of On Assignment, Inc. of proxies to be voted at On Assignment’s 2010
Annual Meeting of Shareholders to be held on Thursday, June 3, 2010 at
10:00 a.m. Pacific Daylight Time, or at any adjournment
or postponement thereof. This Proxy Statement, the proxy card and
On Assignment, Inc.’s Annual Report to Shareholders will be mailed to
each shareholder entitled to vote at the 2010 Annual Meeting of Shareholders
commencing on or about May 3, 2010.
General
Information about the Annual Meeting and Voting
Who
is soliciting my vote?
The Board
of On Assignment, Inc. is soliciting your vote at the 2010 Annual Meeting
of Shareholders.
What
proposals will be voted on at the Annual Meeting?
The items
scheduled to be voted on at the Annual Meeting are:
n
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the
election of Senator Brock as a director for a three-year terms
to expire at our 2013 Annual Meeting;
and
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n
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the
adoption of the On Assignment 2010 Incentive Award Plan;
and
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n
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the
adoption of the On Assignment 2010 Employee Stock Purchase Plan;
and
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n
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the
ratification of the appointment of Deloitte & Touche LLP as our
independent registered public accounting firm for the 2010 fiscal year;
and
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n
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such
other business as may properly come before the Annual Meeting or any
adjournments or postponements
thereof.
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If any
such other matters properly come before the Annual Meeting or any adjournments
or postponements thereof, the persons named as proxies shall vote the shares
represented thereby in their discretion.
Who
may vote at the Annual Meeting?
The Board
has set April 15, 2010, as the record date for the Annual Meeting. If you
were the owner of shares of On Assignment, Inc. common stock at the close
of business on April 15, 2010, you may vote at the Annual Meeting. You are
entitled to one vote for each share of common stock you held on the record date,
including shares:
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·
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held
directly in your name with our transfer agent as a “holder of record”;
and
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·
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held
for you in an account with a broker, bank or other nominee (shares held in
“street name”).
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A list of
shareholders entitled to vote at the Annual Meeting will be open to the
examination of any shareholder, for any purpose germane to the Annual Meeting,
during normal business hours for a period of ten days before the Annual Meeting
at our corporate offices at 26651 West Agoura Road, Calabasas, California 91302,
and at the time and place of the Annual Meeting.
How
many shares must be present to hold the meeting?
A
majority of On Assignment’s outstanding shares of common stock as of the record
date must be present at the Annual Meeting in order to hold the meeting and
conduct business. This is called a quorum. Abstentions and
broker
non-votes will be counted for purposes of establishing a quorum at the meeting.
On April 15, 2010, there were 36,406,367 shares of On Assignment common
stock outstanding. Your shares will be counted as present at the Annual Meeting
if you:
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·
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are
present and vote in person at the Annual Meeting;
or
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·
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have
properly submitted a proxy card prior to the Annual
Meeting
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How
many votes are required to approve each item?
Directors
are elected by a plurality of the votes cast at the Annual Meeting. This means
that the nominee who receives the largest number of “FOR” votes cast will be
elected as a director.
The
proposed approval of the On Assignment 2010 Incentive Award Plan requires the
“FOR” vote of a majority of the shares present in person or by proxy at the
Annual Meeting and entitled to vote on that proposal.
The
proposed approval of the On Assignment 2010 Employee Stock Purchase Plan
requires the “FOR” vote of a majority of the shares present in person or by
proxy at the Annual Meeting and entitled to vote on that proposal.
The
ratification of the appointment of the independent accountants requires the
“FOR” vote of a majority of the shares present in person or by proxy at the
Annual Meeting and entitled to vote on that proposal.
You may
either vote “FOR” or “WITHHOLD AUTHORITY TO VOTE” for the director nominee. You
may vote “FOR,” “AGAINST” or “ABSTAIN” on the approval of the On Assignment 2010
Incentive Award Plan, the approval of the On Assignment 2010 Employee Stock
Purchase Plan, and the ratification of the appointment of our independent
accountants.
If you
withhold authority to vote with respect to the director nominee, your shares
will be counted for purposes of establishing a quorum, but will have no effect
on the election of the nominee. If you abstain from voting on a proposal, your
shares will be counted as present for purposes of establishing a quorum at the
Annual Meeting, and the abstention will have the same effect as a vote against
that proposal. If you sign and submit your proxy card without voting
instructions, your shares will be voted “FOR” the director nominee put forth by
the Board, “FOR” the approval of the On Assignment 2010 Incentive Award Plan,
“FOR” the approval of the On Assignment 2010 Employee Stock Purchase Plan and
“FOR” the appointment of Deloitte & Touche LLP as our independent
accountants.
Broker
non-votes are counted as present for purposes of determining the presence or
absence of a quorum for the transaction of business but will not be counted for
purposes of determining whether a proposal has been approved.
What
is a broker non-vote?
If a
broker does not have discretion to vote shares held in street name on a
particular proposal and does not receive instructions from the beneficial owner
on how to vote those shares, the broker may return the proxy card without voting
on that proposal. This is known as a broker non-vote.
How
does the Board recommend that I vote?
The Board
recommends that you vote “FOR” Senator Brock, the director nominee named in this
Proxy Statement, “FOR” the adoption of the On Assignment 2010 Incentive Award
Plan, “FOR” the adoption of the On Assignment 2010 Employee Stock Option Plan
and “FOR” the ratification of the appointment of Deloitte & Touche LLP
as our independent accountants.
How
do I vote my shares without attending the Annual Meeting?
Whether
you hold shares directly or in “street name,” you may direct your vote without
attending the Annual Meeting. If you are a shareholder of record, you may vote
by signing and dating your proxy card and mailing it in the postage-paid
envelope provided. You should sign your name exactly as it appears on the proxy
card. If you are signing in a representative capacity (for example, as guardian,
executor, trustee, custodian, attorney or officer of a corporation), you should
indicate your name and title or capacity.
For
shares held in “street name,” you should follow the voting directions provided
by your broker or nominee. You may complete and mail a voting instruction card
to your broker or nominee or, in most cases, submit voting instructions by
telephone or the Internet. If you provide specific voting instructions by mail,
telephone or the Internet, your shares will be voted by your broker or nominee
as you have directed.
How
do I vote my shares in person at the Annual Meeting?
Even if
you plan to attend the Annual Meeting, we encourage you to vote by signing,
dating and returning the enclosed proxy card so your vote will be counted if you
later decide not to attend the Annual Meeting.
If you
choose to vote in person at the Annual Meeting:
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·
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if
you are a shareholder of record, you may vote by the ballot to be provided
at the Annual Meeting; or
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·
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if
you hold your shares in “street name,” you must obtain a proxy in your
name from your bank, broker or other holder of record in order to vote by
ballot at the Annual Meeting.
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Please
call (818) 878-7900 to obtain directions to attend the Annual
Meeting.
What
happens if my shares are held in more than one account?
If your
shares are held in more than one account, you will receive a proxy card for each
account. To ensure that all of your shares in each account are voted, you must
sign, date and return each proxy card you receive.
If you
and other residents at your mailing address own shares of On Assignment stock in
“street name,” your bank, broker or other holder of record may have notified you
that your household will receive only one Annual Report and Proxy Statement for
each company in which you hold stock through that bank, broker or other holder
of record. This practice is known as “householding.” Unless you responded that
you did not want to participate in householding, you were deemed to have
consented to the process. Therefore, your bank, broker or other holder of record
will send only one copy of our Annual Report and Proxy Statement to your
address. Each shareholder in your household will continue to receive a separate
voting instruction form.
If you
would like to receive your own set of our Annual Report and Proxy Statement in
the future, or if you share an address with another On Assignment shareholder
and together both of you would like to receive only a single set of On
Assignment annual disclosure documents, please contact our Investor Relations
department by telephone at (818) 878-3136. As a part of this process, you will
be asked to provide your name, the name of your bank, broker or other holder of
record, and your account number. The revocation of your consent to
householding should be effective 30 days following receipt of your
instructions.
If you
did not receive an individual copy of this year’s Annual Report or Proxy
Statement, we will send a copy to you upon a written or oral request. Written
requests for such copies should be addressed to On Assignment, Inc.,
Attention: Investor Relations, 26651 West Agoura Road, Calabasas, CA
91302. Please contact our Investor Relations department by telephone
at (818) 878-3136 with any oral requests for such copies.
May I
revoke my proxy and change my vote?
You may
revoke your proxy at any time before it is voted by:
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·
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submitting
a properly signed proxy card with a later
date;
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·
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delivering
to the Secretary of On Assignment a written revocation notice bearing a
later date than the proxy card; or
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·
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voting
in person at the Annual Meeting.
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Will
my shares be voted if I do not provide my proxy card and do not attend the
Annual Meeting?
If
you do not provide a proxy card or vote your shares held in your name, your
shares will not be voted.
If you
hold your shares in street name, your broker may be able to vote your shares for
certain “routine” matters even if you do not provide the broker with voting
instructions. The ratification of Deloitte & Touche LLP as our
independent accountants for 2010 is considered a routine
matter. Please note that because of a change in applicable rules on
broker discretionary voting in director elections which are effective for the
first time this year, your broker cannot vote on the election of directors
unless you provide voting instructions to your broker. Therefore,
brokers cannot vote shares held on behalf of their clients on “non-routine”
matters, such as Proposal One regarding the election of a director, Proposal Two
regarding the approval of the On Assignment 2010 Incentive Award Plan and
Proposal Three regarding the approval of the On Assignment 2010 Employee Stock
Purchase Plan.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
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The
following table sets forth, as of March 31, 2010, the beneficial ownership of On
Assignment’s common stock for the following persons:
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·
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all
shareholders known by us to beneficially own more than 5% of our common
stock;
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·
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each
of our named executive officers, as identified;
and
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·
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all
of our directors and named executive officers as a
group.
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Certain
information in the table concerning shareholders other than our directors and
officers is based on information contained in filings made by such beneficial
owner with the Securities and Exchange Commission. Pursuant to
Rule 13d-3 of the Securities Exchange Act of 1934, as amended, among other
determining factors, shares are deemed to be beneficially owned by a person if
that person has the right to acquire shares (for example, upon exercise of an
option) within 60 days of the date that information is provided. In
addition, we note that Section 16(a) of the Exchange Act requires the Company’s
officers and directors, and persons who own more than ten percent of a
registered class of the Company’s equity securities, to file reports of
securities ownership and changes in such ownership with the SEC. In
determining the percentage ownership of any person, the amount of shares
outstanding is deemed to include any shares beneficially owned by such person
(and only such person) by reason of the acquisition rights described above, but
excludes any securities held by or for the account of the Company or its
subsidiaries. As a result, the percentage of outstanding shares held by any
person in the table below does not necessarily reflect the person’s actual
voting power. As of March 31, 2010, there were 36,387,851 shares of
On Assignment common stock outstanding.
The
address of each person listed is in care of On Assignment, 26651 West Agoura
Road, Calabasas, California 91302, unless otherwise set forth below such
person’s name. In addition, unless otherwise indicated, each person
listed has sole voting power and sole investment power.
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Shares Beneficially Owned Right to
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Percent of
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Shares of |
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Acquire within 60
days of
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Name
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Wells
Fargo & Co (3)
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420
Montgomery Street
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San
Francisco, CA 94104
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8,073,384
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―
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22.2
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T.
Rowe Price Associates, Inc. (6)
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100
E. Pratt Street
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Baltimore,
ND 21202
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4,283,950
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―
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11.8
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TimesSquare
Capital Management, LLC (4)
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1177
Avenue of the Americas – 39th
Floor
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New
York, NY 10036
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3,182,150
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―
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8.7
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BlackRock,
Inc. (5)
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40
East 52nd
Street
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New
York, NY 10022
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2,800,225
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―
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7.7
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William
Blair & Company, LLC (7)
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222
W Adams
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Chicago,
IL 60606
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1,911,929
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―
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5.3
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William
E. Brock**
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25,830
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(8)
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18,000
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*
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Jonathan
S. Holman**
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46,499
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(9)
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36,000
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*
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Jeremy
M. Jones**
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86,436
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(10)
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18,000
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*
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Edward
L. Pierce**
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17,049
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(11)
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12,000
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*
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Peter
T. Dameris**
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193,158
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(12)
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703,199
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2.5
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James
L. Brill**
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95,289
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(13)
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85,852
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*
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Emmett
B. McGrath**
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67,844
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(14)
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119,375
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*
|
Michael
J. McGowan**
|
|
|
166,312
|
(15)
|
|
|
101,250
|
|
*
|
Mark
S. Brouse**
|
|
|
97,418
|
(16)
|
|
|
24,375
|
|
*
|
All
directors and executive officers as a group
(9 persons)
|
|
|
795,835
|
|
|
|
1,118,051
|
|
5.3
|
*
|
Represents
less than 1% of the shares
outstanding.
|
**
|
Directors’
and officers’ shares as of March 31,
2010.
|
(1)
|
Includes
shares for which the named person has sole voting and investment power
and/or has shared voting and investment power with a spouse or minor
child. Excludes shares that may be acquired through exercise of
stock options, warrants and vesting of restricted stock
units.
|
(2)
|
Includes
shares that can be acquired upon the exercise of stock options which
vested prior to or on March 31, 2010, but remain unexercised, as well as
stock options which vest within 60 days after March 31, 2010 and
restricted stock units that vest within 60 days after March 31,
2010.
|
(3)
|
Pursuant
to a Schedule 13G/A filed with the Securities and Exchange Commission on
January 13, 2010. The reporting person has sole voting
power for 4,070,137 and sole dispositive power for 7,961,972
shares.
|
(4)
|
Pursuant
to a Schedule 13G/A filed with the Securities and Exchange Commission on
February 9, 2010. The reporting person has sole voting
power for 2,946,150 and sole dispositive power for 3,182,150
shares.
|
(5)
|
Pursuant
to a Schedule 13G filed with the Securities and Exchange Commission on
January 29, 2010. The reporting person has sole voting power
for 2,800,225 shares and sole dispositive power for 2,800,225
shares.
|
(6)
|
Pursuant
to a Schedule 13G filed with the Securities and Exchange Commission on
February 12, 2010. The reporting person has sole voting power
for 2,292,600 shares and sole dispositive power for
2,313,950.
|
(7)
|
Pursuant
to a Schedule 13G filed with the Securities and Exchange Commission on
February 5, 2010. The reporting person has sole voting power
for 1,911,929 shares and sole dispositive power for 1,911,929
shares.
|
(8)
|
The
total number of shares beneficially owned does not include 6,281 unvested
restricted stock units which were reported in a Form 4 at or around the
time of the grant. Senator Brock has sole voting and investment
power over all shares.
|
(9)
|
Includes
39,000 shares held in The Holman Group, Inc. Profit Sharing Trust for
which Mr. Holman has sole voting and investment power. Mr.
Holman also has sole voting and investment power for the remaining
shares. The total number of shares beneficially owned does not
include 6,281 unvested restricted stock units which were reported in a
Form 4 at or around the time of
grant.
|
(10)
|
All
shares are held by the Jones Family Trust for which Mr. Jones has
sole voting and investment power. The total number of shares
beneficially owned does not include 6,281 unvested restricted stock units
which were reported in a Form 4 at or around the time of
grant.
|
(11)
|
The
total number of shares beneficially owned does not include 6,281 unvested
restricted stock units which were reported in a Form 4 at or around the
time of the grant. Mr. Pierce has sole voting and investment
power for all shares.
|
(12)
|
Mr.
Dameris has sole voting and investment power for all
shares. The total number of shares beneficially owned does not
include 160,525 unvested restricted stock units which were reported in
Form 4s filed at or around the time of the grants. The total
number of shares beneficially owned includes 51,789 restricted stock units
that would vest and to which Mr. Dameris would be entitled to if he had
been terminated by the Company without cause on March 31,
2010.
|
(13)
|
Mr.
Brill and his wife share voting and investment power for all
shares. The total number of shares beneficially owned
does not include 111,671 unvested restricted stock units which were
reported in Form 4s filed at or around the time of the
grants.
|
(14)
|
All
shares are held by the McGrath Living Trust for which Mr. McGrath has sole
voting and investment power. The total number of shares
beneficially owned does not include 53,604 unvested restricted stock units
which were reported in Form 4s filed at or around the time of the
grants.
|
(15)
|
Includes
5,000 shares held by Mr. McGowan in a trust for which Mr. McGowan has sole
voting and investment power. The total number of shares
beneficially owned does not include 70,711 unvested restricted stock units
which were reported in Form 4s filed at or around the time of the
grants.
|
(16)
|
Includes
4,250 shares that are held in a family trust for which Mr. Brouse and his
wife share voting and investment power and 4,250 shares that are held in a
family foundation for which Mr. Brouse and his wife share voting and
investment power. Mr. Brouse has sole voting and investment
power over the remaining shares. The total number of shares
beneficially owned does not include 35,588 unvested restricted stock units
which were reported in Form 4s filed at or around the time of the
grants.
|
|
PROPOSAL
ONE—ELECTION OF DIRECTOR
|
The
Bylaws of On Assignment provide that our Board shall be comprised of not less
than four or more than seven directors, and the exact number may be fixed by the
Board. The Board fixed the authorized number of directors at five following the
2007 Annual Meeting. The Board is divided into three classes, as equal in number
as possible. At each Annual Meeting, one class of directors is elected for a
three-year term.
At this
year’s Annual Meeting, one director will be elected to serve until our 2013
Annual Meeting or until his successor is elected and
qualified. Senator William E. Brock, who currently serves as an
independent director and Chairman of the Nominating and Corporate Governance
Committee and whose term is expiring, has been nominated to stand for
re-election. Unless otherwise instructed by shareholders, the persons
named as proxies will vote the proxies received by them “FOR” the election of
Senator Brock. Senator Brock has consented to serve if elected, but
if he is unable or unwilling to serve, the persons named as proxies may exercise
their discretion to vote for substitute nominees.
Approval
of Proposal One
The
nominee receiving the highest number of “FOR” votes cast will be elected as
director. Our Board unanimously recommends that our shareholders vote “FOR” the
election of our nominee.
Set forth
below is certain information regarding On Assignment’s director nominee
including the age as of the Annual Meeting, term of office as director and
business experience.
Nominee for Election with Term Ending in
2013
|
Name
|
Age
|
Principal Occupation and
Directorship
|
Senator
William E. Brock
|
79
|
Senator Brock has served as a
director of the Company since April 1996. Senator Brock is the founder,
and from 1994 to present, CEO of The Brock Offices, a consulting firm
specializing in international trade and human resource development. From
1988 to 1991, Senator Brock served as Chairman of the National Endowment
for Democracy, an organization he helped found in 1980. Senator Brock
served in President Reagan's cabinet as Secretary of Labor from 1985 to
1987 and as United States Trade Representative from 1981 to 1985. As
United States Trade Representative, Senator Brock organized the Quad Forum
of trade and economic ministers from Europe, Japan and Canada and led the
group to initiate the World Trade Organization. From 1977 to
1981, Senator Brock served as National Chairman of the Republican Party.
From 1970 to 1976, he was a member of the U.S. Senate and from 1962 to
1970, he was a member of the U.S. House of Representatives. The
National Academy of Human Resources has recognized Senator Brock for his
outstanding contribution to human development in the United
States. Senator Brock is a member of the Board for Catalyst
Health Solutions, Inc., a publicly traded company centered on the
management of prescription drug benefits, and serves on its Executive and
Audit Committees. Senator Brock is a member of the Board of
Strayer Education, Inc., a publicly traded education services holding
company that owns Strayer University, which provided professional
education to working adults, and serves on its Compensation Committee and
its Nomination and Governance Committee. Senator Brock is a
member of the Board of ResCare, a publicly traded provider of home care,
residential support services to the elderly and persons with disabilities
as well as vocational training and job placement for people of all ages
and skill levels, and serves on its Audit and Executive Compensation
Committees. Senator Brock provides our board with a wealth of
business operations experience including direct experience with
healthcare, government services, human resource development and public
company corporate governance experience.
|
Continuing
Directors
Set forth
below is certain information regarding On Assignment’s continuing directors
including the age as of the Annual Meeting, term of office as director and
business experience.
Directors with Term Ending in
2011
|
Name
|
Age
|
Principal Occupation and
Directorship
|
Peter
T. Dameris
|
50
|
Peter
Dameris was appointed our Chief Executive Officer and President as of
September 28, 2004, and has served as a director since
December 10, 2004. Prior to such appointment, Mr. Dameris had
been Executive Vice President and Chief Operating Officer of On Assignment
since November 2003. From February 2001 through
October 2002, Mr. Dameris served as Executive Vice President and
Chief Operating Officer of Quanta Services, Inc., a publicly-held
provider of specialized contracting services for the electric and gas
utility, cable and telecommunications industries. Mr. Dameris created a
regional operating organization for 85 acquired businesses and developed
materials to support marketing and a national corporate image to support
outsourcing initiatives, established cash generation, credit management,
balance sheet improvement initiatives. From December 1994
through September 2000, Mr. Dameris served in a number of
different positions at Metamor Worldwide, Inc., then an
international, publicly-traded IT consulting/staffing company.
Mr. Dameris’ positions at Metamor Worldwide included Chairman of the
Board, President and Chief Executive Officer, Executive Vice President,
General Counsel, Senior Vice President and Secretary. Mr.
Dameris negotiated the $1.9 billion sale of Metamor to
PSINet. Mr. Dameris was a member of the Board of Bindview
Corporation, a publicly-traded network security software development
company (acquired by Symantec Corporation in January 2006) from
November 2002 to January 2006. Mr. Dameris is
currently a director of Seismic Micro-Technology, Inc. Mr. Dameris
holds a Juris Doctorate from the University of Texas Law School and a
Bachelor of Science degree in Business Administration from Southern
Methodist University. Mr. Dameris provides our board with
extensive staffing industry experience, having served in various
capacities at staffing companies with significant operational, legal and
governance responsibilities.
|
Jonathan
S. Holman
|
65
|
Jonathan
Holman has served as a director since March 1994. Mr. Holman is
the founder and since 1981 has been the President of The Holman
Group, Inc., an executive search firm. To date, Mr. Holman
has recruited over 140 CEOs to public and private companies, ranging from
start-ups to companies with over $1 billion in revenue and in a variety of
industries. Mr. Holman was named as one of the top 200
executive recruiters in the world in The Global 200 Executive
Recruiters and named as one of the top 250 executive recruiters in
The New Career
Makers. Mr. Holman regularly speaks at technology
industry gatherings. Prior to founding The Holman Group, Mr.
Holman served in various human
resources-related positions. Mr. Holman holds his
Master of Business Administration from Stanford University and a Bachelor
of Arts degree from Princeton University, both with high academic
honors. Mr. Holman provides our Board, including our
Compensation Committee, with helpful insight regarding hiring and salary
practices of publicly-traded companies. In addition, Mr. Holman
provides our Board with human resources
experiences.
|
Directors with Term Ending in
2012
|
Name
|
Age
|
Principal Occupation and
Directorship
|
Jeremy
M. Jones
|
68
|
Jeremy
Jones has served as a director since May 1995 and was appointed
Chairman of the Board in February 2003. Mr. Jones has been an
investor and business development consultant since February 1998.
From 1987 to 1995, Mr. Jones was Chief Executive Officer and Chairman
of the Board of Homedco Group, Inc., a home healthcare services
company, which became publicly traded in 1991. Homedco merged into Apria
Healthcare Group, Inc. in 1995 and from 1995 through
January 1998, Mr. Jones was Chief Executive Officer and Chairman
of the Board of Apria Healthcare Group, Inc., which also
provided home healthcare services. Mr. Jones
served as Chairman of the Board of Byram Healthcare Centers, a provider of
retail medical supplies and wholesale medical and hospital equipment, from
February 1999 until its sale in March of 2008. Mr. Jones
was a director for Access Point Medical from May 2004 to December
2005. Mr. Jones was a director of US Labs, an esoteric
oncology and hematopathology laboratory from November 2003 through
February 2005. Since July 2003, Mr. Jones has served as a
director for Lifecare Solutions, Inc., a provider of integrated home
healthcare products and services. Mr. Jones possesses
significant business management and corporate governance experience and
contributes an extensive understanding of the healthcare
industry.
|
Edward
L. Pierce
|
53
|
Edward
Pierce has served as a director since December 2007. From
February 2008 to present, Mr. Pierce has served as the President of First
Acceptance Corporation, a publicly-traded retailer, servicer and
underwriter of non-standard private passenger automobile
insurance. Mr. Pierce served as Executive Vice President and
Chief Financial Officer of First Acceptance Corporation from October 2006
through February 2008. From May 2001 through February 2006, Mr.
Pierce served as Executive Vice President and Chief Financial Officer and
as a director of BindView Development Corporation, a publicly-traded
network security software development company where he was responsible for
accounting, finance, risk management, information technology, human
resources and other administrative functions. From November 1994 through
January 2001, Mr. Pierce held various financial management positions,
including Executive Vice President and Chief Financial Officer, of Metamor
Worldwide, Inc., then an international publicly-traded IT consulting/
staffing company. Mr. Pierce also worked as a senior audit
manager at Arthur Andersen & Co. where he planned, supervised and
managed financial audits of publicly-traded companies. Prior to
that time, from November 1989 to November 1994, Mr. Pierce was the
corporate controller of American Oil and Gas Corporation, a NYSE traded
intra-state pipeline and natural gas liquids processor. Mr.
Pierce received his Bachelor of Science degree in Accounting from Harding
University. Mr. Pierce provides the board with business,
corporate management, strategy and extensive finance experience as well as
staffing industry experience.
|
Independent
Directors and Material Proceedings
Following
the Annual Meeting, the Board will continue to consist of five members, a
majority of which are deemed by the Board to be “independent directors” under
the current listing standards of the NASDAQ Stock Market. Our independent
directors are Senator Brock, Mr. Holman, Mr. Jones and Mr.
Pierce. The Board has made a subjective determination as to each
independent director that no relationships exists which, in the opinion of the
Board, would interfere with the exercise of independent judgment in carrying out
his responsibilities as a director. In making these determinations, the Board
discussed information provided by the directors and management with regard to
the business and personal activities of each director as they may relate to On
Assignment and members of management. There are no family relationships among
our executive officers and directors.
There are
no material legal proceedings to which the Company or any of its subsidiaries is
a party or of which any of their property is subject. There are no
material legal proceedings to which any director, officer or affiliate of the
Company, any owner of record or beneficially of more than five percent of the
Company’s voting securities, or any associate of any such director, officer,
affiliate of the Company or security holder is a party adverse to the Company or
any of its subsidiaries or has a material interest adverse to the Company or any
of its subsidiaries.
Role
of Board
The Board
oversees the Company’s Chief Executive Officer and other executive officers in
the competent and ethical operation of the Company. The Board ensures
that the long-term interests of the shareholders are considered in the operation
of the Company.
Board
Committees and Meetings
The Board
held eight meetings during the year ended December 31, 2009. The Board has
a Compensation Committee, an Audit Committee, a Nominating and Corporate
Governance Committee and a Stock Option Committee. The Board has
determined that the Chairmen and committee members of each of the Compensation
Committee, the Audit Committee and the Nominating and Corporate Governance
Committee are independent under the applicable NASDAQ and SEC
rules.
Of the
named executive officers, Mr. Dameris currently serves as a director of Seismic
Micro-Technologies and Mr. Brill currently serves as a director of Onvia, Inc.,
where he is a member of the Audit Committee. Mr. Brill served as a
member of the Compensation Committee of Onvia, Inc. in 2007.
Compensation
Committee. The Compensation
Committee consists of three directors, Senator Brock, Mr. Jones and
Mr. Holman, who serves as Chairman of the committee. The Compensation
Committee held ten meetings during 2009 and acted by unanimous written consent
on six occasions. The Compensation Committee meets in executive session without
management present on a regular basis. The Compensation Committee reviews our
general compensation policies, sets the compensation levels for our executive
officers, including the CEO, and administers our equity plans. The
Compensation Committee approves the compensation of certain senior executive
officers of On Assignment and determines the terms of key agreements concerning
employment, compensation and termination of employment. The Board has
determined that each member of the Compensation Committee is independent within
the meaning of the NASDAQ Stock Market rules requiring members of
compensation committees to be independent.
The
Compensation Committee Charter provides that the Compensation committee may
delegate its authority, subject to the terms in the charter, but the
Compensation Committee has never delegated such authority.
Audit
Committee. The Audit
Committee consists of three directors, Mr. Holman, Mr. Jones and Mr.
Pierce, who serves as Chairman of the committee. The Audit Committee held four
meetings during 2009. The Audit Committee reviews, acts on and reports to the
Board with respect to various auditing and accounting matters. The
Audit Committee performs functions required of audit committees of public
companies under applicable laws, rules and regulations and the requirements
of the NASDAQ Stock Market. The primary functions of the Audit
Committee are to assist the Board in its responsibility for oversight
of:
-
|
the
quality and integrity of our financial statements and our financial
reporting and disclosure practices;
|
-
|
our
systems of internal controls regarding finance and accounting
compliance;
|
-
|
the
independence and performance of our outside accountants appointment,
compensation, evaluation, retention and oversight of On Assignment’s
independent accountants and
|
-
|
our
ethical compliance programs.
|
In
addition to the functions stated above, the Audit Committee’s functions include,
but are not limited to, reviewing compliance with and reporting under Section
404 of the Sarbanes-Oxley Act of 2002, reviewing matters of disagreement, if
any, between management and our independent auditors, and regularly meeting with
our independent auditors and internal audit staff to review the adequacy of our
internal controls.
Rules adopted by
the NASDAQ Stock Market and the Securities and Exchange Commission (SEC) impose
strict independence requirements for all members of the Audit
Committee. Audit Committee members are barred from accepting,
directly or indirectly, any consulting, advisory or other compensatory fee from
the Company or an affiliate of the Company, other than in the member’s capacity
as a member of the Board and any Board committee. In addition, an Audit
Committee member may not be an affiliated person, as defined in Securities
Exchange Act of 1934, as amended, of the Company except in his capacity as a
member of the Board and any Board committee. The Board has determined that each
member of the Audit Committee meets all applicable independence requirements.
The Board has determined that Mr. Pierce, based on his experience, skills and
education as described above, is the Audit Committee
financial expert, as that term is defined under the SEC rules and also meets the
additional criteria for independence of audit committee members set forth in the
Exchange Act.
The
Company has adopted a process, which the Audit Committee
oversees, for disclosing related-party transactions and identifying
significant deficiencies each quarter in connection with filing our quarterly
reports on Form 10-Q and our annual report on Form 10-K.
Nominating and
Corporate Governance Committee. The Nominating and Corporate
Governance Committee consists of three directors, Mr.
Holman, Mr. Jones, and Senator Brock, who serves as Chairman of
the committee. The Nominating and Corporate Governance Committee
evaluates director nominee candidates and makes recommendations to the Board
with respect to the nomination of individuals for election to the Board and to
serve as committee members. In addition, the Nominating and Corporate Governance
Committee makes recommendations to the Board concerning the size, structure and
composition of the Board and its committees. The Board has determined
that each member of the Nominating and Corporate Governance Committee is
independent within the meaning of the NASDAQ Stock Market rules requiring
members of nominating committees to be independent. The Nominating and Corporate
Governance Committee met once in 2009. The Nominating and Corporate Governance
Committee recommended the nomination of Senator Brock for election at this
year’s Annual Meeting.
The
Nominating and Corporate Governance Committee charter, and the Corporate
Governance Guidelines established by the Nominating and Corporate Governance
Committee, set forth certain criteria for the committee to consider in
evaluating potential director nominees. However, in considering
potential director nominees, the Nominating and Corporate Governance Committee
considers the entirety of each candidate’s credentials. Qualifications
considered by the Nominating and Corporate Governance Committee vary according
to the particular areas of expertise being sought as a complement to the
existing composition of the Board and include:
-
|
personal
and professional ethics and integrity;
|
-
|
sound
judgment;
|
-
|
the
ability to make independent analytical inquiries;
|
-
|
willingness
and ability to devote adequate time and resources to diligently perform
the duties of a director;
|
-
|
relevant
business experience and acumen;
|
-
|
possesses
specific industry expertise;
|
-
|
familiarity
with general issues affecting our business;
|
-
|
qualifications
as an audit committee financial expert;
|
-
|
diversity
in a variety of areas;
|
-
|
qualifications
as an independent director; and
|
-
|
areas
of expertise that the Board should collectively possess such as board
experience, CEO experience, human resources experience, accounting and
financial oversight experience and corporate governance
experience.
|
The
Nominating and Corporate Governance Committee relies primarily on
recommendations for director candidates from its members, other directors, the
Chief Executive Officer and third parties, including professional recruiting
firms. In 2009, no professional recruiting firms or consultants were needed and,
accordingly, no fees were paid in this regard to professional recruiting firms
or consultants. Existing directors being considered for re-nomination will be
evaluated based on their performance as directors, experience, skills, education
and independence to ensure that they continue to meet the qualifications
above. In addition, On Assignment’s Corporate Governance
Guidelines provide that the importance of a diversified Board membership, in
terms of both the individuals involved and their various experiences and areas
of expertise will be considered for purposes of nominating directors. The
Nominating and Corporate Governance Committee considers diversity in identifying
nominees, including differences in skill, viewpoints and experience as well as
gender, race and nationality.
The
Nominating and Corporate Governance Committee will also consider timely written
suggestions from our shareholders. Shareholders wishing to suggest a candidate
for director nomination for the 2011 Annual Meeting should mail their
suggestions to On Assignment, Inc., 26651 West Agoura Road, Calabasas,
California 91302, Attn: Secretary. Pursuant to our Bylaws, suggestions must
be received by the Secretary of On Assignment not less than thirty days or more
than sixty days prior to the 2011 Annual Meeting. The manner in which director
nominee candidates suggested in accordance with this policy are evaluated shall
not differ from the manner in which candidates recommended by other sources are
evaluated. There were no director candidates put forward by shareholders for
consideration at the 2010 Annual Meeting.
In
addition, the Nominating and Corporate Governance Committee evaluates the
Board’s leadership structure and believes that separation of the CEO and
Chairman of the board positions is in the best interest of the Company and is
best aligned with the interests of its shareholders.
The
written charters governing the Audit Committee, the Compensation Committee and
the Nominating and Corporate Governance Committee are posted on the Investor
Relations—Corporate Governance page of our website at http://www.onassignment.com.
You may also obtain a copy of any of these documents without charge by writing
to: On Assignment, Inc., 26651 West Agoura Road, Calabasas, California
91302, Attn: Secretary.
Stock Option
Committee. The Stock Option Committee consists of one director,
Mr. Dameris. The Stock Option Committee acted by written consent on 25
occasions during 2009. The Stock Option Committee has been delegated limited
authority by our Board to grant stock options to eligible individuals who are
not executive officers or directors within pre-approved limits.
Board Leadership
Structure. The Board has consistently maintained an
independent Chairman of the Board. The Board has made a determination
that the Board leadership structure is appropriate and that the structure allows
the Board to fulfill its duties effectively and efficiently. The
Company has determined its leadership structure is appropriate because the
Chairman of the Board is independent, as defined by NASDAQ and the SEC, and an
officer of the Company. An independent Chairman, like independent
Board members, allows for an objective evaluation of the performance of the
Company and its offices. Nonetheless, the Board recognizes that the
President and CEO has invaluable insight into the Company due to the nature of
his position and recognizes the value of his position on the
Board. Accordingly, the Board believes that the Company’s
shareholders and interests are best served by keeping the position of
President/Chief Executive Officer and Chairman of the Board as separate and
independent positions.
Upon
evaluation, the Compensation Committee has determined that the Company’s
compensation practices and policies are not reasonably likely to have a material
adverse effect on the Company. In making this determination, the
Compensation Committee considered that none of the compensation policies and
practices at a business unit carry a significant portion of the Company’s risk
profile, has a significantly different compensation structure than other units,
is significantly more profitable than other units, or pays compensation expense
as a significant percentage of the unit’s revenues.
Risk
Oversight. The Board has an active role, as a whole and at the
committee level, in overseeing the management of the Company’s
risks. The Board regularly reviews and determines the Company’s risk
management philosophies, policies and processes. The Board is
primarily responsible for overseeing the management of the Company’s risk
associated with the Board’s governance and delegation decisions, including
decisions about compensation.
The Audit
Committee is primarily responsible for overseeing the management of the
Company’s accounting and financial reporting matters. The Audit
Committee charter provides that the Audit Committee’s responsibilities include
inquiring of management and the Company’s outside auditors regarding key
financial statement risk areas, including the Company’s processes for
identifying and assessing such risk areas and the steps the Company has taken
with regard to such risk areas. In connection with these
responsibilities, the Audit Committee routinely reviews and evaluates the
Company’s processes for identifying and assessing key financial statement risk
areas and for formulating and implementing steps to address such risk
areas. The Audit Committee is also responsible for inquiring of
management and the Company’s outside auditors regarding significant business
risks or exposures, including the Company’s processes for identifying and
assessing such risks and exposures and the steps management has taken to
minimize such risks and exposures.
The Company’s
officers that are responsible for the day-to-day risk management
responsibilities of the Company regularly report to the Audit Committee with
regard thereto. The Audit Committee oversees such officers’
identification and management of risk management issues and regularly meet with
such officers regarding risk management issues of the Company and the processes
and procedures used for identifying and managing risk. In addition,
the Audit Committee also regularly reviews the reporting processes from those
officers that are responsible for the day-to-day management of the Company’s
risk to determine if these reporting processes or other flow of information to
the could be improved.
Meetings.
Each current director attended 100% of the meetings of the Board and
Committees of the Board on which he served during 2009. Our
independent directors regularly meet as a group in executive sessions outside of
the presence of management.
Attendance of
Directors at 2009 Annual Meeting of Shareholders. On
Assignment has not adopted a formal policy with respect to director attendance
at the annual meetings of the shareholders and our Bylaws allow the annual
meetings to be conducted by the presiding officer of such meeting. Of the
current directors who were serving on our Board on June 1, 2009, Mr. Dameris and
Mr. Jones attended our 2009 Annual Meeting of Shareholders.
Communicating
with the Board
We invite
shareholders and other interested parties to communicate any concerns they may
have about On Assignment directly and confidentially with either the
Chairman of the Board or the non-management directors as a group by writing to
the attention of either the Chairman of the Board or the non-management
Directors at On Assignment, Inc., 26651 West Agoura Road, Calabasas,
California 91302. Any such communication will be forwarded, unopened, to
Mr. Jeremy Jones, Chairman of the Board.
On
Assignment has adopted a Code of Business Conduct and Ethics that is applicable
to all directors, officers and employees of On Assignment. It complies with the
requirements of Section 406 of the Sarbanes-Oxley Act of 2002. More
importantly, it reflects On Assignment’s policy for dealing with all persons,
including its customers, employees, investors, regulators and vendors, with
honesty and integrity. A copy of On Assignment’s Code of Business Conduct and
Ethics can be found on the Investor Relations—Corporate Governance page of
our website at http://www.onassignment.com. You may also obtain a copy of any of
this document without charge by writing to: On Assignment, Inc., 26651 West
Agoura Road, Calabasas, California 91302, Attn: Secretary.
Proposal
Two—Adoption of the On Assignment 2010 Incentive Award Plan
The Board
unanimously approved adoption of the On Assignment, Inc. 2010 Incentive Award
Plan (the 2010 Plan) on March 18, 2010. If the 2010 Plan is approved
by our shareholders, the 2010 Plan will replace our On Assignment 1987 Stock
Option Plan (the 1987 Plan) and we will not make any further grants of awards
under the 1987 Plan.
Why
the Board Believes You Should Vote for this Proposal
The
Board recommends a vote for the 2010 Plan because it believes it is in the best
interest of On Assignment and its shareholders for the following
reasons:
n
|
Attracting, retaining and
motivating talent are critical to our
success.
|
o
|
Through
the 2010 Plan, we can offer talented and motivated officers, directors,
employees and consultants, who are critical to our success, an opportunity
to acquire or increase a direct proprietary interest in our operations and
future success. This aligns the interests of those
service-providers with the interests of our
shareholders.
|
n
|
Our
business is built around people.
|
o
|
As
a staffing company, our employees, not a product or process, are our most
important asset. The availability of equity incentives under
our 2010 Plan is critical to retain and motivate those individuals who
build and sustain important relationships on which the success of our
business depends. For this reason, our use of equity
compensation may not fit within generic
guidelines.
|
n
|
Our executive compensation
program supports shareholder
value.
|
o
|
Long-term
incentive compensation is an integral component of our compensation
philosophy, as described below, as the Company believes that long-term
incentive compensation for our executive officers and key employees drives
performance. Providing long-term incentives in the form of
equity awards is a way to drive performance while further aligning the
interests of our employees and directors with the interest of our
shareholders.
|
o
|
It
is important for us to offer and maintain a compensation package that is
competitive within our industry, which we believe requires the use of
equity awards as a substantial component of
compensation.
|
n
|
Replacing
equity awards with cash payments may not be in the best interest of our
shareholders.
|
o
|
If
shareholders do not approve the 2010 Plan, we will have only limited
shares available under the 1987 Plan to grant equity awards to employees,
executive officers and directors in the near term and we will have to
revise our compensation philosophy and components, including substantially
increasing cash incentive levels, to remain competitive with our
peers. We believe that our shareholders’ interests would be
better served by the use of equity compensation
incentives.
|
o
|
Other
sources of compensation, including cash bonuses, do not carry the same
value in terms of long-term alignment of the interests of key employees
with our shareholders’ interests and would cause us to direct more cash
and other resources toward executive compensation and away from other
useful development of our business.
|
n
|
The
2010 Plan, in many cases, only pays out incentives based on the attainment
of results.
|
o
|
Many
awards issued under the 2010 Plan vest and become payable only upon
achievement of certain financial results or other performance objectives,
the attainment of which benefits us and our shareholders. We
believe that the passage of the 2010 Plan is crucial to incentivizing key
employees to achieve financial results for the
Company.
|
n
|
We
believe that On Assignment has demonstrated reasonable equity compensation
practices.
|
o
|
Our
shareholders approved a replenishment of 2.9 million shares under the 1987
Plan at our Annual Shareholders meeting on June 1, 2007. We
have utilized that replenishment responsibly such that 841,796 shares
remain available under the 1987 Plan as of March 31,
2010.
|
o
|
In
early 2007, we acquired two new companies which doubled our number of
employees and greatly expanded our need for capacity under our equity
compensation program.
|
o
|
If
the new share authorization is approved by stockholders, the maximum
dilution from the Company’s equity compensation program would not exceed
15% of the fully-diluted shares
outstanding.
|
n
|
The
2010 Plan is designed to protect shareholder
interests.
|
o
|
We
believe that the following characteristics of the 2010 Plan will help to
protect shareholder interests while providing us a vehicle to continue
this vitally important component of our compensation
program:
|
§
|
Independent
plan administrator.
|
§
|
1.53:1
grant ratio on full value awards (meaning that each share subject to any
equity award other than a stock option or stock appreciation right will
reduce the number of shares available for grant under the 2010 Plan by
1.53 available shares).
|
§
|
No
discount stock options or stock appreciation rights (meaning that these
awards may not be granted with an exercise or strike price lower than the
fair market value of the shares of stock underlying such award on the
grant date).
|
§
|
No
repricing or repurchasing of stock options without shareholder
approval.
|
§
|
No
payment of dividends on unvested awards prior to the vesting of such
awards.
|
§
|
Extended
vesting practices
|
Description
of the On Assignment 2010 Incentive Award Plan
A
description of the principal features of the 2010 Plan is set forth below and is
qualified in its entirety by the terms of the 2010 Plan which is attached as
Annex A. If our shareholders vote to approve the 2010 Plan, no
further grants of awards will be made under the 1987 Plan.
Eligibility;
Administration.
Employees,
consultants and directors of the Company, and certain of its subsidiaries will
be eligible to receive awards under the 2010 Plan. The 2010 Plan will
be administered by our Compensation Committee, which may delegate its duties and
responsibilities to subcommittees of our director and/or officers, subject to
certain limitations that may be imposed under applicable law or regulation,
including Section 162(m) of the Internal Revenue Code of 1986, as amended (the
Code), Section 16 of the Exchange Act and/or stock exchange rules, as
applicable. The Board will administer the 2010 Plan with respect to
awards to non-employee directors. In addition, the Board has
delegated authority to the Stock Option Committee, which currently consists of
one director, Mr. Dameris, to grant stock options to eligible employees who are
not executive officers or directors, within pre-approved limits. The
plan administrator will have the authority to grant and set the terms of all
awards under, make all determinations and interpretations under, prescribe all
forms for use with, and adopt rules for the administration of, the 2010 Plan,
subject to its express terms and conditions.
Limitation on Awards and
Shares Available.
An
aggregate of (i) 1,300,000 shares of our common stock, plus (ii) 841,796 shares
which were available for issuance under the 1987 Plan on March 31, 2010 (or such
lesser number as remain available under the 1987 Plan as of the date of
shareholder approval of the 2010 Plan) will be available for issuance under
awards granted pursuant to the 2010 Plan, which shares may be treasury shares,
authorized but unissued shares, or shares purchased in the open
market. The number of authorized shares will be reduced by 1 share
for each share issued pursuant to a stock option or stock appreciation right
(SAR) and by 1.53 shares for each share subject to a “full-value” equity award
(which generally include awards other than stock options and SARs, such as
restricted stock and restricted stock units).
The
following types of shares will be added back to the available share limit under
the 2010 Plan: (x) shares subject to awards that are forfeited, expire or are
settled for cash, (y) shares tendered or withheld to satisfy grant or exercise
price or tax withholding obligations associated with an award, and (z) shares
repurchased by the Company at the same price paid by a participant pursuant to
the Company’s repurchase right with respect to restricted stock
awards. However, the following types of shares will not be added back
to the available share limit under the 2010 Plan: (A) shares subject to a SAR
that are not issued in connection with the stock settlement of the SAR on its
exercise, and (B) shares purchased on the open market with the cash proceeds
from the exercise of options.
Awards
granted under the 2010 Plan upon the assumption of, or in substitution for,
awards authorized or outstanding under a qualifying equity plan maintained by an
entity with which the Company enters into a merger or similar corporate
transaction will not reduce the shares authorized for grant under the 2010
Plan. The maximum number of shares of our common stock that may be
subject to one or more awards granted to any one participant pursuant to the
2010 Plan during any rolling three-year period is 2,000,000 and the maximum
amount that may be paid in cash pursuant to the 2010 Plan to any one participant
during any rolling three-year period is $10,000,000.
The 2010
Plan provides for the grant of stock options, including incentive stock options
(ISOs) and nonqualified stock options (NSOs), restricted stock, dividend
equivalent rights, stock payments, deferred stock, restricted stock units
(RSUs), performance shares, other incentive awards, SARs and cash awards. Except
with respect to certain awards to Mr. Dameris under his 2010 employment
agreement, no determination has been made as to the types or amounts of awards
that will be granted to specific individuals pursuant to the 2010
Plan. Certain awards under the 2010 Plan may constitute or provide
for a deferral of compensation, subject to Code Section 409A, which may impose
additional requirements on the terms and conditions of such awards. All awards
will be set forth in award agreements, which will detail all terms and
conditions of the awards, including any applicable vesting and payment
terms. Awards other than cash awards will generally be settled in
shares of our common stock, but the plan administrator may provide for cash
settlement of any award. A brief description of each award type
follows.
n
|
Stock Options. Stock options
provide for the purchase of shares of our common stock in the future at an
exercise price set on the grant date. ISOs, by contrast to NSOs, may
provide tax deferral beyond exercise and favorable capital gains tax
treatment to their holders if certain holding period and other Code
requirements are satisfied. The exercise price of a stock option may not
be less than 100% of the fair market value of the underlying share on the
date of grant (110% in the case of ISOs granted to certain significant
shareholders), except with respect to certain substitute options granted
in connection with a corporate transaction. The term of a stock
option may not be longer than ten years (or five years in the case of ISOs
granted to certain significant shareholders). Vesting
conditions determined by the plan administrator may apply to stock
options, may include continued service, performance and/or other
conditions.
|
n
|
Stock Appreciation
Rights. SARs entitle
their holder, upon exercise, to receive from us an amount equal to the
appreciation of the shares subject to the award between the grant date and
the exercise date. The exercise price of a SAR may not be less
than 100% of the fair market value of the underlying share on the date of
grant (except with respect to certain substitute SARs granted in
connection with a corporate transaction) and the term of a SAR may not be
longer than ten years. Vesting conditions determined by the
plan administrator may apply to SARs, and may include continued service,
performance and/or other
conditions.
|
n
|
Restricted Stock; Deferred
Stock; RSUs; Performance Shares. Restricted
stock is an
award of nontransferable shares of our common stock that remain
forfeitable unless and until specified conditions are met, and which may
be subject to a purchase price. Dividends will not be paid on
restricted stock awards unless and until the shares vest. Deferred
stock and
RSUs are
contractual promises to deliver shares of our common stock in the future,
which may also remain forfeitable unless and until specified conditions
are met. Delivery of the shares underlying these awards may be
deferred under the terms of the award or at the election of the
participant, if the plan administrator permits such a
deferral. Performance shares are contractual rights to receive
a range of shares of our common stock in the future based on the
attainment of specified performance goals, in addition to other conditions
which may apply to these awards. Conditions applicable to restricted
stock, deferred stock, RSUs and performance shares may be based on
continuing service with us or our affiliates, the attainment of
performance goals and/or such other conditions as the plan administrator
may determine.
|
n
|
Stock Payments; Other
Incentive Awards; Cash Awards. Stock payments are awards of
fully vested shares of our common stock that may, but need not be, made in
lieu of base salary, bonus, fees or other cash compensation otherwise
payable to any individual who is eligible to receive
awards. Other incentive awards are awards other than those
enumerated in this summary that are denominated in, linked to or derived
from shares of our common stock or value metrics related to our shares,
and may remain forfeitable unless and until specified conditions are
met. Cash awards are cash
incentive bonuses subject to performance
goals.
|
n
|
Dividend Equivalent
Rights. Dividend equivalent rights represent the right to receive
the equivalent value of dividends paid on shares of our common stock and
may be granted alone or in tandem with awards other than stock options or
SARs. Dividend equivalents are credited as of dividend payments
dates during the period between the date an award is granted and the date
such award vests, is exercised, is distributed or expires, as
determined by the plan administrator. Dividend equivalents may
not be paid on awards under the 2010 Plan unless and until such awards
have vested.
|
All
awards may be granted as performance awards (in addition to those identified
above as performance awards), meaning that any such award will be subject to
vesting and/or payment based on the attainment of specified performance goals.
The plan administrator will determine whether performance awards are intended to
constitute “qualified performance-based compensation” (QPBC) within the meaning
of Code Section 162(m), in which case the applicable performance criteria will
be selected from the list below in accordance with the requirements of Code
Section 162(m).
Code
Section 162(m) imposes a $1,000,000 cap on the compensation deduction that we
may take in respect of compensation paid to our “covered employees” (which
should include our CEO and our next four most highly compensated employees other
than our CFO), but excludes from the calculation of amounts subject to this
limitation any amounts that constitute QPBC. In order to constitute
QPBC under Code Section 162(m), in addition to certain other requirements, the
relevant amounts must be payable only upon the attainment of pre-established,
objective performance goals set by our Compensation Committee during the first
ninety days of the relevant performance period and linked to
shareholder-approved performance criteria.
For
purposes of the 2010 Plan, one or more of the following performance criteria
will be used in setting performance goals applicable to QPBC, and may be used in
setting performance goals applicable to other performance awards: (i) net
earnings (either before or after one or more of the following: (A) interest, (B)
taxes, (C) depreciation and (D) amortization); (ii) gross or net sales or
revenue; (iii) net income (either before or after taxes); (iv) adjusted net
income; (v) operating earnings or profit; (vi) cash flow (including, but not
limited to, operating cash flow and free cash flow); (vii) return on assets;
(viii) return on capital; (ix) return on shareholders’ equity; (x) total
shareholder return; (xi) return on sales; (xii) gross or net profit or operating
margin; (xiii) costs; (xiv) funds from operations; (xv) expenses; (xvi) working
capital; (xvii) earnings per share; (xviii) adjusted earnings per share; (xix)
price per share of common stock; (xx) regulatory body approval for
commercialization of a product; (xxi) implementation or completion of critical
projects; (xxii) market share; and (xxiii) economic value, any of which may be
measured either in absolute terms or as compared to any incremental increase or
decrease or as compared to results of a peer group or to market performance
indicators or indices. The 2010 Plan also permits the plan
administrator to provide for objectively determinable adjustments to the
applicable performance criteria in setting performance goals for QPBC awards.
The plan
administrator has broad discretion to equitably adjust the provisions of the
2010 Plan, as well as the terms and conditions of existing and future awards, to
prevent the dilution or enlargement of intended benefits and facilitate
necessary or desirable changes in the event of certain transactions and events
affecting our common stock, such as stock dividends, stock splits, mergers,
acquisitions, consolidations and other corporate transactions. In
addition, in the event of certain non-reciprocal transactions with our
shareholders known as “equity restructurings,” the plan administrator will make
equitable adjustments to the 2010 Plan and outstanding awards. In the
event of a change in control of On Assignment (as defined in the 2010 Plan), the
surviving entity must assume outstanding awards or substitute economically
equivalent awards for such outstanding awards; however, if the surviving entity
refuses to assume or substitute for outstanding awards, then all awards will
vest in full and be deemed exercised (as applicable) upon the
transaction. Individual award agreements may provide for additional
accelerated vesting and payment provisions.
Foreign
Participants; Transferability; Participant Payments
The plan
administrator may modify award terms, establish subplans and/or adjust other
terms and conditions of awards, subject to the share limits described above, in
order to facilitate grants of awards subject to the laws and/or stock exchange
rules of countries outside of the United States. With limited
exceptions for estate planning, domestic relations orders, certain beneficiary
designations and the laws of descent and distribution, awards under the 2010
Plan are generally non-transferable prior to vesting and are exercisable only by
the participant. With regard to tax withholding, exercise price and purchase
price obligations arising in connection with awards under the 2010 Plan, the
plan administrator may, in its discretion, accept cash or check, shares of our
common stock that meet specified conditions, a “market sell order” or such other
consideration as it deems suitable.
Plan
Amendment and Termination
The Board
may amend or terminate the 2010 Plan at any time; however, except in connection
with certain changes in capital structure, shareholder approval will be required
for any amendment that increases the number of shares available under the 2010
Plan or “reprices” any stock option or SAR (including any grant of cash or
another award in respect of any stock option or SAR when the option or SAR price
per share exceeds the fair market value of the underlying shares). No award may
be granted pursuant to the 2010 Plan after the tenth anniversary of the date on
which we adopt the 2010 Plan.
Federal
Income Tax Consequences
The
following is a general summary under current law of the material federal income
tax consequences to participants in the 2010 Plan. This summary deals
with the general tax principles that apply and is provided only for general
information. Some kinds of taxes, such as state, local and foreign
incomes taxes, are not discussed.
Incentive Stock Options. The grant of an ISO will not
be a taxable event for the grantee or result in a business expense deduction for
us. A grantee will not recognize taxable income upon exercise of an
ISO (except that the alternative minimum tax may apply), and any gain realized
upon a disposition of our common stock received pursuant to the exercise of an
ISO will be taxed as long-term capital gain if the grantee holds the shares of
common stock for at least two years after the date of grant and for one year
after the date of exercise (the “holding period requirement”). We will not be
entitled to any business expense deduction with respect to the exercise of an
ISO, except as discussed below.
For the
exercise of an option to qualify for the foregoing tax treatment, the grantee
generally must be our employee or an employee of our subsidiary from the date
the option is granted through a date within three months prior to the date of
exercise of the option.
If all of
the foregoing requirements are met except the holding period requirement
mentioned above, the grantee will recognize ordinary income upon the disposition
of the common stock in an amount generally equal to the excess of the fair
market value of the common stock at the time the option was exercised over the
option exercise price (but not in excess of the gain realized on the sale). The
balance of the realized gain, if any, will be a capital gain. We will be allowed
a business expense deduction to the extent the grantee recognizes ordinary
income, subject to our compliance with Code Section 162(m) and to
certain reporting requirements.
Non-Qualified Options. The grant of NSO will not be
a taxable event for the grantee or result in a compensation expense deduction
for us. Upon exercising a NSO, a grantee will recognize ordinary income in an
amount equal to the difference between the exercise price and the fair market
value of the common stock on the date of exercise. Upon a subsequent sale or
exchange of shares acquired pursuant to the exercise of a NSO, the grantee will
have taxable capital gain or loss, measured by the difference between the amount
realized on the disposition and the tax basis of the shares of common stock
(generally, the amount paid for the shares plus the amount treated as ordinary
income at the time the option was exercised).
If we
comply with applicable reporting requirements and subject to the restrictions of
Code Section 162(m), we will be entitled to a business expense deduction in
the same amount and generally at the same time as the grantee recognizes
ordinary income.
Restricted Stock. A
grantee who is awarded shares of restricted stock will not recognize any taxable
income for federal income tax purposes in the year of the award, provided that
the shares of common stock are subject to restrictions requiring the restricted
stock to be nontransferable and subject to a substantial risk of forfeiture.
However, the grantee may elect under Code Section 83(b) to recognize
compensation income in the year of the award in an amount equal to the fair
market value of the common stock on the date of the award, less the purchase
price, if any, determined without regard to the restrictions. If the grantee
does not make such a Section 83(b) election, the fair market value of
the common stock on the date the restrictions lapse, less the purchase price, if
any, will be treated as compensation income to the grantee and will be taxable
in the year the restrictions lapse. If we comply with applicable reporting
requirements, subject to the restrictions of Code Section 162(m), we will
be entitled to a business expense deduction in the same amount and generally at
the same time as the grantee recognizes ordinary income.
Restricted Stock Units.
There are no immediate tax consequences of receiving an award of
restricted stock units under the 2010 Plan. A grantee who is awarded restricted
stock units will be required to recognize ordinary income in an amount equal to
the fair market value of shares issued to such grantee at the end of the
restriction period or, if later, the date on which shares are delivered in
respect of RSUs. If the delivery date of the shares is deferred more
than a short period after vesting, employment taxes will be due in the year of
vesting. If we comply with applicable reporting requirements and,
subject to the restrictions of Section 162(m), we will be entitled to a
business expense deduction in the same amount and generally at the same time as
the grantee recognizes ordinary income.
Dividend Equivalent Awards.
Grantees who receive dividend equivalent awards will be required to
recognize ordinary income equal to the amount distributed to the grantee
pursuant to the award. If we comply with applicable reporting requirements and,
subject to the restrictions of Code Section 162(m), we will be entitled to
a business expense deduction in the same amount and generally at the same time
as the grantee recognizes ordinary income.
Stock Appreciation Rights.
There are no immediate tax consequences of receiving an award of SARs
under the 2010 Plan. Upon exercising a SAR, a grantee will recognize ordinary
income in an amount equal to the difference between the exercise price and the
fair market value of the common stock on the date of exercise. If we comply with
applicable reporting requirements and with the restrictions of Code
Section 162(m), we will be entitled to a business expense deduction in the
same amount and generally at the same time as the grantee recognizes ordinary
income.
Performance Share Awards.
Grantees who receive performance share awards generally will not realize
taxable income at the time of the grant of the performance shares, and we will
not be entitled to a deduction at that time. When the award is paid, whether in
cash or common stock, the grantee will have ordinary income, and, if we comply
with applicable reporting requirements and, subject to the restrictions of Code
Section 162(m), we will be entitled to a corresponding deduction.
Stock Payment Awards.
Grantees who receive a stock payment in lieu of a cash payment that would
otherwise have been made will be taxed as if the cash payment has been received,
and, if we comply with applicable reporting requirements and subject to the
restrictions of Section 162(m), we will have a deduction in the same
amount.
Deferred Stock. A
grantee receiving deferred stock generally will not have taxable income upon the
issuance of the deferred stock and we will not then be entitled to a deduction.
However, when shares underlying the deferred stock are issued to the grantee, he
or she will realize ordinary income and, if we comply with applicable reporting
requirements and subject to the restrictions of Code Section 162(m), we will be
entitled to a deduction in an amount equal to the difference between the fair
market value of the shares at the date of issuance over the purchase price, if
any, paid for the deferred stock. Employment taxes with respect to
these awards will generally be due in the year of vesting.
Performance
Awards. The award of a performance or annual incentive award
will have no federal income tax consequences for us or for the grantee. The
payment of the award is taxable to a grantee as ordinary income. If we comply
with applicable reporting requirements and, subject to the restrictions of
Section 162(m) of the Internal Revenue Code, we will be entitled to a
business expense deduction in the same amount and generally at the same time as
the grantee recognizes ordinary income.
Code Section 409A. Certain types
of awards under the 2010 Plan, including, but not limited to RSUs and deferred
stock, may constitute, or provide for, a deferral of compensation subject to
Code Section 409A. Unless certain requirements set forth in Code
Section 409A are complied with, holders of such awards may be taxed earlier than
would otherwise be the case (e.g., at the time of vesting
instead of the time of payment) and may be subject to an additional 20% penalty
tax (and, potentially, certain interest penalties). To the extent
applicable, the 2010 Plan and awards granted under the 2010 Plan are intended to
be structured and interpreted to comply with Code Section 409A and the
Department of Treasury regulations and other interpretive guidance that may be
issued under Code Section 409A.
Code Section 162(m). In
general, under Code Section 162(m) , income tax deductions of publicly-held
corporations may be limited to the extent total compensation for certain
executive officers exceeds $1 million (less the amount of any “excess parachute
payments” as defined in Code Section 280G) in any taxable year of the
corporation. However, under Code Section 162(m), the deduction limit
does not apply to certain “performance-based” compensation. Stock options and
SARs will satisfy the “performance-based” exception if (a) the awards are made
by a qualifying compensation committee, (b) the plan sets the maximum number of
shares that can be granted to any person within a specified period and (c) the
compensation is based solely on an increase in the stock price after the grant
date. The 2010 Plan has been designed to permit the plan
administrator to grant stock options and SARs which will qualify as
“performance-based compensation.” In addition, other
performance-based awards under the 2010 Plan may be intended to constitute QPBC,
as discussed above.
Future
benefits under the 2010 Plan are generally discretionary and therefore not
currently determinable, except with respect to certain awards to our independent
directors in 2010 and to Mr. Dameris under his employment agreement entered into
on November 4, 2009 and effective January 1, 2010 (2010 Employment Agreement, as
referenced elsewhere in this Proxy). These awards are described in
the table below. The number of shares under these awards will
depend on the closing share price on the day of grant and are not determinable
at this time.
Name
and Position
|
|
Dollar
Value of Awards under 2010 Incentive Award Plan
|
Peter
T. Dameris (1)
|
|
$
|
4,100,000
|
|
James
L. Brill
|
|
$
|
―
|
|
Emmett
McGrath
|
|
$
|
―
|
|
Michael
McGowan
|
|
$
|
―
|
|
Mark
Brouse
|
|
$
|
―
|
|
Executive
Group
|
|
$
|
―
|
|
Non-Executive
Director Group
|
|
$
|
240,000
|
|
Non-Executive
Officer Employee Group
|
|
$
|
―
|
|
(1)
Pursuant to his 2010 Employment Agreement, Mr. Dameris is entitled to the
following equity award values under the 2010 Plan: $500,000 for 2010, $1,800,000
for 2011 and $1,800,000 for 2012.
Approval of Proposal
Two
The
affirmative vote of the holders of a majority of On Assignment’s voting shares
represented and entitled to vote on this proposal at the Annual Meeting is
required for the adoption of the 2010 Plan. Our Board unanimously
recommends that our shareholders vote “FOR” the adoption of On Assignment’s 2010
Plan.
Equity
Compensation Plan Information
The table
below sets forth the following information as of December 31, 2009 for
(i) all compensation plans previously approved by shareholders; and
(ii) all compensation plans not previously approved by
shareholders:
|
(1)
|
the
number of securities to be issued upon the exercise of outstanding
options, warrants and rights;
|
|
(2)
|
the
weighted-average exercise price of such outstanding options, warrants and
rights; and
|
|
(3)
|
other
than securities to be issued upon the exercise of such outstanding
options, warrants and rights, the number of securities remaining available
for future issuance under the plan.
|
Plan Category
|
|
Number of
Securities
to be Issued
Upon Exercise of
Outstanding
Options,
Warrants and
Rights
(a)
|
|
Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
(b)
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
(c)
|
Equity
compensation plans approved by shareholders
|
|
|
2,216,917
|
|
|
|
8.16
|
|
|
|
1,632,994
|
|
Equity
compensation plans not approved by shareholders
|
|
|
220,024
|
|
|
|
12.38
|
|
|
|
―
|
|
Total
|
|
|
2,436,941
|
|
|
|
8.54
|
|
|
|
1,632,994
|
|
Proposal
Three —Adoption of the On Assignment 2010 Employee Stock Purchase
Plan
On March 18,
2010, the Board unanimously adopted the On Assignment 2010 Employee Stock
Purchase Plan (ESPP) and directed that the ESPP be submitted to the shareholders
for approval. Under the ESPP
, we may grant our employees and employees of designated subsidiaries the
opportunity to purchase shares of our common stock at a discount. The
purpose of the ESPP is to facilitate purchases of our common stock by employees
and to encourage employees to remain in the employment of the
Company. The ESPP allows eligible employees to purchase common stock
of the Company through payroll deductions at eighty-five percent of the lower of
the market price on the first day or the last day of semi-annual offering
periods. The ESPP is intended to qualify as an “employee stock
purchase plan” under Code Section 423.
Prior
Employee Stock Purchase Plan
We previously
maintained a shareholder-approved Employee Stock Purchase Plan which was
originally adopted by our Board on March 1, 1993 (the Prior ESPP). The pool of
shares available for issuance under the Prior ESPP was fully depleted on
February 27, 2009. As a result, the Prior ESPP was terminated and no
additional shares will be issued under the Prior ESPP.
Description
of the Employee Stock Purchase Plan
A summary
of the principal features of the ESPP is set forth below and is qualified by
reference to the full text of the ESPP, which is attached to this Proxy
Statement as Annex B.
Administration. The
ESPP will be administered by a committee of Board which, initially, shall be the
Compensation Committee. The plan administrator will have broad
authority to administer and construe the ESPP and to make determinations with
respect to awards, eligible participants, designated subsidiaries and other
matters pertaining to plan administration.
Common Stock Reserved for Issuance
under the ESPP. Subject to approval by our shareholders of the ESPP, a
total of 3,500,000 shares of our common stock will be authorized for grant under
the ESPP. The common stock made available for sale under the ESPP may
be unissued shares, treasury shares or shares reacquired in private transactions
or open market purchases. In computing the number of shares of common stock
available for grant, shares relating to options which terminate prior to
exercise will be available for future grants of options.
Participating Subsidiaries and
Sub-plans. The plan administrator may designate certain of our
subsidiaries as participating subsidiaries in the ESPP and may change these
designations from time to time. The following subsidiaries will be designated to
participate in the ESPP for the initial offering under the ESPP (and thereafter
unless changed by the plan administrator): (1) Assignment Ready, Inc., (2)
Oxford Global Resources, Inc., and (3) VISTA Staffing Solutions,
Inc. The plan administrator may also adopt sub-plans in order to
ensure that the terms of the ESPP, as applicable to any non-U.S. participating
subsidiaries, comply with applicable foreign laws.
Eligible
Employees. Our employees and those of our participating
subsidiaries are generally eligible to participate in the ESPP, though employees
who own 5% or more of the combined voting power or value of all classes of our
stock or the stock of one of our subsidiaries are not allowed to participate in
the ESPP. Under applicable tax rules, the plan administrator
may also exclude certain categories of employees from participation in the ESPP.
For the initial offering period (and thereafter unless changed by the plan
administrator), the following employees will be excluded from participation in
offerings under the ESPP: (1) employees who have been in our employ or in the
employ of a designated subsidiary for less than 30 days and (2) employees whose
customary employment with us or a designated subsidiary is twenty hours of less
per week and/or not more than five months per calendar year.
Participation. Eligible
employees may generally elect to contribute up to 50% of their base pay and
commissions during an offering period under the terms of the ESPP (though the
plan administrator may set a lower maximum percentage and will set the maximum
at 25% for the initial offering period (and thereafter unless changed by the
plan administrator)).
Options granted under the ESPP are
exercisable on certain exercise dates only through funds accumulated by an
employee through payroll deductions made during the applicable offering
period and any such
funds that are not used to purchase shares are returned to participants within
thirty days after the end of the offering period. Participants may
not accrue the right to purchase stock under the ESPP (or any other
tax-qualified stock purchase plan) with a fair market value exceeding $25,000 in
any calendar year. Participation in the ESPP is voluntary.
Offering Periods. Under
the ESPP, employees are offered the option to purchase shares of our common
stock at a discount on the last trading day of each offering period (the
exercise date). The plan administrator may designate varying offering
periods (including periods that overlap), but will designate that the initial
offering period will run for six months, commencing on October 1, 2010, and
ending on March 31, 2010. Thereafter, offering periods under the ESPP will run
for semiannual periods from April 1 through September 31 and from October 1
through March 31, unless otherwise designated by the plan administrator in the
future.
The
option purchase price will be 85% of the closing price of our common stock on
either the first trading day of the offering period or the last trading day of
the offering period, which ever is lower, as reported on the NASDAQ Stock
Market. Unless a participant has previously canceled his or her
participation in the ESPP, an amount equal to the amount credited to his or her
ESPP account shall be used to purchase the maximum number of whole shares of our
common stock that can be purchased for that offering period, subject to
individual and aggregate share limitations under the ESPP. No
fractional shares will be issued.
A
participant may cancel his or her payroll deduction authorization no later than
fifteen calendar days prior to the end of any offering period. Upon
cancellation, the participant may elect either to withdraw all of the funds then
credited to his or her ESPP account and withdraw from the ESPP or have the
balance of his or her account applied to the purchase of whole shares of common
stock that can be purchased for the offering period in which his or her
cancellation is effective.
Termination of
Employment. If a participant dies during an offering period,
the participant’s estate or beneficiary may elect to use amounts credited to the
participant’s account to purchase shares at the end of the relevant offering
period or may elect to have such amounts returned to the estate or
beneficiary. If a participant experiences a disability (as defined in
the ESPP) within three months prior to the end of an offering period, the
participant may elect to purchase shares at the end of the relevant offering
period or to have amounts credited to the participant’s account
returned. Upon any other termination of employment, amounts credited
to a participant’s account will be returned to the participant.
Transferability. Options
granted under the ESPP are not transferable and are exercisable only by the
participant. In addition, without the consent of the plan
administrator, no shares of common stock purchased under the ESPP may be
transferred by the participant before the first anniversary of the exercise date
on which such shares were purchased, other than by will or pursuant to the laws
of descent and distribution. This transfer restriction on shares will
not apply to any transfer of shares to us or in connection with a liquidation or
corporate transaction involving us.
Adjustments. In
the event of any dividend or other distribution, recapitalization,
reclassification, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, liquidation,
dissolution, sale, transfer, exchange or other disposition of all or
substantially all of our assets, or exchange of shares of our common stock or
other securities, issuance of warrants or other rights to purchase shares of our
common stock or other securities, or other similar corporate transactions or
events, the plan administrator has broad discretion to equitably adjust awards
under the ESPP to prevent the dilution or enlargement of benefits under
outstanding awards as a result of such transaction.
Insufficient
Shares. If the total number of shares of common stock which are to
be purchased under outstanding purchase rights on any particular date exceed the
number of shares then available for issuance under the ESPP, the plan
administrator will make a pro rata allocation of the available shares on a
uniform and equitable basis, and unless additional shares are authorized under
the ESPP, no further offering periods will take place. In this event,
excess payroll deductions will be refunded to participants.
Amendment or Termination of the
ESPP. The plan administrator has the right to amend, suspend,
or terminate the ESPP at any time and from time to time to any extent that it
deems advisable. However, absent the approval of our shareholders,
the plan administrator may not amend the ESPP (1) to increase the maximum number
of shares that may be purchased under the ESPP or (2) in any manner that would
cause the ESPP to no longer be an “employee stock purchase plan” within the
meaning of Code Section 423. If the ESPP is approved, unless
terminated earlier by the plan administrator, the ESPP will terminate
automatically on March 18, 2020. No further offerings will take place
once all shares of common stock available for purchase thereunder have been
purchased unless shareholders approve an amendment authorizing new shares under
the ESPP.
Federal
Income Tax Consequences
The ESPP
is intended to be an "employee stock purchase plan" within the meaning of Code
Section 423. Under a plan which so qualifies, no taxable income will
be recognized by a participant, and no deductions will be allowable to the
Company, upon either the grant or the exercise of the purchase
rights. Taxable income will not be recognized until there is a sale
or other disposition of the shares acquired under the ESPP or in the event that
the participant dies while still owning the purchased shares.
If the
participant sells or otherwise disposes of the purchased shares within two years
after the date on which the purchase right relating to those shares was granted
(which is typically the first day of the applicable offering period) or within
one year after the purchase date of those shares, then the participant will
recognize ordinary income in the year of sale or disposition equal to the amount
by which the fair market value of the shares on the purchase date exceeded the
purchase price paid for those shares, and the Company will be entitled to an
income tax deduction in the taxable year in which such disposition occurs equal
to the amount of such excess. Any further gain or loss to the
participant upon disposition will be capital gain or loss, and the amount of
ordinary income recognized by the participant will be added to the participant’s
basis in the common stock for purposes of determining such capital gain or
loss.
If the
participant sells or disposes of the purchased shares more than two years after
the date on which the purchase right relating to those shares was granted and
more than one year after the purchase date of those shares, then the participant
will recognize ordinary income in the year of sale or disposition equal to the
lesser of (i) the amount by which the fair market value of the shares on the
sale or disposition date exceeded the purchase price paid for those shares, or
(ii) fifteen percent (15%) of the fair market value of the shares on the date of
grant of the purchase right. The Company will not be entitled to an
income tax deduction with respect to such disposition. Any further
gain or loss to the participant upon disposition will be capital gain or loss,
and the amount of ordinary income recognized by the participant will be added to
the participant’s basis in the Common Stock for purposes of determining such
capital gain or loss.
If the
participant still owns the purchased shares at the time of death, the lesser of
(i) the amount by which the fair market value of the shares on the date of death
exceeds the purchase price or (ii) fifteen percent (15%) of the fair market
value of the shares on the applicable date of grant of the purchase right will
constitute ordinary income in the year of death.
New Plan
Benefits. No current non-employee directors will receive any
benefit under the ESPP. The benefits that will be received, or that
would have been received during the fiscal year ended December 31, 2009 if the
ESPP had been in effect during such fiscal year, under the ESPP by our current
executive officers and by all eligible employees are not currently determinable
because the benefits depend upon the degree of participation by employees and,
with respect to future benefits, the trading price of our common stock in future
periods.
Approval
of Proposal Three
The
affirmative vote of the holders of a majority of On Assignment’s voting shares
represented and entitled to vote at the Annual Meeting is required to adopt the
On Assignment 2010 Employee Stock Purchase Plan. Our Board unanimously
recommends that our shareholders vote “FOR” the On Assignment 2010 Employee
Stock Purchase Plan.
EXECUTIVE
AND DIRECTOR COMPENSATION
|
Compensation
Discussion and Analysis
|
The
Company seeks to attract, motivate and retain key talent needed to enable
On Assignment to operate successfully in a competitive
environment. The Company’s fundamental policy is to offer
On Assignment’s named executive officers (hereinafter referred to as
“executive officers” or “executives”) competitive compensation opportunities
based upon their relevant experience, their individual performance and the
overall financial performance of On Assignment in a way that is aligned with the
long-term interests of the Company’s shareholders.
The
Compensation Committee, all three members of which are independent directors
under applicable NASDAQ and SEC rules, oversees the executive compensation
program and determines compensation for the Company’s executive
officers. The Compensation Committee recognizes that, from time to
time, it is appropriate to enter into compensatory agreements with key
executives, and has done so with each of its executive
officers. Through these agreements, On Assignment seeks to further
motivate such individuals or retain their services as well as to secure
confidentiality and nonsolicitation obligations from such executives, applicable
both during and after their employment. These agreements with
executive officers include executive employment agreements and severance
arrangements.
In
exercising discretion to determine compensation, the Compensation Committee
carefully considers the experience, responsibilities and performance of each
executive officer and the Company’s overall financial
performance. At the Compensation Committee’s request, Mr.
Dameris reviews with the Compensation Committee the performance of the other
executive officers. The Compensation Committee periodically reviews
the effectiveness and competitiveness of On Assignment’s executive
compensation structure with the assistance of compensation consultants and by
conducting informal salary surveys. The Compensation Committee works
closely with the Chief Executive Officer in setting compensation for the
executive officers, giving considerable weight to Mr. Dameris’ evaluation of the
other executive officers because of his direct knowledge of their
performance. The Company believes that the compensation program for
the executive officers is instrumental in the Company’s
performance.
In
determining appropriate compensation for our executives, On Assignment considers
numerous factors including, but not limited to: rewarding results
which are beneficial for the shareholders, competitive compensation, balancing
cash and equity payments, recognizing external effects on our business (i.e. the
economy), retention of executives and key employees, skills of the executive
officers, the Company’s business and growth strategy and the overall
reasonableness of compensation. The Compensation Committee strives to achieve a
balance between cash and equity compensation as well as long-term and short-term
incentive compensation which align with our shareholders’
interests. The Compensation Committee balances various goals,
longer-term performance objectives and vesting conditions and increases the
range of performance. The Company limits the size of compensation
based on non-performance issues such as sign-on bonuses.
Generally, as an
executive officer’s level of responsibility increases, the Compensation
Committee links a greater portion of the executive’s total compensation to
On Assignment’s performance, quantified by measurements such as revenue,
profitability, earnings before interest, taxes, depreciation and amortization
(EBITDA), adjusted EBITDA and stock price appreciation, rather than solely upon
the executive’s salary. The Compensation Committee believes this
structure is appropriate because as the executive’s level of responsibility
increases, the impact of his efforts and business judgment upon the performance
of the Company and the Company’s stock price also increases. To that
end, our executive officers receive annual cash incentive compensation
opportunities with attainment targets set each year by the Compensation
Committee, based on percentages of their annual salary, with those percentages
ranging from 75% to 120%, depending upon the scope of the executive’s
responsibilities. Additionally, our executive officers receive
restricted stock or restricted stock unit equity grants that increase as the
executive’s level of responsibility and impact on overall Company performance
increases. The value of the equity grants are tied to the value of On
Assignment’s common stock, with vesting schedules that are based on the passage
of time and, in some cases, also upon the attainment of performance-based goals
established by the Compensation Committee.
The key
factors considered in establishing the components of each executive officer’s
compensation package for 2009 are summarized below.
The key
elements of executive compensation are:
n
|
performance-based
cash incentive compensation
|
n
|
long-term
equity-based incentive awards, which may include time vesting and
performance-based vesting grants
|
n
|
fringe
benefits and participation in Company-sponsored employee benefit
plans
|
Base
Salary
One
important component of our compensation package is an annual salary commensurate
with the each executive officer’s experience, scope of responsibility, skill in
executing those responsibilities and overall value to the
organization. Other factors considered in determining base salary are
individual performance as measured by the success of the executive’s business
division or area of responsibility, competitiveness with salary levels of
similarly sized companies evaluated through informal salary surveys, internal
compensation parity standards and On Assignment’s ability to pay an appropriate
and competitive salary. The amount and timing of any increase in base
compensation depends upon, among other things, overall economic conditions, the
Company’s performance, the individual’s performance, internal compensation
parity and the time interval and any responsibilities assumed since the last
salary increase. While the Compensation Committee allocates a
competitive base salary for each executive, base salary is only a portion of the
overall compensation program. Executives’ performance, including
over-achievement, is rewarded through incentive programs, rather than base
salary.
Incentive
Compensation Philosophy
A
fundamental objective of the Compensation Committee is to make a substantial
portion of each executive officer’s compensation contingent upon On Assignment’s
performance as well as upon his own individual level of performance such that
each executive officer is compensated for results. The Compensation
Committee may further this objective through an annual performance-based
incentive compensation program using multi-year, long-term incentive awards
subject to achievement of specified goals tied to business criteria, including
periodic equity grants with performance-based vesting components. The
Compensation Committee strives to align the remuneration potential for the
executive officers with shareholder interests through the use of stock options
and other equity awards. The mechanics and attainment criteria for
annual incentive awards and long-term incentive awards are discussed in greater
detail below.
The
Compensation Committee believes the use of both annual and long-term incentive
awards encourages the executive officers to balance and manage short-term
returns against long-term Company goals and investments in future
opportunities. Annual incentive awards are generally cash awards,
intended to reward the executive for achieving growth on one or more designated
business unit level or consolidated performance metrics. Multi-year,
long-term incentive awards are typically equity awards, with vesting triggered
by the passage of time and/or by the attainment of designated levels of Company
financial performance. The Compensation Committee may specify the
amount of the incentive award as a percentage of the executive’s annual salary
or as another amount that need not bear a strictly mathematical relationship to
the performance goals. The Compensation Committee may, in its discretion, reduce
the amount of certain awards otherwise payable in connection with an incentive
program if the Compensation Committee determines that the assumptions applied
when setting the goals ultimately proved invalid, unanticipated factors not tied
to executive performance resulted in the executive’s attainment of the targets,
or the Compensation Committee determines that other considerations dictate that
the award should be reduced. Awards to individuals who are covered
under Code Section 162(m) (discussed below) or who the Compensation
Committee believes may be covered in the future, may be structured by the
Compensation Committee, in its discretion, to constitute “qualified
performance-based compensation” under Code Section 162(m) in order to
preserve the deductibility of the awards.
Annual
Cash Incentive Compensation
Executive
officers are eligible for annual incentive compensation payable in cash and tied
to achievement of performance goals, which typically include components related
to revenues and profitability, either at the divisional or corporate levels, or
a combination, depending upon the executive’s area of
responsibility. By focusing on revenues and profitability measures,
the Compensation Committee attempts to relate annual cash incentive compensation
to performance measures that demonstrate appropriate growth and contribute to
overall shareholder value. Within the first 90 days of each fiscal
year, the Compensation Committee establishes performance targets and
corresponding incentive compensation, which is typically calculated as a
percentage of the individual’s base salary, with higher level executives
eligible for higher percentages. Currently these percentages range from 75% of
annual salary to 120% of annual salary, assigned according to the rank and the
scope of responsibilities of the executive. For most of our officers,
half or more of each annual compensation package is attached to attainment of
the respective incentive compensation program targets. The
Compensation Committee feels this arrangement appropriately links the
executives’ remuneration to the performance of the Company and the benefits
derived by the shareholders. Actual percentages and a detailed
description of performance targets applicable to the 2009 annual incentive
compensation program are set forth in more detail for each executive officer in
the section below titled “Summary of Executive Compensation” section presented
elsewhere in this Proxy Statement. The targets are based on
full year performance measures and are, therefore, determined at a time when
attainment is substantially uncertain. In recent years, including 2009, this
incentive bonus has consisted of two components: a “target bonus” for
the achievement of set objectives the Compensation Committee established at the
beginning of the year and an additional bonus, paid incrementally, up to a
pre-set level if an executive surpasses the set
objectives. Structuring the annual incentive compensation in this
manner upholds On Assignment’s philosophy of paying for
performance. The target bonus is designed to be achievable based upon
highly competent management performance on the executive’s part, assuming
certain economic conditions and other circumstances at the time the goal was
established. The maximum additional target bonus is designed to be
difficult to achieve under those circumstances and to reward truly exceptional
performance.
As
previously noted, the Compensation Committee may exercise negative discretion to
reduce the amount of an award otherwise to be made in connection with certain
incentive plans. Subject to limitations imposed on certain awards
under Code Section 162(m) (discussed below), the Compensation Committee may also
award additional discretionary incentive compensation, based on such factors as
substantial over-achievement of performance targets for which the annual
incentive compensation program otherwise provides no award, upon a change in the
executive officer’s employment status or in recognition of an executive’s
success in implementing change or otherwise attaining results that delivered
value to the Company, but were not captured in the annual incentive program
performance targets. The Compensation Committee reserves all of the
foregoing discretion to avoid results that fail to serve the goal of paying for
performance, based on a strict application of the program.
Long-Term Equity Incentive
Compensation
The
Compensation Committee periodically approves grants of stock options, restricted
stock and restricted stock units to On Assignment’s executive
officers. The grants may occur in conjunction with On Assignment’s
entry into an executive employment agreement or extension of an executive
employment agreement, or as part of a periodic assessment of the degree to which
equity continues to constitute an appreciable component of the executive
officers’ compensation packages. These grants are designed to balance
the comparatively short-term goals of the annual incentive compensation targets
with long- term stock price performance, to align the interests of each
executive officer with those of the shareholders and to provide each individual
with a significant incentive to manage their responsibilities from the
perspective of an owner with an equity stake in the business. Each option grant
allows the executive officer to acquire shares of common stock over a specified
period of time of up to ten years. Because our stock options are
granted at fair market value, these grants provide a return to the executive
officer only if the market price of the shares appreciates over the option
term. Due to volatility in the fair market value of the Company’s
common stock, which can fail to reflect the actual financial performance of the
Company, as well as periodic trading restrictions imposed on our executive
officers as a result of their status as Company insiders, the Compensation
Committee typically augments stock option awards to our executive officers with
awards of restricted stock units as well as, in the case of Mr. Dameris, awards
of restricted stock. Because the restricted stock and restricted
stock unit grants are generally made in exchange for nominal consideration only,
these grants confer the full share value on their recipients and therefore
continue to encourage the recipient to maximize the value of the Company’s
common stock, even where short-term stock price drops may render awards based
solely on stock appreciation (such as options and stock appreciation rights)
worthless.
The
Company continues to rely primarily on long-term equity awards in the form of
restricted stock units to ensure a strong connection between the executive
compensation program and the long-term interests of the Company’s
shareholders. The Company believes that restricted stock units are
effective compensation element for attracting executives and promoting their
long-term commitment to the Company. A restricted stock unit award
vests only if the executive officer provides services to the Company until the
vesting date. On Assignment believes that granting equity awards with
long vesting periods create a retention incentive and encourages the executive
officers to focus on the Company’s long-term business objectives and long-term
stock price performance.
Like
stock options, restricted stock and restricted stock units vest over a specified
period of time. Unlike our typical grants of stock options,
restricted stock and restricted stock unit grants may condition the vesting of
some percentage of the award upon achievement of defined performance criteria
within a specific timeframe. Because options reward their recipients
only for stock price increase (and are therefore inherently performance based),
we believe that time-based vesting is generally appropriate for options, while
conditioning some of the vesting of restricted stock and restricted stock unit
awards (which confer full share value) on the attainment of performance
objectives is appropriate. This type of award creates an
incentive for the executive to attain the designated performance criteria, for
vesting purposes, as well as to execute business plans that increase the overall
fair market value of our common stock and align the executives’ interests with
the Company’s shareholders.
The size
of the restricted stock award, option or restricted stock unit grant is set at a
level that the Compensation Committee deems appropriate in order to create a
meaningful opportunity for stock ownership based upon the executive’s current
position and ability to impact the stock price. The size of the award
or grant is also generally linked to the executive officer’s annual salary and
incentive compensation opportunity. Equity awards or grants also take
into account the scope and business impact of the executive’s position, the
individual’s potential to assume future duties and responsibility on behalf of
On Assignment over the vesting schedule and/or option term, the executive’s
individual performance in recent periods and the executive’s current holdings of
On Assignment stock and options received through previous equity grants as well
as the per individual, per period award limits. We feel that taking all of these
factors into consideration enhances our ability to provide meaningful and
appropriate incentives.
Company-Sponsored
Health and Welfare Benefits
Our
executives and their legal dependents are eligible to participate in Company
sponsored health and welfare plans. These benefits are designed to be
competitive with overall market practices and to attract and retain employees
with the skills and experience needed to promote On Assignment’s
goals. The Compensation Committee believes that providing this
coverage opportunity and enabling payment of the employee portion of such
coverage costs through payroll deductions encourages our executives and their
legal dependents to avail themselves of appropriate medical, dental and other
health care services, as necessary, to help ensure our executives’ continued
ability to contribute their efforts towards achieving On Assignment’s growth,
profitability and other goals.
Severance
and Change-in-Control Benefits
The
executive employment agreements also provide for severance arrangements with
each executive officer in the event of an involuntary termination without
“cause” or, in some cases, a “constructive termination” or a termination by the
executive for “good reason” as those terms are defined in the executive
employment agreements. Additionally, pursuant to our Executive Change
of Control Agreements with Mr. Brill and Mr. Dameris and the On Assignment
Change in Control Severance Plan in which our other executive officers
participate, On Assignment provides for payments of the executive officer’s
then-current annual salary and incentive compensation and continuation of health
and welfare plan participation or lump-sum payment of the cost of such continued
coverage for a pre-defined period of time, without cost to the executive, in the
event the executive is terminated under certain defined circumstances following
a change in control. We feel that these severance triggers and
levels are appropriate to ensure our executive officers’ financial security,
commensurate with their positions, in order to ensure that they remain focused
on their duties and responsibilities and promote the best interests of On
Assignment in all circumstances.
Pursuant
to the Executive Change of Control Agreements with Mr. Brill and Mr. Dameris,
immediately prior to a change of control (as defined in the agreements), all
stock options and other unvested equity awards then held by the executive will
become fully vested and exercisable subject, in Mr. Dameris’ case, to exceptions
with respect to certain equity awards called for under his employment
agreement. Under the Executive Change of Control Agreements as well
as the On Assignment Change in Control Severance Plan, in the event it is
determined that any payment arising under such agreement or plan would be
subject to the excise tax imposed by Code Section 4999, then the executive shall
be entitled to receive an additional payment in an amount equal to the excise
tax imposed upon the payments. The Compensation Committee believes
that the change in control arrangements serve to minimize any distraction to the
executive officer resulting from a potential change in the control of the
Company and decrease the risk that these individuals would leave On Assignment
when a transaction was imminent, thereby reducing the value of On Assignment to
a prospective buyer, or to the shareholders in the event the transaction failed
to close. Structuring the change in control severance benefits as
primarily “double-trigger” (becoming payable only upon the occurrence of the
executive’s involuntary or constructive termination following the change in
control) appropriately serves these goals yet avoids bestowing a windfall on the
executive officer in the event he is not involuntarily terminated following such
an event. The Compensation Committee believes use of the
“single-trigger” accelerated vesting of stock options and other unvested equity
awards held by Mr. Brill and Mr. Dameris (which occurs immediately prior to a
change in control regardless of whether the executive is involuntarily
terminated upon or following the transaction), properly acknowledges the direct
link between the executive’s leadership of the Company and the value of the
equity and recognizes that the link is greatly attenuated after a change in
control, regardless of the executive’s actual employment status. The
single-trigger arrangement permits Mr. Brill and Mr. Dameris to receive the
benefit of an increase in the fair market value of the equity resulting from
their efforts to consummate a transaction approved by our
shareholders. The executive employment, severance and change of
control arrangements are described under the heading “Employment Contracts and
Change in Control Arrangements” below.
Perquisites
On
Assignment also makes additional perquisites available to certain of its
executive officers, consisting of a monthly automobile allowance, payment or
reimbursement of actual expenses incurred by the executive officer in connection
with an annual physical examination, (subject to specific limits) and payment or
reimbursement of actual expenses incurred for tax preparation and financial
planning services, (again, not to exceed specific limits). The
Compensation Committee acknowledges the considerable time and focus demanded of
our executive officers by their work duties as well as their role as
“ambassadors” of On Assignment and authorizes these benefits in order to limit
the impact of attending to these personal
responsibilities. Additionally, the Compensation Committee believes
the executives perceive these perquisites to be highly valuable and therefore
helpful in attracting and retaining qualified leaders.
Deferred
Compensation Plans
On
Assignment offers tax-qualified 401(k) plans to its U.S.
employees. Some of our executives and other employees are not
eligible to participate, or to fully participate up the maximum contribution
levels permitted by the Code, in the applicable On Assignment 401(k) plan as a
result of their status as “highly compensated” employees under the
Code. Therefore, On Assignment offers the On Assignment Deferred
Compensation Plan, a separate non-qualified savings plan, for eligible employees
which currently permits employees and directors determined to be eligible by the
Compensation Committee to annually elect to defer up to 100% of their base
salary, incentive compensation, and/or director fees on a pre-tax basis and earn
tax-deferred income on these amounts. The Company believes that these
tax advantaged savings plans are valuable in recruiting talented
executives. The Deferred Compensation Plans permit matching Company
contributions and other benefits similar to, though not as favorable for tax
purposes, as the 401(k) plans. The Compensation Committee maintains
these programs in an effort to provide the executive officers with retirement
benefits that are comparable to and competitive with the benefits available to
similarly situated executives in the market. The On Assignment
Deferred Compensation Plans are described in more detail under the heading
“Deferred Compensation” elsewhere in this Proxy Statement.
Employee
Stock Purchase Plan
As
previously discussed in this Proxy statement, On Assignment maintained an
Employee Stock Purchase Plan which terminated on February 27, 2009 (the Prior
ESPP) due to the depletion of shares available for issuance. Since an employee
stock purchase plan is designed to assist employees of the Company in acquiring
stock ownership in the Company and to encourage employees to remain in the
employment of the Company, the Company now seeks shareholder approval for the
2010 On Assignment Employee Stock Purchase Plan as described in this Proxy
statement. We believe that implementing an employee stock purchase
plan helps incentivize our executive officers and provides the incentives of
ownership generally to our employees.
Tax
Provisions and Accounting Consequences
The
Compensation Committee considers the anticipated tax consequences to us and our
executive officers when reviewing our compensation programs, as the
deductibility of some types of compensation payments or the amount of tax
imposed on the payments can depend upon the timing of an executive’s vesting or
exercise of previously granted rights or termination of
employment. The Compensation Committee considers the requirements of
Code Sections 409A and 162(m) when structuring the executive compensation
packages. Code Section 162(m) limits the tax deductibility to the
Company of annual compensation in excess of $1,000,000 that is paid to our Chief
Executive Officer, and our three other most highly compensated executive
officers (other than the Chief Financial Officer). However,
certain performance-based compensation is excluded from the $1,000,000 limit if,
among other requirements, the compensation is payable only upon the attainment
of pre-established, objective performance goals that are based on
shareholder-approved performance criteria and the committee that establishes and
certifies such goals consists only of “outside directors.” All members of our
Compensation Committee, which establishes such goals, qualify as outside
directors. Code Section 409A imposes an excise tax on employees with respect to
compensation paid in contravention of certain requirements upon the timing of
the payment(s) of amounts that are deemed to constitute “nonqualified deferred
compensation” under the Code. Changes in applicable tax laws and
regulations, as well as other factors beyond the Compensation Committee’s
control, also can affect the deductibility of compensation.
The
Compensation Committee also endeavors to structure executive officers’
compensation based on the requirements of Code Section 280G. Code
Section 280G disallows a tax deduction with respect to excess parachute payments
to certain executives of companies which undergo a change in
control. In addition, Code Section 4999 imposes a 20 percent penalty
on the individual receiving the excess payment. Parachute payments
are compensation that is linked to or triggered by a change in control and may
include, but are not limited to, bonus payments, severance payments, certain
fringe benefits, and payments and acceleration of vesting from long-term
incentive plans including stock options and other equity- based
compensation. Excess parachute payments are parachute payments that
exceed a threshold determined under Code Section 280G based on the executive’s
prior compensation. In approving the compensation arrangements for
our executive officers, our Compensation Committee considers all elements of the
cost to our Company of providing such compensation, including the potential
impact of Code Section 280G. However, our Compensation Committee may,
in its judgment, authorize compensation arrangements that could give rise to
loss of deductibility under Code Section 280G and the imposition of excise taxes
under Code Section 4999 when it believes that such arrangements are appropriate
to attract and retain executive talent.
The
Compensation Committee also regularly considers the accounting implications of
significant compensation decisions, especially in connection with decisions that
relate to equity compensation awards. In particular, ASC Topic 718 (formerly
known as FASB 123R), requires us to recognize an expense for the fair value of
equity-based compensation awards. As accounting standards change, we may revise
certain programs to appropriately align accounting expenses of our awards with
our overall executive compensation philosophy and objectives.
While the
tax or accounting impact of any compensation arrangement is one factor to be
considered in determining appropriate compensation, such impact is evaluated in
light of the Compensation Committee’s overall compensation philosophy and
objectives. The Compensation Committee will consider ways to maximize the
deductibility of executive compensation, while retaining the discretion it deems
necessary to compensate executive officers in a manner commensurate with
performance and the competitive environment for executive talent. The
Compensation Committee may award compensation which is not fully deductible to
our executive officers if it determines that such award is consistent with its
philosophy and is in our and our shareholders’ best interests.
Like the
1987 Plan, the 2010 Plan described in this Proxy Statement and now presented to
the shareholders for approval at the Annual Meeting, is designed to permit the
Compensation Committee to grant awards that may qualify as performance-based for
purposes of satisfying the conditions of Code Section 162(m), including stock
options, other performance-vesting awards and cash incentive
awards. Other awards under the plan, including time-vesting
restricted stock and restricted stock units may not qualify as performance-based
awards.
Summary
of Executive Compensation
Compensation
paid to executive officers for 2009 consisted primarily of base salary, bonuses
in connection with the annual incentive compensation program and long-term
incentive compensation consisting of stock option grants and restricted stock
units as described above.
Chief
Executive Officer Compensation
Mr. Dameris’
2009 compensation was determined based on principles applicable to executive
officers generally: to offer base salary that equitably compensates the
executive for the competent execution of his duties and responsibilities, to
structure an overall compensation package that rewards superior performance, to
balance attainment of near-term business objectives with long-term goals and to
align the executive’s goals with those of our shareholders. His 2009
compensation was also based on the terms of his November 2003 employment
agreement, as amended through December 31, 2009.
Mr. Dameris’
salary was set at $635,250 as of August 2008, representing a 10% increase from
his prior-year salary, and he did not receive a salary increase in
2009. In determining not to apply a salary increase in 2009, the
Compensation Committee considered the overall volume and value of Mr. Dameris’
equity grants, described below, his annual incentive compensation opportunity,
described herein, the performance of the Company during the period since his
last salary increase, the typical percentage increase applied to the other
executive officers’ salaries, the performance of the staffing industry during
2009 and the overall economic climate.
Mr.
Dameris’ target cash incentive compensation remained at 120% of his base salary
as further described under “Employment Contracts and Change in Control
Arrangements” in this Proxy Statement. The targets are set by the
Compensation Committee after consultation with Mr. Dameris. For 2009,
the targets were set such that Mr. Dameris would earn an annual incentive bonus
equal to 60% of his annual base salary upon the Company’s attainment of a
consolidated 2009 adjusted EBITDA of no less then $54,000,000; Mr. Dameris would
earn an annual incentive bonus equal to of up to 42% of his annual base salary
on a sliding scale, based on the Company’s attainment of an operating margin of
at least 7.65% up to a maximum of 8.5%; and Mr. Dameris would earn an annual
incentive equal to of up to 18% of his annual base salary with the actual award
amount between 0% and 18% to be determined at the Committee’s discretion based
on the Company attaining 2009 cash generation in excess of $28 million and/or
the Company amending or replacing its existing credit facility on terms
acceptable to the Board. Mr. Dameris voluntarily waived his
participation in the annual incentive compensation program for 2009 and thereby
waived any cash incentive compensation to which he would otherwise have been
entitled in 2009. Accordingly, Mr. Dameris was not paid any amount for his 2009
cash incentive compensation.
During
2009, Mr. Dameris received additional compensation of $7,115.35, which consisted
of his monthly automobile allowance, healthcare-related reimbursement and tax
preparation expense reimbursement.
In
January 2009, pursuant to his employment agreement, Mr. Dameris was granted
90,252 restricted stock units with a fair market value of approximately $500,000
on the date of grant, with 11/36ths vesting on December 31, 2009 and the
remainder vesting incrementally at the rate of 1/36th per
month, through January 2, 2012, subject to Mr. Dameris’ continued
employment through each such vesting date. The Compensation Committee
believes the restricted stock unit grant provides Mr. Dameris with incentive to
focus on increasing the long-term value of the Company’s common stock, to the
benefit of the Company’s shareholders. Also in January 2009, pursuant
to his employment agreement, Mr. Dameris was granted 90,252 restricted stock
units, which vest as to a range of the units on a sliding scale on December 31,
2011, based on the Company’s stock price performance as compared to that of
certain peer companies (designated by the Compensation Committee) during the
performance period commencing January 1, 2009 and ending December 31, 2011, as
measured over the first 20 days and last 20 days of such
period. The Compensation Committee believes this provides Mr. Dameris
with incentive to focus on outperforming the Company’s peers, thereby ensuring
that the Company is considered a premier performer in its
sector. In January 2009, pursuant to his employment agreement,
Mr. Dameris was also granted a restricted stock award of 90,252 shares, with a
fair market value of approximately $500,000 on the date of grant. Pursuant to
the grant terms, Mr. Dameris earns 50% of the shares that are the subject of
this grant if the Company attains adjusted EBITDA of at least $43,200,000 in
2009 and he earns the remaining 50% of the shares on a pro-rata basis if the
Company’s 2009 adjusted EBITDA is at least $43,200,000 up to a maximum of
$54,000,000, vesting in the number of shares earned on December 31, 2009,
subject to his continued employment through such date. As a result of
the Company’s performance in 2009 following the global economic downturn, the
Company attained $32,040,000 in adjusted EBITDA for 2009, and, consequently, Mr.
Dameris did not earn this portion of his long-term equity incentive awards based
on achievement of financial objectives.
The
Compensation Committee believes the performance conditions imposed on this award
encouraged Mr. Dameris to strive for superior 2009 adjusted EBITDA results while
the time-vesting component encourages Mr. Dameris to continue in service through
the vesting date. The use of adjusted EBITDA targets encourages Mr.
Dameris to focus on producing financial results that align with the interests of
the shareholders. The Compensation Committee assigned equal weight to
the time-vesting restricted stock units, the restricted stock units which vest
based on our total shareholder return as compared with our peers and the
restricted stock. It did so in order to offer a balanced incentive
and reward for an overall increase in the fair market value of our stock, the
attainment of specific performance goals and superior stock performance relative
to similar companies in our industry.
Chief
Financial Officer Compensation
Mr. Brill’s
2009 compensation was determined based on the same factors applicable to Mr.
Dameris and our other executive officers generally, as discussed as well as the
terms of his January 1, 2007 employment agreement, as amended and restated on
December 11, 2008.
Mr. Brill’s
annual base salary for 2009 was set at $293,760, a 2% increase from
2008. His salary was set after considering Mr. Brill’s past
performance as the Company’s Chief Financial Officer, the annual salary
increases awarded to the Company’s other employees and executive officers for
the year, the range of the Company’s other executive officer salaries, the
performance of the Company and the overall economic climate.
Pursuant
to his employment agreement, Mr. Brill is eligible for an annual cash incentive
award of up to 100% of his annual base salary. The Compensation
Committee established Mr. Brill’s annual incentive compensation percentage based
on these same general factors that the Compensation Committee considered for his
annual base salary. The targets are set by the Compensation Committee
after consultation with the Chief Executive Officer and represent a percentage
attainment of the amount forecasted by the Company for the fiscal year as set
forth in the 2009 Board-approved budget. In addition, the
Compensation Committee considers specific factors relevant to the Company’s
success for that year. For 2009, Mr. Brill would be eligible to
receive 50% of his annual base salary contingent upon the Company achieving
consolidated 2009 Adjusted EBITDA of no less than $54,000,000. Mr.
Brill would be eligible for up to 50% of his annual base salary determined as a
linear pro ration of the extent to which the company achieves the following
goals: (i) up to 20% will be earned based on the Company
generating cash levels between $25,200,000 and $30,8000,000; (ii) up to 20% will
be earned based on the Company’s attainment of a consolidated gross margin of at
least 27.45% up to a maximum of 30.5%; (iii) up to 40% based on the Company’s
attainment of a consolidated Adjusted EBITDA margin of at least 7.65% up to a
maximum of 8.5%; (iv) 20% if the Company successfully negotiates an amendment to
its existing credit facility or a complete replacement thereof. Mr.
Brill waived his participation in the annual incentive compensation program and
thereby waived any incentive compensation to which he would otherwise have been
entitled in 2009. Accordingly, Mr. Brill was not paid any 2009 cash
incentive compensation.
Mr. Brill
received additional compensation of $3,115.35, which consisted of his monthly
automobile allowance.
The
Compensation Committee strives to align the remuneration potential for the
executive officers with shareholder interests through the use of stock options
and other equity awards. In furtherance of this objective, on January
2, 2009, Mr. Brill received a grant of 77,601 restricted stock units. Sixty
percent of the award (or 46,561 restricted stock units) vests in three equal,
annual installments of approximately 15,521 units on each of on January 2, 2010,
January 2, 2011 and January 2, 2012. The remaining 40% of the award
is performance-based, vesting in three equal, annual installments, on the first
three anniversaries of the grant date as set forth above, subject to attainment
of performance targets established by the Compensation Committee (the
“Performance Vesting Grant”).
The
portion of Mr. Brill’s Performance Vesting Grant eligible to vest based on 2009
performance totaled 10,347 restricted stock units. Fifty percent (or
5,175 restricted stock units) would have vested contingent upon the Company
attaining adjusted EBITDA of $45,900,000 in 2009. Thereafter, Mr.
Brill would have vested in up to an additional 50% of the grant incrementally
when the Company achieved adjusted EBITDA of between $45,900,000 up to a maximum
of adjusted EBITDA of $59,400,000 in 2009. As a result of the
Company’s performance in 2009 following the global economic downturn, the
Company achieved adjusted EBITDA of $32,040,000 in 2009 and Mr. Brill did not
vest in this long-term equity incentive award. Accordingly, 10,347
restricted stock units from the 2009 Performance Vesting Grant rolled forward to
become part of the 2010 Performance Vesting Grant scheduled to vest, contingent
upon attainment of the applicable adjusted EBITDA target, in January
2011. Second and third installments of the Performance Vesting Grant
shall vest, again, contingent upon attainment of adjusted EBITDA targets
established by the Compensation Committee, on the second and third anniversaries
of the grant date, respectively. However, in the event Mr. Brill does
not attain the targets necessary to vest the entire first year Performance
Vesting Grant in January of 2010, the unvested Performance Vesting Grant for
2009 shall roll forward for one year only and shall be added to the 2010
Performance Vesting Grant potentially vesting in January of 2011. Vesting shall
then be contingent upon Mr. Brill’s attainment of the adjusted EBITDA target
established by the Compensation Committee for the year 2010. Any
unvested Performance Vesting Grant originally scheduled to vest in January of
2011 shall, likewise, roll forward for one year only and shall be added to the
Performance Vesting Grant potentially vesting in January 2012.
The use of
adjusted EBITDA targets encourages Mr. Brill to focus on producing results that
align with the interests of the shareholders. The Compensation
Committee chose restricted stock units because, unlike stock options, the
restricted stock units are not at risk of becoming “underwater” during the three
year vesting period and thereby failing in their fundamental purpose of
providing an incentive to Mr. Brill to remain employed with the Company and
focus efforts on achieving the performance targets necessary for
vesting. The Compensation Committee establishes the applicable
performance targets within the first 90 days of each year. Vesting as
described above occurs only if Mr. Brill remains employed with the Company
through the performance vesting date. In the event of a change in control
of the Company, the vesting of any unvested portion of the award shall be
subject to the provisions of Mr. Brill’s executive change in control
agreement. If Mr. Brill’s employment with us is terminated for any
other reason, the unvested portion of the restricted stock units will be
forfeited as of the termination date.
To
arrive at the number of restricted stock units subject to the grant, the
Compensation Committee considered Mr. Brill’s experience serving as the Chief
Financial Officer of a publicly-traded company, the quality of his service to
the Company, the number of restricted stock units granted to the Company’s other
executive officers, and the then-current fair market value of the Company’s
common stock. Consistent with its overall compensation philosophy,
the Compensation Committee believes that the time-vesting portion of the
restricted stock unit grant rewards Mr. Brill for exercising business judgment
that maximizes the trading price of the Company’s common stock over a multi-year
period and the performance-vesting portion of the restricted stock unit grant
encourages Mr. Brill to strive for superior adjusted EBITDA
results. The Compensation Committee also believes the multi-year
vesting schedule encourages Mr. Brill’s continuation in service with the Company
through those vesting dates.
President
of Oxford Global Resources Compensation
Mr.
McGowan’s 2009 compensation was determined based on the same factors described
above for the other executive officers as well as the terms of his January 3,
2007 employment agreement, as amended and restated on December 30,
2008. Under his employment agreement, Mr. McGowan was entitled
to a minimum annual base salary of $345,000 for calendar year
2009. Mr. McGowan did not receive a salary increase in
2009. In determining not to apply a salary increase in 2009, the
Compensation Committee considered Mr. McGowan’s experience as President of
Oxford, current salary for serving as President of Oxford, the impact of
Oxford’s performance on the Company’s overall performance, the range of the
Company’s other executive officer salaries, the overall challenging economy as
well as the performance of Oxford during 2009.
Pursuant
to his employment agreement, Mr. McGowan is eligible for an annual cash
incentive award of up to 100% of his annual base salary. The
Compensation Committee established Mr. McGowan’s annual incentive compensation
percentage based on the same general factors that the Compensation Committee
considered for his annual base salary. For 2009, Mr. McGowan would be
eligible to earn an annual incentive bonus up to 50% of his annual base salary
contingent upon Oxford and/or the Company achieving the following
goals: (i) 40% based upon Oxford attaining 2009 Adjusted EBITDA of no
less than $24,376,000 and (ii) 60% based upon the
Company attaining consolidated 2009 Adjusted EBITDA of no less than
$54,000,000. Mr. McGowan would be eligible to earn up to 50% of his
annual base salary determined as a linear pro ration of the extent to which
Oxford and/or the Company achieve the following goals: (i) up to 20%
based on the Company generating cash levels between $25,200,000 and $30,800,000;
(ii) up to 20% based on Oxford’s attainment of a gross margin of at least 33.43%
up to a maximum of 37.14% (iii) up to 20% based on the Company’s
attainment of a consolidated gross margin of at least 27.45% up to a maximum of
30.5%; (iv) up to 15% based on Oxford’s attainment of an Adjusted EBITDA margin
of at least 11.86% up to a maximum of 13.18%; (v) up to 15% based on the
Company’s attainment of a consolidated Adjusted EBITDA margin of at least 7.65%
up to a maximum of 8.5%; (vi) 10% if the Company successfully negotiates an
amendment to its existing credit facility or a complete replacement thereof. The
annual incentive compensation targets are set by the Compensation Committee
after consultation with the Chief Executive Officer and represent a percentage
attainment of the amount forecasted by the Company for the fiscal year as set
forth in the 2009 Board-approved budget. In addition, the Compensation Committee
considers specific factors relevant to the Company’s success for that
year. Mr. McGowan waived his participation in the annual incentive
compensation program and thereby waived any incentive compensation to which he
would otherwise have been entitled in 2009. Accordingly, Mr. McGowan
was not paid any 2009 cash incentive compensation.
During
2009, McGowan received additional compensation of $6,076.78, which consisted of
monthly automobile allowance and tax preparation expense
reimbursement.
The
Compensation Committee strives to align the remuneration potential for the
executive officers with shareholder interests through the use of stock options
and other equity awards. In furtherance of this objective, on January
2, 2009, Mr. McGowan received a grant of 44,092 restricted stock units. Sixty
percent of the award (or 26,455 restricted stock units) vests in three equal,
annual installments of 8,819 on January 2, 2010, January 2, 2011 and January 2,
2012. The remaining 40% of the award is performance-based, vesting in
three equal, annual installments, on the first three anniversaries of the grant
date as set forth above, subject to attainment of performance targets
established by the Compensation Committee (the “Performance Vesting
Grant”).
The
portion of Mr. McGowan’s Performance Vesting Grant eligible to vest based on
2009 performance totaled 5,879 restricted stock units. Fifty percent
(or 2,939 restricted stock units) would have vested contingent upon the Company
attaining adjusted EBITDA of $45,900,00 in 2009. Thereafter, Mr.
McGowan would have vested in up to an additional 50% of the grant incrementally
when the Company achieved adjusted EBITDA in excess of $45,900,000, up to a
maximum of $59,400,000 in 2009. As a result of the Company’s
performance in 2009 following the global economic downturn, the Company achieved
adjusted EBITDA of $32,040,000 in 2009 and Mr. McGowan did not vest in this
long-term equity incentive award. Accordingly, 5,879 restricted stock
units from the 2009 Performance Vesting Grant rolled forward to become part of
the 2010 Performance Vesting Grant scheduled to vest, contingent upon attainment
of the applicable adjusted EBITDA target, in January 2011. Second and third
installments of the Performance Vesting Grant shall vest, again, contingent upon
attainment of adjusted EBITDA targets established by the Compensation Committee,
on the second and third anniversaries of the grant date,
respectively. However, in the event Mr. McGowan does not attain the
targets necessary to vest the entire first year Performance Vesting Grant in
January of 2010, the unvested Performance Vesting Grant for 2009 shall roll
forward for one year only and shall be added to the 2010 Performance Vesting
Grant potentially vesting in January of 2011. Vesting shall then be contingent
upon Mr. McGowan’s attainment of the adjusted EBITDA target established by the
Compensation Committee for the year 2010. Any unvested Performance
Vesting Grant originally scheduled to vest in January of 2011 shall, likewise,
roll forward for one year only and shall be added to the Performance Vesting
Grant potentially vesting in January 2012.
The use
of adjusted EBITDA targets encourages Mr. McGowan to focus on producing
financial results that align with the interests of the
shareholders. The Compensation Committee chose restricted stock units
because unlike stock options, the restricted stock units are not at risk of
becoming “underwater” during the three year vesting period and thereby failing
in their fundamental purpose of providing an incentive to Mr. McGowan to remain
employed with the Company and focus efforts on achieving the performance targets
necessary for vesting. The Compensation Committee establishes the
applicable performance targets within the first 90 days of each year. Vesting as
described above occurs only if Mr. McGowan remains employed with the Company
through the performance vesting date. If Mr. McGowan’s employment with us
is terminated for any reason, the unvested portion of the restricted stock units
will be forfeited as of the termination date.
To arrive
at the number of restricted stock units subject to the grant, the Compensation
Committee considered Mr. McGowan’s experience serving as the President of
Oxford, the quality of his service to the Company, the number of restricted
stock units granted to the Company’s other executive officers, the overall
equity awarded to the Company’s other executive officers as compared with Mr.
McGowan, and the then-current fair market value of the Company’s common
stock. Consistent with its overall compensation philosophy, the
Compensation Committee believes that the time-vesting portion of the restricted
stock unit grant rewards Mr. McGowan for exercising business judgment that
maximizes the trading price of the Company’s common stock over a multi-year
period and the performance-vesting portion of the restricted stock unit grant
encourages Mr. McGowan to strive for superior adjusted EBITDA
results. The Compensation Committee also believes the multi-year
vesting schedule encourages Mr. McGowan’s continuation in service with the
Company through those vesting dates.
President
of Life Sciences and Allied Healthcare Compensation
Mr. McGrath’s
2009 compensation was determined based on the same factors described above for
the other executive officers as well as the terms of his July 23, 2004
employment agreement, as amended on November 28, 2007 and amended and restated
on December 11, 2008. Mr. McGrath’s salary was set by the
Compensation Committee after considering his experience, the anticipated impact
of the Life Sciences and Allied Healthcare divisions’ performance on the
Company’s overall performance, the range of the Company’s other executive
officer salaries and the overall economic climate. Mr. McGrath’s
annual salary was set at $316,200, a 2% increase from 2008.
Pursuant to
his employment agreement, Mr. McGrath is eligible for an annual cash incentive
award of up to 100% of his annual base salary. The Compensation
Committee established Mr. McGrath’s 2009 incentive compensation percentage based
on the same general factors that the Compensation Committee considered for his
annual base salary. For 2009, Mr. McGrath would be eligible to earn
an annual incentive bonus up to 50% of his annual base salary contingent upon
the Life Sciences division, the Allied division and/or the Company achieving the
following goals: (i) 40% based upon attaining consolidated 2009
Adjusted EBITDA of no less than $54,000,000; (ii) 45% based upon attaining Life
Sciences Branch contribution of $21,305,000; and (iii) 15% based upon attaining
Allied Branch contribution of $4,634,000. Mr. McGrath was eligible to
earn an annual incentive bonus of up to 50% of his annual base salary determined
as a linear pro ration of the extent to which the Life Sciences division, the
Allied division and/or the Company achieve the following goals: (i)
up to 20% will be earned based on the Company generating cash levels between
$25,200,000 and $30,800,000; (ii) up to 15% will be earned based on Life
Sciences division’s attainment of a gross margin of at least 29.19% up to a
maximum of 32.43%; (iii) up to 5% will be earned based on
the Allied division’s attainment of a gross margin of at least 27.85% up to a
maximum of 30.95%; (iv) up to 20% based on the Company’s attainment of a
consolidated gross margin of at least 27.45% up to a maximum of 30.5%; (v) up to
11.25% based on the Life Sciences division’s attainment of Branch contribution
margin of at least 16.24% up to a maximum of 18.05%; (vi) up to 3.75% based on
the Allied division’s attainment of Branch contribution margin of at least 7.53%
up to maximum of 8.37%; (vii) up to 15% based on the Company attaining Adjusted
EBITDA margin of at least 7.65% up to a maximum of 8.5%; (viii) 10% if the
Company successfully negotiates an amendment to its existing credit facility or
a complete replacement thereof. The amount of Mr. McGrath’s annual incentive
compensation consists of multiple components relating to attainment of adjusted
EBITDA and branch contribution of the Company overall, the Life Sciences
division and the Allied Healthcare division. The targets are set by
the Compensation Committee after consultation with the Chief Executive Officer
and represent a percentage attainment of the amount forecasted by the Company
for the fiscal year as set forth in the 2009 Board-approved
budget. Mr. McGrath waived his participation in the annual incentive
compensation program and thereby waived any incentive compensation to which he
would otherwise have been entitled in 2009. Accordingly, Mr. McGrath
was not paid any amount for his 2009 cash incentive compensation.
During
2009, Mr. McGrath also received additional compensation of $3,375 which
consisted of his monthly automobile allowance.
The
Compensation Committee strives to align the remuneration potential for the
executive officers with shareholder interests through the use of stock options
and other equity awards. In furtherance of this objective, on January
2, 2009, Mr. McGrath received a grant of 44,092 restricted stock units. Sixty
percent of the award (or 26,455 restricted stock units) vests in three equal,
annual installments of approximately 8,819 units on each of January 2, 2010,
January 2, 2011 and January 2, 2012. The remaining 40% of the award
is performance-based, vesting in three equal, annual installments, on the first
three anniversaries of the grant date as set forth above, subject to attainment
of performance targets established by the Compensation Committee (the
“Performance Vesting Grant”).
The
portion of Mr. McGrath’s Performance Vesting Grant eligible to vest based on
2009 performance totaled 5,879 restricted stock units. Fifty percent
(or 2,939 restricted stock units) would have vested contingent upon the Company
attaining adjusted EBITDA of $45,900,000 in 2009. Thereafter, Mr.
McGrath vested in up to an additional 50% of the grant incrementally when the
Company achieved adjusted EBITDA in excess of $45,900,000 up to a maximum of
$59,400,000 in 2009. As a result of the Company’s performance in 2009
following the global economic downturn, the Company achieved adjusted EBITDA of
$32,040,000 in 2009 and Mr. McGrath did not vest in this long-term equity
incentive award. Accordingly, 5,879 restricted stock units from the
2009 Performance Vesting Grant rolled forward to become part of the 2010
Performance Vesting Grant scheduled to vest, contingent upon attainment of the
applicable adjusted EBITDA target, in January 2011. Second and third
installments of the Performance Vesting Grant shall vest, again, contingent upon
attainment of adjusted EBITDA and/or branch contribution targets established by
the Compensation Committee, on the second and third anniversaries of the grant
date, respectively. However, in the event Mr. McGrath does not attain
the targets necessary to vest the entire first year Performance Vesting Grant in
January of 2010, the unvested Performance Vesting Grant for 2009 shall roll
forward for one year only and shall be added to the 2010 Performance Vesting
Grant potentially vesting in January of 2011. Vesting shall then be contingent
upon Mr. McGrath’s attainment of the adjusted EBITDA target established by the
Compensation Committee for the year 2010. Any unvested Performance
Vesting Grant originally scheduled to vest in January of 2011 shall, likewise,
roll forward for one year only and shall be added to the Performance Vesting
Grant potentially vesting in January 2012.
The use
of adjusted EBITDA targets encourages Mr. McGrath to focus on producing
financial results that align with the interests of the
shareholders. The Compensation Committee chose restricted stock units
for this award because, unlike stock options, the restricted stock units are not
at risk of becoming “underwater” during the three year vesting period and
thereby failing in their fundamental purpose of providing an incentive to Mr.
McGrath to remain employed with the Company and focus efforts on achieving the
performance targets necessary for vesting. The Compensation Committee
establishes the applicable performance targets within the first 90 days of each
year. Vesting as described above occurs only if Mr. McGrath remains
employed with Company through the performance vesting date. If Mr.
McGrath’s employment with us is terminated for any reason, the unvested portion
of the restricted stock units will be forfeited as of the termination
date.
To arrive
at the number of restricted stock units subject to the grant, the Compensation
Committee considered Mr. McGrath’s experience serving as the President of the
Life Sciences division, his assumption of responsibility for oversight of the
Allied Healthcare division in late 2007, the quality of his service to the
Company, the number of restricted stock units granted to the Company’s other
executive officers and the then-current fair market value of the Company’s
common stock. Consistent with its overall compensation
philosophy, the Compensation Committee believes that the time-vesting portion of
the restricted stock unit grant rewards Mr. McGrath for exercising business
judgment that maximizes the trading price of the Company’s common stock over a
multi-year period and the performance-vesting portion of the restricted stock
unit grant encourages Mr. McGrath to strive for superior adjusted EBITDA
results. The Compensation Committee also believes the multi-year
vesting schedule encourages Mr. McGrath’s continuation in service with the
Company through those vesting dates.
President
of Vista Staffing Solutions Compensation
Mr.
Brouse’s 2009 compensation was determined based on the same factors described
above for the other executive officers as well as the terms of his December 6,
2006 employment agreement, as amended on July 2, 2008 and further amended and
restated on December 11, 2008. Mr. Brouse’s annual base salary for
2009 was $271,440, a 4% increase from 2008. Mr. Brouse’s base salary
was set after considering his experience as President of VISTA, the anticipated
impact of VISTA’s performance on the Company’s overall performance and the range
of the Company’s other executive officer salaries.
Pursuant
to his employment agreement, Mr. Brouse is eligible for an annual cash incentive
award of up to 75% of his annual base salary. The Compensation
Committee established Mr. Brouse’s 2009 incentive compensation percentage based
on the same general factors that the Compensation Committee considered for his
annual base salary. For 2009, Mr. Brouse could earn an annual
incentive bonus up to 37.5% of his annual base salary contingent upon VISTA
and/or the Company achieving the following goals: (i) 40% based upon
attaining consolidated 2009 Adjusted EBITDA of no less than $54,000,000 and
(ii) 60% based upon
attaining VISTA 2009 adjusted EBITDA of no less than $9,470,000. Mr.
Brouse could earn an annual incentive bonus of up to 37.5% of his annual base
salary determined as a linear pro ration of the extent to which VISTA and/or the
Company achieve the following goals: (i) up to 20% based on the
Company generating cash levels between $25,200,000 and $30,800,000; (ii) up to
20% based on VISTA’s attainment of a gross margin of at least 27.64% up to a
maximum of 30.71%; (iii) up to 20% based on the Company’s attainment of a
consolidated gross margin of at least 27.45% up to a maximum of 30.5%; (iv) up
to 15% based on VISTA’s attainment of an Adjusted EBITDA margin of at least
8.59% up to a maximum of 9.54%; (v) up to 15% based on the Company’s attainment
of a consolidated Adjusted EBITDA margin of at least 7.65% up to a maximum of
8.5%; (vi) 10% if the Company successfully negotiates an amendment to its
existing credit facility or a complete replacement thereof. Mr.
Brouse waived his participation in the annual incentive compensation program and
thereby waived any incentive compensation to which he would otherwise have been
entitled in 2009. Accordingly, Mr. Brouse was not paid any 2009 cash
incentive compensation.
The
Compensation Committee strives to align the remuneration potential for the
executive officers with shareholder interests through the use of stock options
and other equity awards. In furtherance of this objective, on January
2, 2009, Mr. Brouse received a grant of 34,303 restricted stock
units. Sixty percent of the award (or 20,582 restricted stock units)
vests in three equal, annual installments of approximately 6,860 units on each
of January 2, 2010, January 2, 2011 and January 2, 2012. The
remaining 40% of the award is performance-based, vesting in three equal, annual
installments, on the anniversary of the grant date as set forth above, subject
to attainment of performance targets established by the Compensation Committee
(the “Performance Vesting Grant”).
The
portion of Mr. Brouse’s Performance Vesting Grant eligible to vest based on 2009
performance totaled 4,574 restricted stock units. Fifty percent (or
2,287 restricted stock units) would have vested contingent upon the Company
attaining adjusted EBITDA of $45,900,000 in 2009. Upon attaining that
threshold, Mr. Brouse vested in up to an additional 50% of the grant
incrementally when the Company achieved adjusted EBITDA in excess of
$45,900,000, up to a maximum of $59,400,000 in 2009. As a result of
the Company’s performance in 2009 following the global economic downturn, the
Company achieved adjusted EBITDA of $32,040,000 in 2009 and Mr. Brouse did not
vest in this long-term equity incentive award. Accordingly, 4,574
restricted stock units from the 2009 Performance Vesting Grant rolled forward to
become part of the 2010 Performance Vesting Grant scheduled to vest, contingent
upon attainment of the applicable adjusted EBITDA target, in January
2011. Second and third installments of the Performance Vesting
Grant shall vest, again, contingent upon attainment of adjusted EBITDA targets
established by the Compensation Committee, on the second and third anniversaries
of the grant date, respectively. However, in the event Mr. Brouse
does not attain the targets necessary to vest the entire first year Performance
Vesting Grant in January of 2009, the unvested Performance Vesting Grant for
2008 shall roll forward for one year only and shall be added to the 2009
Performance Vesting Grant potentially vesting in January of 2011. Vesting shall
then be contingent upon Mr. Brouse’s attainment of the adjusted EBITDA target
established by the Compensation Committee for the year 2010. Any
unvested Performance Vesting Grant originally scheduled to vest in January of
2011 shall, likewise, roll forward for one year only and shall be added to the
Performance Vesting Grant potentially vesting in January 2012.
The use of
adjusted EBITDA targets encourages Mr. Brouse to focus on producing financial
results that align with the interests of the shareholders. The
Compensation Committee chose restricted stock units because, unlike stock
options, the restricted stock units are not at risk of becoming “underwater”
during the three year vesting period and thereby failing in their fundamental
purpose of providing an incentive to Mr. Brouse to remain employed with the
Company and focus efforts on achieving the performance targets necessary for
vesting. The Compensation Committee establishes the applicable
performance targets within the first 90 days of each year. Vesting as
described above occurs only if Mr. Brouse remains employed with the Company
through the performance vesting date. If Mr. Brouse’s employment with us
is terminated for any other reason, the unvested portion of the restricted stock
units will be forfeited as of the termination date.
To
arrive at the number of restricted stock units subject to the grant, the
Compensation Committee considered Mr. Brouse’s experience serving as the
President of VISTA, the quality of his service to the Company, the
number of restricted stock units granted to the Company’s other executive
officers, and the then-current fair market value of the Company’s common
stock. Consistent with its overall compensation philosophy, the
Compensation Committee believes that the time-vesting portion of the restricted
stock unit grant rewards Mr. Brouse for exercising business judgment that
maximizes the trading price of the Company’s common stock over a multi-year
period and the performance-vesting portion of the restricted stock unit grant
encourages Mr. Brouse to strive for superior adjusted EBITDA
results. The Compensation Committee also believes the multi-year
vesting schedule encourages Mr. Brouse’s continuation in service with the
Company through those vesting dates.
Summary
of Cash and Other Compensation
The
following table sets forth the compensation earned by our named executive
officers for services rendered in all capacities to On Assignment for the year
ended December 31, 2009.
Fiscal
Year 2009 Summary Compensation Table
Name and Principal
Position(1)
|
|
Year
|
|
|
Salary
(2)
|
|
|
Bonus
|
|
|
Stock
Awards
(3)
|
|
|
Option
Awards
(3)
|
|
|
Non-Equity
Incentive
Plan
Comp
|
|
|
Change in
Pension Value
and
Non-qualified Deferred Compensation
Earnings
|
|
All Other
Compensation
(12)
|
|
Total
|
Peter
Dameris
President
and Chief Executive Officer
|
|
2009
|
|
$
|
635,250
|
|
$
|
—
|
|
$
|
3,154,507
|
|
$
|
—
|
|
$
|
366,621
|
(5)
|
$
|
433,866
|
(6)
|
$
|
—
|
|
$
|
4,598,529
|
|
|
2008
|
|
$
|
601,563
|
|
$
|
—
|
|
$
|
1,584,474
|
|
$
|
—
|
|
$
|
762,300
|
(4)
|
$
|
(493,236)
|
(7)
|
$
|
12,034
|
(9)
|
$
|
2,467,135
|
|
|
2007
|
|
$
|
561,458
|
|
$
|
—
|
|
$
|
1,559,568
|
|
$
|
747,864
|
|
$
|
693,000
|
(4)
|
$
|
96,518
|
(8)
|
$
|
—
|
|
$
|
3,658,408
|
James
Brill
Senior
Vice President and Chief Financial Officer
|
|
2009
|
|
$
|
293,760
|
|
$
|
—
|
|
$
|
257,948
|
|
$
|
—
|
|
$
|
141,281
|
(5)
|
$
|
—
|
|
$
|
—
|
|
$
|
696,878
|
|
|
2008
|
|
$
|
288,000
|
|
$
|
—
|
|
$
|
317,127
|
|
$
|
—
|
|
$
|
288,000
|
(4)
|
$
|
—
|
|
$
|
12,212
|
(10)
|
$
|
905,339
|
|
|
2007
|
|
$
|
275,000
|
|
$
|
—
|
|
$
|
705,000
|
|
$
|
459,410
|
|
$
|
325,000
|
(4)
|
$
|
—
|
|
$
|
20,327
|
(11)
|
$
|
1,784,737
|
Emmett
McGrath
President—Life
Sciences & Allied Divisions
|
|
2009
|
|
$
|
316,200
|
|
$
|
—
|
|
$
|
146,561
|
|
$
|
—
|
|
$
|
149,312
|
(5)
|
$
|
—
|
|
$
|
—
|
|
$
|
620,245
|
|
|
2008
|
|
$
|
310,000
|
|
$
|
126,300
|
|
$
|
230,170
|
|
$
|
34,901
|
|
$
|
83,475
|
(4)
|
$
|
—
|
|
$
|
—
|
|
$
|
784,846
|
|
|
2007
|
|
$
|
270,521
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
278,250
|
(4)
|
$
|
—
|
|
$
|
—
|
|
$
|
548,771
|
Michael
McGowan
President,
Oxford Global Resources, Inc.
|
|
2009
|
|
$
|
345,000
|
|
$
|
—
|
|
$
|
146,561
|
|
$
|
—
|
|
$
|
143,304
|
(5)
|
$
|
—
|
|
$
|
—
|
|
$
|
640,942
|
|
|
2008
|
|
$
|
345,000
|
|
$
|
80,000
|
|
$
|
46,468
|
|
$
|
—
|
|
$
|
365,000
|
(4)
|
$
|
—
|
|
$
|
—
|
|
$
|
836,468
|
|
|
2007
|
|
$
|
320,000
|
|
$
|
80,000
|
|
$
|
774,000
|
|
$
|
605,100
|
|
$
|
307,903
|
(4)
|
$
|
—
|
|
$
|
—
|
|
$
|
2,087,003
|
Mark
Brouse
President,
VISTA Staffing Solutions, Inc.
|
|
2009
|
|
$
|
271,440
|
|
$
|
—
|
|
$
|
114,024
|
|
$
|
—
|
|
$
|
161,409
|
(5)
|
$
|
—
|
|
$
|
—
|
|
$
|
546,873
|
|
|
2008
|
|
$
|
261,000
|
|
$
|
—
|
|
$
|
140,184
|
|
$
|
—
|
|
$
|
195,750
|
(4)
|
$
|
—
|
|
$
|
—
|
|
$
|
596,934
|
|
|
2007
|
|
$
|
261,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
105,333
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
366,333
|
(1)
|
Mr. Dameris
became Chief Executive Officer effective as of September 28,
2004. Mr. Brill joined On Assignment as its Senior Vice
President and Chief Financial Officer effective January 1,
2007. Mr. McGrath became an executive officer
in 2004, and in January 2008 assumed added responsibilities related to our
Allied Healthcare Division. Mr. McGowan became an executive officer in
January 2007, upon the closing of On Assignment’s acquisition of Oxford
Global Resources, Inc. (“Oxford”). Mr. Brouse became an
executive officer in January 2007, upon the closing of On Assignment’s
acquisition of VISTA Staffing Solutions, Inc.
(“VISTA”).
|
(2)
|
Represents
amount of salary earned by executive in 2009, 2008 or 2007 as indicated
above.
|
(3)
|
Amounts
shown in the table above reflect the aggregate grant date fair value of
the awards, computed in accordance with FASB ASC Topic
718. Assumptions used in the calculation of these amounts with
respect to stock-based awards are included in Note 10 to the consolidated
financial statements for the year ended December 31, 2009 included in
our Annual Report on Form 10-K and are described in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
under “Critical Accounting Policies-Stock-Based Compensation” in the
Form 10-K.
|
(4)
|
All
non-equity incentive plan compensation amounts were earned based on
performance in the year reported and payable, by their terms, in the
subsequent year.
|
(5)
|
Mr.
Dameris, Mr. Brill, Mr. McGowan, Mr. McGrath and Mr.
Brouse waived their participation in their annual cash
incentive compensation program for 2009 and did not receive any cash
incentive compensation in 2009 for 2009
performance.
|
(6)
|
Represents
fiscal year 2009 gain on deferred compensation plan
contributions.
|
(7)
|
Represents
fiscal year 2008 loss on deferred compensation plan
contributions.
|
(8)
|
Represents
fiscal year 2007 gain on deferred compensation plan
contributions.
|
(9)
|
Includes
automobile allowance, life insurance, tax preparation expense
reimbursement and personal travel expense
reimbursement.
|
(10)
|
Includes
automobile allowance, life insurance, other taxable insurance coverage and
tax preparation expense
reimbursement.
|
(11)
|
Includes
automobile allowance, life insurance, reimbursement of tax preparation
expenses and reimbursement of personal travel expense as well as a special
non-cash bonus consisting of a timepiece and tax gross-up thereon,
totaling $10,132 presented for extraordinary work performed in relation to
On Assignment’s acquisitions of VISTA and
Oxford.
|
(12) All
other compensation totaling less than $10,000 for any executive officer is not
disclosed.
Summary
of Grants of Plan Based Awards
The
following table sets forth summary information regarding all grants of
plan-based awards made to our named executive officers for the year ended
December 31, 2009.
Fiscal
Year 2009 Grants of Plan Based Awards
|
|
Grant
|
|
Estimated Future Payouts
Under
Non-Equity Incentive Plan
Awards
($)(1)
|
|
Estimated Future Payouts
Under
Equity Incentive Plan
Awards
|
|
All
Other
Stock
Awards:
Number of
Shares
of Stock or
|
|
All Other
Option
Awards:
Number
of
Securities
Under-
lying
|
|
Exercise
or Base
Price of
Option
Awards
|
|
Grant
Date Fair
Value of
Stock and
Option
|
|
|
Name
|
|
Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Units(2)
|
|
Options(3)
|
|
($/Sh)
|
|
Awards(4)
|
|
Peter
Dameris
|
|
|
|
|
—
|
|
|
381,150
|
|
|
762,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/2/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,252
|
|
(5)
|
|
|
|
|
|
|
|
|
499,996
|
|
|
|
1/2/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,252
|
|
(5)
|
|
|
|
|
|
|
|
|
499,996
|
|
|
|
3/19/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,252
|
|
(6)
|
|
|
|
|
|
|
|
|
254,511
|
|
|
|
11/4/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108,108
|
|
(5)
|
|
|
|
|
|
|
|
|
800,000
|
|
|
|
11/4/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
(7)
|
|
|
|
|
|
|
|
|
800,000
|
|
|
|
11/4/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
(8)
|
|
|
|
|
|
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James
Brill
|
|
|
|
|
—
|
|
|
146,880
|
|
|
293,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/2/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,561
|
|
(5)
|
|
|
|
|
|
|
|
|
257,948
|
|
|
|
2/5/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,195
|
|
(5)
|
|
|
|
|
|
|
|
|
38,711
|
|
|
|
2/18/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,347
|
|
(5)
|
|
|
|
|
|
|
|
|
45,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emmett
McGrath
|
|
|
|
|
—
|
|
|
158,100
|
|
|
316,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/2/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,455
|
|
(5)
|
|
|
|
|
|
|
|
|
146,561
|
|
|
|
2/5/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,225
|
|
(5)
|
|
|
|
|
|
|
|
|
21,997
|
|
|
|
2/18/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,879
|
|
(5)
|
|
|
|
|
|
|
|
|
25,868
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
McGowan
|
|
|
|
|
—
|
|
|
172,500
|
|
|
345,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/2/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,455
|
|
(5)
|
|
|
|
|
|
|
|
|
146,561
|
|
|
|
2/5/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,600
|
|
(5)
|
|
|
|
|
|
|
|
|
6,736
|
|
|
|
2/18/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,879
|
|
(5)
|
|
|
|
|
|
|
|
|
25,868
|
|
Mark
Brouse
|
|
|
|
|
—
|
|
|
101,790
|
|
|
203,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/2/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,582
|
|
(5)
|
|
|
|
|
|
|
|
|
114,024
|
|
|
|
2/5/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,065
|
|
(5)
|
|
|
|
|
|
|
|
|
17,114
|
|
|
|
2/18/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,574
|
|
(5)
|
|
|
|
|
|
|
|
|
20,126
|
|
(1)
|
Executive
annual incentive compensation is determined by the Compensation Committee
of the Board. See “Compensation Discussion and Analysis—Annual Incentive
Compensation” for a general description of the criteria used in
determining incentive compensation paid to our executive
officers.
|
(2)
|
Restricted
stock granted under the Stock Option Plan as a part of long-term incentive
compensation as determined by the Compensation Committee of the Board. See
“Compensation Discussion and Analysis—Long-Term Equity Incentive
Compensation” for a general description of the criteria used by the
Compensation Committee in approving grants of restricted stock to our
executive officers.
|
(3)
|
Stock
options granted as a part of long-term incentive compensation as
determined by the Compensation Committee of the Board. See
“Compensation Discussion and Analysis—Long-Term Equity Incentive
Compensation” for a general description of the criteria used by the
Compensation Committee in approving grants of stock options to our
executive officers.
|
(4)
|
Amounts
shown in the table above reflect the aggregate granted date fair value of
the awards, computed in accordance with FASB ASC Topic 178. Assumptions
used in the calculation of these amounts with respect to stock–based
grants are included in Note 10 to the consolidated financial statements
for the year ended December 31, 2009 included in our Annual Report of
Form 10-K and are described in “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” under “Critical
Accounting Policies-Stock-Based Compensation” in the
Form 10-K.
|
(5)
|
Represents
number of restricted stock units
granted.
|
(6)
|
Represents
number of restricted stock awards
granted.
|
(7)
|
Number
of shares awarded will be determined by dividing $800,000 by the January
2, 2011 closing price of On Assignment
stock.
|
(8)
|
Number
of shares awarded will be determined by dividing $800,000 by the January
2, 2012 closing price of On Assignment
stock.
|
Employment
Contracts and Change in Control Arrangements
Peter
T. Dameris
On
Assignment entered into an employment agreement with Mr. Dameris on
October 27, 2003, subsequently amended, which continued through
December 31, 2009. On Assignment and Mr. Dameris entered into an
amended and restated version of the employment agreement on December 11, 2008,
which included certain changes designed to make the payments and benefits
provided thereunder exempt from or compliant with the requirements of Code
Section 409A. The amended and restated employment agreement was
subsequently amended on March 19, 2009. Under his employment agreement, during
2009, Mr. Dameris received an annual salary of $635,250, subject to annual
merit increases.
Mr. Dameris
is also eligible to receive annual cash incentive compensation of up to 120% of
his annual salary, based 60% upon the Company’s attaining, and an additional 60%
upon the Company’s exceeding, revenue and adjusted EBITDA performance objectives
(which objectives exclude certain non-recurring events) set by the Compensation
Committee in consultation with Mr. Dameris. However, pursuant to the March
19, 2009 amendment, Mr. Dameris was eligible to earn 2009 annual cash incentive
compensation of up to 120% of his annual salary, based upon three
separate, stand-alone opportunities as described under “Summary of Executive
Compensation” in this Proxy Statement. In addition, Mr. Dameris
and his family, as applicable, were entitled to participate in our incentive,
savings, retirement and welfare plans. Mr. Dameris also receives,
pursuant to his employment agreement, a stipend of $450 per month for lease of
an automobile and other related expenses; payment or reimbursement of up to
$1,500 in actual, properly substantiated expenses incurred in connection with an
annual physical examination; and payment or reimbursement of up to $2,500 per
calendar year in actual, properly substantiated expenses incurred for tax
preparation and financial planning services.
Under his
current employment agreement, in addition to equity grants received prior to
2009, Mr. Dameris has or will receive the following equity grants, subject
to his continued employment on each applicable grant date:
|
·
|
Restricted Stock
Units.
|
·
|
On
January 2, 2009 Mr. Dameris received the following
awards: (1) a grant of 90,252 restricted stock units with a
fair market value of approximately $500,000 on the date of grant, of which
11/36ths vested on December 31, 2009, and the remainder vests
incrementally at the rate of 1/36th
per month, through January 2, 2012, subject to Mr. Dameris’ continued
employment through each such vesting date; and (2) a grant of 90,252
restricted stock units, which vest on a sliding scale on December 31,
2011, based on the Company’s stock price
performance as compared to that of certain peer companies
(designated by the Compensation Committee) during the performance period
commencing January 1, 2009 and ending December 31, 2011, as measured over
the first 20 days and last 20 days of such
period.
|
·
|
On
January 2, 2009, Mr. Dameris received a grant of 90,252 shares of
restricted stock, with a fair market value of approximately $500,000 on
the date of grant. According to targets set by the Compensation
Committee on March 19, 2009, Mr. Dameris would earn 50% of the shares that
are the subject of this grant if the Company attains adjusted EBITDA of at
least $43,200,000 in 2009. Mr. Dameris would earn the remaining
50% of the shares on a pro-rata basis if the Company’s 2009 adjusted
EBITDA is at least $43,200,000 up to a maximum of $54,000,000, vesting in
the number of shares earned on December 31, 2009, subject to his continued
employment through such date. The Company attained $32,040,000
in adjusted EBITDA for 2009 and, consequently, Mr. Dameris did not earn
any portion of the grant and no shares vested on December 31,
2009.
|
On November
4, 2009, Mr. Dameris entered into an employment agreement with the Company that
is effective from January 1, 2010 through January 31, 2013 (2010 Employment
Agreement), with automatic renewals for one year periods, and provides for
annual salary, cash incentive compensation and equity incentive
awards. The 2010 Employment Agreement controls Mr. Dameris’
compensation for periods beginning on January 1, 2010 and did not impact Mr.
Dameris’ 2009 compensation. Mr. Dameris received the following awards
under the 2010 Employment Agreement: a grant of 108,108 restricted stock units
with a fair market value of approximately $800,000 on January 4, 2010, which
will vest on February 1, 2011 based on the Company attaining positive adjusted
EBITDA for the 13-month period ending February 1, 2011; a grant of restricted
stock units with a fair market value of approximately $800,000 on the first
trading day of 2011, which will vest on February 1, 2012 based on the Company
attaining positive adjusted EBITDA for the 13-month period ending February 1,
2012; and a grant of restricted stock units with a fair market value of
approximately $800,000 on the first trading day of 2012, which will
vest on February 1, 2013 based on the Company attaining positive adjusted EBITDA
for the 13-month period ending February 1, 2013.
Under Mr.
Dameris’ current employment agreement, upon a termination of Mr. Dameris’
employment without “cause” or for “good reason” during the term of his
employment agreement, Mr. Dameris will become entitled to continuation of
his base salary for a period of 18 months following such termination, as well as
a lump-sum payment representing the value of any accrued but unused
vacation. Additionally, in the event of such termination, the Company
will pay to Mr. Dameris a cash amount equal to the aggregate premiums that the
Company would have paid for basic life insurance, accidental death and
dismemberment insurance and long- and short-term disability insurance, each as
in effect on the date of termination (as defined in his employment agreement),
had he remained employed by the Company for a period of 18 months following such
termination. Also, during that 18 month period, subject to Mr.
Dameris’ proper election to continue healthcare coverage under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company
will pay Mr. Dameris’ COBRA premiums except that if during the period of
continuation coverage, any plan pursuant to which such benefits are to be
provided ceases to be exempt from the application of Section 409A, then the
Company shall pay Mr. Dameris an amount equal to each such remaining premium in
substantially equal monthly installments over the remainder of the
period.
In the
event of a termination in connection with a change of control, the severance
provisions of Mr. Dameris’ employment agreement will be superseded by his
Executive Change of Control Agreement (described below). In addition,
those unvested restricted stock units which otherwise vest in part on December
31, 2009 and incrementally thereafter on a monthly basis through the third
anniversary of their grant without regard to our total shareholder return will
vest on a pro-rata basis in connection with such termination based on the time
elapsed between grant and termination; those unvested restricted stock units
which would otherwise vest on the third anniversary of their grant by reference
to our total shareholder return will instead vest in connection with such
termination based on our total shareholder return through such termination;
those unvested shares of restricted stock with respect to which the applicable
performance year has concluded prior to such termination shall vest based on our
adjusted EBITDA results for the relevant performance year; and those unvested
shares of restricted stock with respect to which the applicable performance year
has not yet concluded at the time of termination shall vest on a pro-rata basis
based on our adjusted EBITDA results to date in such year. These accelerated
vesting provisions applicable upon termination shall also apply to any
termination of employment occurring after the expiration of the employment
agreement.
See “Payments
Upon Termination or Change in Control” for a discussion of benefits to which
Mr. Dameris is entitled pursuant to his employment agreement and Executive
Change of Control Agreement upon his termination of employment and/or change in
control.
Under the
terms of his employment agreement, Mr. Dameris must comply with certain
confidentiality and nonsolicitation requirements during and after his
employment.
Pursuant
to the terms of his January 1, 2007 employment agreement, Mr. Brill serves as
the Senior Vice President and Chief Financial Officer of On
Assignment. The Company and Mr. Brill entered into an amended and
restated version of the employment agreement on December 11, 2008, which
included certain changes designed to make the payments and benefits provided
thereunder exempt from or compliant with the requirements of Code Section
409A. According to the terms of his employment agreement as now in
effect, Mr. Brill is entitled to a minimum annual base salary of $288,000,
subject to annual increases thereafter. Mr. Brill’s salary for 2009
was $293,760. Under his employment agreement, Mr. Brill is eligible
for an annual cash incentive award of up to 100% of his annual base
salary. The annual incentive compensation shall be determined by the
Compensation Committee. Mr. Brill and his legal
dependents, as applicable, are entitled to participate in our incentive,
savings, retirement and welfare plans. Additionally, pursuant to his
employment agreement, Mr. Brill receives an automobile allowance of $450 per
month, payment or reimbursement of up to $1,500 in actual, properly
substantiated expenses incurred in connection with an annual physical
examination and payment or reimbursement of up to $2,500 per calendar year in
actual, properly substantiated expenses incurred for tax preparation and
financial planning services.
Upon
termination of Mr. Brill’s employment by On Assignment without cause (as that
term is defined in his employment agreement) he will receive continued payment
of his base salary at the rate in effect as of the date his employment is
terminated, for a period of 12 months, commencing on the effective date of the
termination, paid in accordance with our normal payroll procedures applicable to
our senior executives. In the event of a termination in connection
with a change of control, such provisions of Mr. Brill’s employment agreement
will be superseded by his Executive Change of Control Agreement. See
“Payments Upon Termination or Change in Control” below for a discussion of
certain benefits to which Mr. Brill is entitled pursuant to his employment
agreement and/or Executive Change of Control Agreement.
Under the
terms of his employment agreement, Mr. Brill must comply with certain
confidentiality and nonsolicitation requirements during and after his
employment.
Pursuant
to the terms of his January 3, 2007 employment agreement, Mr. McGowan
serves as President of Oxford, a wholly owned subsidiary of On
Assignment. The Company and Mr. McGowan entered into an amended and
restated version of his employment agreement on December 30, 2008, which
included certain changes designed to make the payments and benefits provided
thereunder exempt from or compliant with the requirements of Code Section
409A. Under the terms of his employment agreement as now in effect,
Mr. McGowan is entitled to a minimum annual base salary of $345,000 for
calendar year 2008, which amount is subject to annual increases
thereafter. Mr. McGowan’s base salary remained at $345,000 for
calendar year 2009. Mr. McGowan is eligible for an annual cash
incentive award of up to 100% of his annual base
salary. Mr. McGowan and his legal dependents are entitled to
participate in our incentive, savings, retirement and welfare
plans. Also pursuant to his employment agreement, Mr. McGowan
receives a $500 monthly automobile allowance, payment or reimbursement of up to
$1,500 in actual, properly substantiated expenses incurred in connection with an
annual physical examination and payment or reimbursement of up to $2,500 per
calendar year in actual, properly substantiated expenses incurred for tax
preparation and financial planning services.
Upon
termination of Mr. McGowan’s employment by On Assignment without cause (as such
term is defined in his employment agreement) or by Mr. McGowan as a result of On
Assignment imposing a change in his reporting relationship or requiring him to
relocate to a principal work location that is more than 50 miles from Beverly,
Massachusetts, he will receive salary continuation for a period of 12 months, at
the rate in effect as of the date his employment is terminated, commencing on
the effective date of the termination and paid in accordance with our normal
payroll procedures applicable to our senior executives. Additionally,
in the event that Mr. McGowan’s employment is terminated as a result of either
of the foregoing circumstances, and subject to his proper election to continue
healthcare coverage under COBRA, for a period of 12 months from the date of
termination, the Company will pay Mr. McGowan the difference between his COBRA
premiums (for Mr. McGowan and his legal dependents to the extent each such
individual received healthcare coverage provided by the Company immediately
prior to such termination of employment), and the cost to Mr. McGowan of such
coverage immediately prior to such termination (subject to premium increases
generally affecting plan participants). The Company shall provide
this premium cost offset in a manner that causes such COBRA benefits to be
exempt from the application of Code Section 409A except that if during the 12
month period, any plan pursuant to which such benefits are to be provided ceases
to be exempt from the application of Code Section 409A, then an amount equal to
each such remaining premium cost offset shall thereafter be paid to Mr. McGowan
in substantially equal monthly installments over the remainder of the 12 month
period. In the event of a termination in connection with a change of
control, such provisions of Mr. McGowan’s employment agreement will be
superseded by the On Assignment Change in Control Severance Plan. See
“Payments Upon Termination or Change in Control” for a discussion of certain
benefits to which Mr. McGowan is entitled pursuant to his employment agreement
and/or the Change in Control Severance Plan.
Under the
terms of his agreement, Mr. McGowan must comply with certain
confidentiality and nonsolicitation requirements during and after his
employment.
Pursuant
to the terms of his July 23, 2004 employment agreement (as amended on
November 27, 2007), Mr. McGrath serves as President of the Life Sciences
and Allied Divisions of On Assignment. The Company and Mr. McGrath entered into
an amended and restated version of his employment agreement on December 11,
2008, which included certain changes designed to make the payments and benefits
provided thereunder exempt from or compliant with the requirements of Code
Section 409A. Under his employment agreement, as now in effect, Mr. McGrath
is entitled to a minimum base salary of $311,000, subject to annual
increase. Mr. McGrath earned a base salary for 2009 in the amount of
$316,200. Under his employment agreement, Mr. McGrath is also
entitled to earn incentive compensation of up to 100% of his annual base
salary. Mr. McGrath and his family, as applicable, are entitled to
participate in our incentive, savings, retirement and welfare
plans. Additionally, pursuant to his employment agreement, Mr.
McGrath receives a car allowance of $450 per month, which may be used in his
discretion towards lease or financing payments, maintenance and/or other
car-related expenses. Additionally, Mr. McGrath receives payment or
reimbursement of up to $1,500 in actual, properly substantiated expenses
incurred in connection with an annual physical examination and payment or
reimbursement of up to $2,500 per calendar year in actual, properly
substantiated expenses incurred for tax preparation and financial planning
services.
Upon
termination of Mr. McGrath’s employment by On Assignment without cause (as
such term is defined in his employment agreement), he will receive payments of
his annual base salary in effect at the time of termination in accordance with
our normal payroll procedures for a period of 12 months, commencing on the
effective date of the termination. He will also receive a cash amount equal to the
aggregate premiums
that the Company would have paid for basic life insurance, accidental death and
dismemberment insurance and long- and short-term disability insurance, each as
in effect on the date of termination, had Mr. McGrath remained employed by the
Company during the 12 month period. In addition, during the 12 month
period, subject to Mr. McGrath’s proper election to continue healthcare coverage
under COBRA, the
Company will pay Mr. McGrath’s COBRA premiums (for Mr. McGrath and his legal
dependents to the extent each such individual received healthcare coverage
provided by the Company immediately prior to such termination of employment) in
a manner that causes such COBRA benefits to be exempt from the application of
Code Section 409A except that if during the period of continuation coverage, any
plan pursuant to which such benefits are to be provided ceases to be exempt from
the application of Code Section 409A, then the Company shall pay to Mr. McGrath
an amount equal to each such remaining premium in substantially equal monthly
installments over the remainder of the continuation coverage
period. In the event of a termination in connection with a change of
control, such provisions of Mr. McGrath’s employment agreement will be
superseded by the On Assignment Change in Control Severance Plan. See
“Payments Upon Termination or Change in Control” for a discussion of certain
benefits to which Mr. McGowan is entitled pursuant to his employment agreement
and/or Change in Control Severance Plan.
Under the
terms of his agreement, Mr. McGrath must comply with certain
confidentiality and nonsolicitation requirements during and after his
employment.
Mark
Brouse
Pursuant
to the terms of his employment agreement dated December 20, 2006, as amended
July 2, 2008, Mr. Brouse serves as President of Vista Staffing Solutions,
Inc., a subsidiary of On Assignment. The Company and Mr. Brouse entered into an amended
and restated version of his employment agreement on December 11, 2008, which
included certain changes designed to make the payments and benefits provided
thereunder exempt from or compliant with the requirements of Code Section
409A. Under the terms of his employment agreement as now in effect,
Mr. Brouse is entitled to a minimum annual base salary of
$261,000. Mr. Brouse earned a base salary of $271,440 for
2009. Under his employment agreement, Mr. Brouse is eligible for an
annual cash incentive award of up to 75% of his annual base
salary. Mr. Brouse and his legal dependents, as applicable, are
entitled to participate in our incentive, savings, retirement and welfare
plans. Also, to the extent that Mr. Brouse accrues miles (or
comparable reward credit) based on his use of the corporate credit card
furnished by the Company for expenses incurred directly by Mr. Brouse for his
own work-related travel, lodging and/or other individual business expenses, Mr.
Brouse is permitted to apply any miles or reward credit so accrued to personal
and/or business use in his sole discretion. If Mr. Brouse charges to
the corporate credit card expenses incurred on behalf of other employees or
consultants of the Company (including without limitation, other employees’ or
consultants’ travel and lodging) or items or services purchased on behalf of the
Company, he may apply the resulting miles or reward credit to the purchase of
travel, lodging and/or related upgrades associated with business-related travel
only. Notwithstanding the foregoing permitted uses, such miles or
reward credit shall be and remain the sole property of the
Company. In addition, for each calendar year during his employment,
Mr. Brouse may designate a tax-exempt charitable organization to which On
Assignment will contribute up to $5,000 prior to the end of such year, as
directed by Mr. Brouse, contingent upon his continued employment with On
Assignment through the end of such year.
Upon
termination of Mr. Brouse’s employment by On Assignment without cause (as
such term is defined in his employment agreement), or by Mr. Brouse as a result
of a constructive termination by On Assignment (as such term is defined in the
agreement), he will receive continued payment of his base salary at the rate in
effect as of the date his employment is terminated, for a period of 12 months,
commencing on the effective date of the termination, paid in accordance with our
normal payroll procedures applicable to our senior
executives. Additionally, Mr. Brouse will receive a pro-rata portion
of his annual incentive compensation that would otherwise become payable in
respect of the year in which the termination occurs, if and to the extent that,
as of the termination date, On Assignment is on track to attain the performance
objectives applicable to such annual incentive compensation. Also,
subject to Mr. Brouse’s proper election to continue healthcare coverage under
COBRA, for a period of 12 months from the date of termination, the Company will
pay Mr. Brouse the difference between his COBRA premiums (for Mr. Brouse and his
legal dependents, to the extent each such individual received healthcare
coverage provided by the Company immediately prior to such termination of
employment), and the cost to Mr. Brouse of such coverage immediately prior to
such termination (subject to premium increases generally affecting plan
participants). The Company shall provide this premium cost offset in
a manner that causes such COBRA benefits to be exempt from the application of
Code Section 409A except that if during the 12 month period, any plan pursuant
to which such benefits are to be provided ceases to be exempt from the
application of Code Section 409A, then the Company shall pay to Mr. Brouse an
amount equal to each such remaining premium cost offset in substantially equal
monthly installments over the remainder of the 12 month period. In
the event of a termination in connection with a change of control, such
provisions of Mr. Brouse’s employment agreement will be superseded by the On
Assignment Change in Control Severance Plan. See “Payments Upon
Termination or Change in Control” for a discussion of certain benefits to which
Mr. Brouse is entitled pursuant to his employment agreement and/or the Change in
Control Severance Plan.
Under the
terms of his agreement, Mr. Brouse must comply with certain confidentiality
and nonsolicitation requirements during and after his employment.
Summary
of Outstanding Equity Awards
The
following table sets forth outstanding equity award information with respect to
each named executive officer as of December 31, 2009.
Fiscal
Year 2009 Outstanding Equity Awards at Fiscal Year End
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable(1)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
|
Equity
Incentive
Plans
Awards:
Number of
Securities
Underlying
Unearned
Unexercised
Options
|
|
Option
Exercise
Price(2)
|
|
Option
Expiration
Date
|
|
Number
of Shares
or Units
of Stock That
Have Not
Vested(1)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
|
|
Peter
Dameris
|
|
|
130,091
|
|
|
|
—
|
|
|
|
|
5.22
|
|
|
|
11/12/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
275,000
|
|
|
|
—
|
|
|
|
|
5.11
|
|
|
|
3/23/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
—
|
|
|
|
|
4.45
|
|
|
|
9/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
—
|
|
|
|
|
6.68
|
|
|
|
8/29/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,500
|
|
|
|
55,000
|
(3)
|
|
|
|
11.39
|
|
|
|
12/14/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,020
|
|
|
|
20,680
|
(4)
|
|
|
|
11.75
|
|
|
|
6/1/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,675
|
(6)
|
448,126
|
78,369
|
(25)
|
560,338
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,553
|
(22)
|
304,254
|
90,252
|
(26)
|
645,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,300
|
(23)
|
202,345
|
108,108
|
(27)
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,466
|
(24)
|
74,832
|
|
|
800,000
|
(28)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
800,000
|
(29)
|
James
Brill
|
|
|
72,932
|
|
|
|
27,092
|
(8)
|
|
|
|
11.75
|
|
|
|
1/1/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,250
|
(10)
|
116,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,586
|
(11)
|
197,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,561
|
(12)
|
332,911
|
|
|
|
|
Emmett
McGrath
|
|
|
74,209
|
|
|
|
—
|
|
|
|
|
4.97
|
|
|
|
8/30/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,791
|
|
|
|
—
|
|
|
|
|
4.96
|
|
|
|
12/10/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,187
|
|
|
|
7,813
|
(9)
|
|
|
|
6.38
|
|
|
|
1/2/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,875
|
(15)
|
56,306
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,224
|
(16)
|
37,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,673
|
(17)
|
112,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,455
|
(18)
|
189,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
McGowan
|
|
|