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ASGN > SEC Filings for ASGN > Form 8-K on 27-Jun-2013All Recent SEC Filings

Show all filings for ON ASSIGNMENT INC



Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 21, 2013, the Compensation Committee of the Board of Directors of On Assignment, Inc. (the "Company") approved an amendment to the Company's Amended and Restated Change in Control Severance Plan (the "Plan"), and approved revised severance payments under the Plan for Randall Blazer, President of Apex Systems, Inc., a subsidiary of the Company which is a leading provider of information technology staffing and services, and Michael McGowan, Chief Operating Officer of the Company and President of Oxford Global Resources, Inc., a subsidiary of the Company which provides high-end IT and engineering staffing services. The amendment to the Plan eliminates the tax gross-up provision in the Plan that would have been triggered upon an imposition of excise taxes related to golden parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended ("Section 4999"). Instead, the amendment to the Plan cuts back payments made pursuant to the Plan that are triggered upon an involuntary termination of employment within 18 months of a change in control of the Company, in order to ensure that the excise taxes imposed by Section 4999 do not apply.

The above summary of the amendment to the Plan is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1, and is incorporated in this Item 5.02 by reference.

Further, pursuant to the approval of the Compensation Committee on June 21, 2013, if either of Messrs. Blazer or McGowan is terminated within 18 months following a change in control of the Company, the executive officer would receive a lump sum of 275% of his annual base pay and target bonus, along with 18 months' of applicable COBRA group health, vision and dental coverage payments, subject to the golden parachute cut back provision described above.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 On Assignment, Inc. Amended and Restated Change in Control Severance Plan dated June 21, 2013

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